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Exhibit (10)(i)

CONFORMED COPY

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FIVE-YEAR CREDIT AGREEMENT

dated as of

November 6, 2001

among

AMERICAN STANDARD COMPANIES INC.

AMERICAN STANDARD INC.

AMERICAN STANDARD INTERNATIONAL INC.

The Borrowing Subsidiaries Party Hereto

The Lenders Party Hereto

and

THE CHASE MANHATTAN BANK,
as Administrative Agent, Issuing Bank and Swingline Lender

CHASE MANHATTAN INTERNATIONAL LIMITED,
as London Agent

CHASE MANHATTAN INTERNATIONAL LIMITED,
as Italian Agent

BANK OF AMERICA, N.A.,
CITIBANK, N.A.,
DEUTSCHE BANK AG
as Syndication Agents

THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY,
LLOYDS TSB BANK PLC
as Documentation Agents



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JP MORGAN,
as Advisor, Lead Arranger and Book Manager



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TABLE OF CONTENTS

Page

ARTICLE I

Definitions

|              |  |                                        |  |  |    | 
|------------- |  | -------------------------------------- |  |  | -- | 
|SECTION 1.01. |  | Defined Terms                          |  |  | 1  | 
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|SECTION 1.02. |  | Classification of Loans and Borrowings |  |  | 25 | 
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|SECTION 1.03. |  | Terms Generally                        |  |  | 25 | 
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|SECTION 1.04. |  | Accounting Terms; GAAP                 |  |  | 25 | 
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|SECTION 1.05. |  | Exchange Rates                         |  |  | 26 | 

ARTICLE II

The Credits

|              |  |                                                                             |  |  |    | 
|------------- |  | --------------------------------------------------------------------------- |  |  | -- | 
|SECTION 2.01. |  | Commitments                                                                 |  |  | 27 | 
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|SECTION 2.02. |  | Loans and Borrowings; Pro Rata Usage of Tranches                            |  |  | 27 | 
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|SECTION 2.03. |  | Requests for Revolving Borrowings                                           |  |  | 28 | 
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|SECTION 2.04. |  | Competitive Bid Procedure                                                   |  |  | 29 | 
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|SECTION 2.05. |  | Letters of Credit                                                           |  |  | 31 | 
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|SECTION 2.06. |  | Swingline Loans                                                             |  |  | 35 | 
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|SECTION 2.07. |  | Funding of Borrowings                                                       |  |  | 36 | 
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|SECTION 2.08. |  | Interest Elections                                                          |  |  | 36 | 
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|SECTION 2.09. |  | Termination and Reduction of Commitments; Adjustment of
Tranche Commitments |  |  | 38 | 
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|SECTION 2.10. |  | Repayment of Loans; Evidence of Debt                                        |  |  | 40 | 
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|SECTION 2.11. |  | Prepayment of Loans                                                         |  |  | 41 | 
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|SECTION 2.12. |  | Fees                                                                        |  |  | 42 | 
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|SECTION 2.13. |  | Interest                                                                    |  |  | 43 | 
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|SECTION 2.14. |  | Alternate Rate of Interest                                                  |  |  | 43 | 
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|SECTION 2.15. |  | Increased Costs                                                             |  |  | 44 | 
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|SECTION 2.16. |  | Break Funding Payments                                                      |  |  | 45 | 
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|SECTION 2.17. |  | Taxes                                                                       |  |  | 46 | 
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|SECTION 2.18. |  | Payments Generally; Pro Rata Treatment; Sharing of Set-offs                 |  |  | 47 | 
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|SECTION 2.19. |  | Mitigation Obligations; Replacement of Lenders                              |  |  | 49 | 
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|SECTION 2.20. |  | Borrowing Subsidiaries                                                      |  |  | 49 | 
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|SECTION 2.21. |  | Additional Reserve Costs                                                    |  |  | 50 | 
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|SECTION 2.22. |  | Redenomination of Certain Designated Foreign Currencies                     |  |  | 50 | 

ARTICLE III

Representations and Warranties

|              |  |                                |  |  |    | 
|------------- |  | ------------------------------ |  |  | -- | 
|SECTION 3.01. |  | Organization and Qualification |  |  | 51 | 





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3

|              |  |                                                 |  |  |    | 
|------------- |  | ----------------------------------------------- |  |  | -- | 
|SECTION 3.02. |  | Corporate Authority and Validity of Obligations |  |  | 51 | 
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|SECTION 3.03. |  | Margin Stock                                    |  |  | 52 | 
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|SECTION 3.04. |  | Financial Reports                               |  |  | 52 | 
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|SECTION 3.05. |  | No Material Adverse Effect                      |  |  | 52 | 
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|SECTION 3.06. |  | Litigation                                      |  |  | 52 | 
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|SECTION 3.07. |  | Tax Returns                                     |  |  | 52 | 
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|SECTION 3.08. |  | Approvals                                       |  |  | 53 | 
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|SECTION 3.09. |  | ERISA                                           |  |  | 53 | 
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|SECTION 3.10. |  | Environmental Matters                           |  |  | 53 | 
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|SECTION 3.11. |  | Properties                                      |  |  | 53 | 
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|SECTION 3.12. |  | Compliance with Laws                            |  |  | 53 | 
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|SECTION 3.13. |  | Investment and Holding Company Status           |  |  | 54 | 
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|SECTION 3.14. |  | Disclosure                                      |  |  | 54 | 

ARTICLE IV

Conditions

|              |  |                                                |  |  |    | 
|------------- |  | ---------------------------------------------- |  |  | -- | 
|SECTION 4.01. |  | Effective Date                                 |  |  | 54 | 
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|SECTION 4.02. |  | Each Borrowing                                 |  |  | 55 | 
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|SECTION 4.03. |  | Initial Borrowing by each Borrowing Subsidiary |  |  | 56 | 

ARTICLE V

Affirmative Covenants

|              |  |                                         |  |  |    | 
|------------- |  | --------------------------------------- |  |  | -- | 
|SECTION 5.01. |  | Corporate Existence                     |  |  | 56 | 
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|SECTION 5.02. |  | Maintenance of Properties               |  |  | 56 | 
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|SECTION 5.03. |  | Taxes                                   |  |  | 57 | 
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|SECTION 5.04. |  | Insurance                               |  |  | 57 | 
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|SECTION 5.05. |  | Financial Reports and Other Information |  |  | 57 | 
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|SECTION 5.06. |  | Books and Records; Inspection Rights    |  |  | 59 | 
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|SECTION 5.07. |  | Compliance with Laws                    |  |  | 59 | 
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|SECTION 5.08. |  | Guarantee Requirement                   |  |  | 59 | 
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|SECTION 5.09. |  | Material Subsidiaries                   |  |  | 59 | 

ARTICLE VI

Negative Covenants

|              |  |                                 |  |  |    | 
|------------- |  | ------------------------------- |  |  | -- | 
|SECTION 6.01. |  | Priority Indebtedness           |  |  | 60 | 
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|SECTION 6.02. |  | Liens                           |  |  | 60 | 
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|SECTION 6.03. |  | Sale-Leaseback Transactions     |  |  | 62 | 
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|SECTION 6.04. |  | Subsidiary Indebtedness         |  |  | 63 | 
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|SECTION 6.05. |  | Fundamental Changes             |  |  | 64 | 
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|SECTION 6.06. |  | Investments, Loans and Advances |  |  | 64 | 
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|SECTION 6.07. |  | Junior Payments                 |  |  | 65 | 





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4

|              |  |                                                                       |  |  |    | 
|------------- |  | --------------------------------------------------------------------- |  |  | -- | 
|SECTION 6.08. |  | Use of Proceeds                                                       |  |  | 65 | 
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|SECTION 6.09. |  | Ratio of Consolidated Total Debt to Consolidated EBITDA               |  |  | 65 | 
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|SECTION 6.10. |  | Ratio of Consolidated Free Cash Flow to
Consolidated Interest Expense |  |  | 66 | 

ARTICLE VII

Events of Default and CAM

|              |  |                   |  |  |    | 
|------------- |  | ----------------- |  |  | -- | 
|SECTION 7.01. |  | Events of Default |  |  | 66 | 
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|SECTION 7.02  |  | CAM Exchange      |  |  | 68 | 
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|SECTION 7.03. |  | Letters of Credit |  |  | 69 | 

ARTICLE VIII

| |  |            |   
| |  | ---------- | --
| |  | The Agents | 70

ARTICLE IX

| |  |           |   
| |  | --------- | --
| |  | Guarantee | 72

ARTICLE X

Miscellaneous

|               |  |                                                                                            |  |  |    | 
|-------------- |  | ------------------------------------------------------------------------------------------ |  |  | -- | 
|SECTION 10.01. |  | Notices                                                                                    |  |  | 73 | 
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|SECTION 10.02. |  | Waivers; Amendments                                                                        |  |  | 74 | 
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|SECTION 10.03. |  | Expenses; Indemnity; Damage Waiver                                                         |  |  | 76 | 
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|SECTION 10.04. |  | Successors and Assigns                                                                     |  |  | 77 | 
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|SECTION 10.05. |  | Survival                                                                                   |  |  | 80 | 
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|SECTION 10.06. |  | Counterparts; Integration; Effectiveness                                                   |  |  | 80 | 
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|SECTION 10.07. |  | Severability                                                                               |  |  | 80 | 
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|SECTION 10.08. |  | Right of Setoff                                                                            |  |  | 81 | 
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|SECTION 10.09. |  | Governing Law; Jurisdiction; Consent to Service of Process                                 |  |  | 81 | 
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|SECTION 10.10. |  | WAIVER OF JURY TRIAL                                                                       |  |  | 81 | 
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|SECTION 10.11. |  | Headings                                                                                   |  |  | 82 | 
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|SECTION 10.12. |  | Confidentiality                                                                            |  |  | 82 | 
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|SECTION 10.13. |  | Interest Rate Limitation                                                                   |  |  | 82 | 
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|SECTION 10.14. |  | Conversion of Currencies                                                                   |  |  | 82 | 
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|SECTION 10.15. |  | Release of Guarantees; Termination of Certain Covenants
and Subsidiary Guarantee Agreement |  |  | 83 | 





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5

SCHEDULES

|                 |  |   |  |                                     
|---------------- |  | - |  | ------------------------------------
|Schedule 1.01A   |  |  |  | Approved Issuing Bank Affiliates    
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|Schedule 1.01B   |  |  |  | Initial Material Subsidiaries       
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|Schedule 2.01    |  |  |  | Commitments                         
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|Schedule 2.05(j) |  |  |  | Existing Letters of Credit          
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|Schedule 2.18    |  |  |  | Payment Accounts                    
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|Schedule 3.06    |  |  |  | Litigation                          
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|Schedule 3.10    |  |  |  | Environmental Matters               
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|Schedule 6.02    |  |  |  | Existing Liens                      
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|Schedule 6.03    |  |  |  | Existing Sale-Leaseback Transactions
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|Schedule 6.04    |  |  |  | Existing Subsidiary Indebtedness    

EXHIBITS:

|            |  |   |  |                                                                      
|----------- |  | - |  | ---------------------------------------------------------------------
|Exhibit A   |  |  |  | Form of Assignment and Acceptance                                    
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|Exhibit B-1 |  |  |  | Form of Borrowing Subsidiary Agreement                               
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|Exhibit B-2 |  |  |  | Form of Borrowing Subsidiary Termination                             
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|Exhibit C   |  |  |  | Reserve Costs                                                        
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|Exhibit D-1 |  |  |  | Form of Opinion of Paul McGrath, General
Counsel                     
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|Exhibit D-2 |  |  |  | Form of Opinion of Cahill Gordon & Reindel, Counsel for the Borrowers
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|Exhibit E   |  |  |  | Form of Compliance Certificate                                       
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|Exhibit F   |  |  |  | Form of Note                                                         
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|Exhibit G   |  |  |  | Form of Subsidiary Guarantee Agreement                               
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|Exhibit H   |  |  |  | Form of Indemnity, Subrogation and Contribution Agreement            





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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | FIVE-YEAR CREDIT AGREEMENT dated as of November 6, 2001,
among AMERICAN STANDARD COMPANIES INC., a Delaware
corporation (Holdings); AMERICAN STANDARD INC., a Delaware corporation (the
Company); AMERICAN STANDARD INTERNATIONAL INC., a Delaware corporation
(ASII); the BORROWING SUBSIDIARIES from time to time party hereto (the
Borrowing Subsidiaries, and, together with the Company and ASII, the
Borrowers); the LENDERS from time to time party hereto; THE CHASE MANHATTAN
BANK, as Administrative Agent, as Issuing Bank and as Swingline Lender; CHASE
MANHATTAN INTERNATIONAL LIMITED, as London Agent; CHASE MANHATTAN INTERNATIONAL
LIMITED, as Italian Agent; BANK OF AMERICA, N.A., CITIBANK, N.A. and DEUTSCHE
BANK AG, as Syndication Agents; and THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY
and LLOYDS TSB BANK PLC, as Documentation Agents.

The Borrowers have requested the Lenders (such term and each other
capitalized term used and not otherwise defined herein having the meaning
assigned to it in Article I) to extend credit in the form of (a) US Tranche
Commitments under which the Borrowers may obtain Loans in US Dollars and one or
more Designated Foreign Currencies in an aggregate principal amount at any one
time outstanding not in excess of US$840,769,230.77, (b) Italian Tranche
Commitments under which the Italian Borrowing Subsidiaries may obtain Loans in
Euro and the Borrowers may obtain Loans in US Dollars and one or more
Designated Foreign Currencies in an aggregate principal amount at any one time
outstanding not in excess of US$159,230,769.23, (c) Letters of Credit in US
Dollars, Sterling, Euro and Canadian Dollars in an aggregate stated amount at
any time outstanding not in excess of US$250,000,000 and (d) Swingline Loans in
(i) US Dollars in an aggregate principal amount at any time outstanding not in
excess of US$50,000,000 and (ii) Sterling or Euro in an aggregate principal
amount outstanding at any time not in excess of US$50,000,000. The Borrowers
have also requested the Lenders to provide a procedure pursuant to which the
Borrowers may invite the Lenders to bid on an uncommitted basis on short-term
Loans to the Borrowers. The proceeds of Borrowings hereunder on the Effective
Date are to be used to refinance existing Indebtedness of the Borrowers under
the Existing Credit Agreement; proceeds of subsequent Borrowings hereunder, and
the Letters of Credit issued hereunder, are to be used for working capital and
for general corporate purposes.

The Lenders are willing to establish the credit facilities referred to in
the preceding paragraph upon the terms and subject to the conditions set forth
herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

ABR, when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

Administrative Agent means The Chase Manhattan Bank, in its capacity as
administrative agent for the Lenders hereunder, or any successor thereto
appointed in accordance with Article VIII.





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2

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

Affiliate means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

Agents means, collectively, the Administrative Agent, the London Agent
and the Italian Agent.

Agreement Currency has the meaning assigned to such term in Section
10.14(b).

Alternate Base Rate means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate, or the Federal Funds Effective Rate, respectively.

Applicable Agent means (a) with respect to any Loan, Borrowing or Letter
of Credit denominated in US Dollars, or with respect to any payment that does
not relate to any particular Loan or Borrowing, the Administrative Agent, (b)
with respect to any Loan, Borrowing or Letter of Credit denominated in any
Designated Foreign Currency (other than any Loan or Borrowing to or by an
Italian Borrowing Subsidiary pursuant to the Italian Tranche Commitments), the
London Agent, and (c) with respect to any Loan or Borrowing to or by an Italian
Borrowing Subsidiary pursuant to the Italian Tranche Commitments, the Italian
Agent.

Applicable Creditor has the meaning assigned to such term in Section
10.14(b).

Applicable Percentage means, with respect to any Lender, the percentage
of the aggregate Commitments represented by the aggregate amount of such
Lenders Commitments. If the Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments.

Applicable Rate means, for any day, with respect to any Eurocurrency
Revolving Loan or ABR Loan or with respect to the facility fees payable
hereunder, as the case may be, the applicable rate per annum set forth below
under the caption Eurocurrency Spread, ABR Spread or Facility Fee Rate,
as the case may be, based upon the Index Ratings in effect on such date:

|                           |  |              |       |            |  |                   |       |  |  |  |       | 
|-------------------------- |  | ------------ | ----- | ---------- |  | ----------------- | ----- |  |  |  | ----- | 
|Index Ratings              |  | Eurocurrency |       |            |  |                   |       |  |  | 
|(S&P/Moody's)              |  | Spread       |       | ABR Spread |  | Facility Fee Rate
|                           |  |              |       |            |  |                  
|Category 1
A-/A3 or higher |  |              | 0.375 |            |  |                   | 0.000 |  |  |  | 0.125 | 
|                          
|                          
|                          
|                          
|Category 2
BBB+/Baa1       |  |              | 0.600 |            |  |                   | 0.000 |  |  |  | 0.150 | 
|                          
|                          
|                          
|                          
|Category 3
BBB/Baa2        |  |              | 0.725 |            |  |                   | 0.000 |  |  |  | 0.175 | 





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3

|                           |  |  |       |  |  |  |       |  |  |  |       | 
|-------------------------- |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|Category 4
BBB-/Baa3       |  |  | 1.025 |  |  |  | 0.025 |  |  |  | 0.225 | 
|                          
|                          
|                          
|                          
|Category 5
BB+/Ba1         |  |  | 1.250 |  |  |  | 0.250 |  |  |  | 0.250 | 
|                          
|                          
|                          
|                          
|Category 6
BB/Ba2 or lower |  |  | 1.625 |  |  |  | 0.625 |  |  |  | 0.375 | 

For purposes of the foregoing, (i) if either Moodys or S&P shall not have in
effect an Index Rating as a result of any action or inaction on the part of
Holdings or any Subsidiary, then such rating agency shall be deemed to have
established an Index Rating in Category 6; (ii) if the Index Ratings
established or deemed to have been established by Moodys and S&P shall fall
within different Categories, the Applicable Rate
shall be based on the higher of the two ratings unless (A) one of the two
ratings is two or more Categories lower than the other and neither rating is in
Category 6, in which case the Applicable Rate shall be determined by reference
to the Category next above that of the lower of the two ratings or (B) either
rating is or is deemed to be in Category 6, in which case the Applicable Rate
shall be determined by reference to the lower of the two ratings and (iii) if
the Index Ratings established or deemed to have been established by Moodys and
S&P shall be changed (other than as a result of a change in the rating system
of Moodys or S&P), such change shall be effective as of the date on which it
is first announced by the applicable rating agency. Each change in the
Applicable Rate shall apply during the period commencing on the effective date
of such change and ending on the date immediately preceding the effective date
of the next such change. If the rating system of Moodys or S&P shall change,
or if either such rating agency shall cease to be in the business of rating
corporate debt obligations, or if Moodys or S&P shall not have in effect an
Index Rating other than as a result of any action or inaction on the part of
Holdings or any Subsidiary, the Borrower Agent and the Administrative Agent, on
behalf of the Lenders, shall negotiate in good faith to amend this definition
to reflect such changed rating system or the unavailability of ratings from
such rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently in
effect prior to such change or cessation.

ASII has the meaning assigned to such term in the heading of this
Agreement.

Assignment and Acceptance means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent
is required by Section 10.04), and accepted by the Administrative Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent and
the Borrower Agent.

Attributable Debt means (a) with respect to any Sale-Leaseback
Transaction, the present value (discounted at the rate set forth or implicit in
the terms of the lease included in such Sale-Leaseback Transaction, compounded
semiannually) of the total obligations of the lessee for rental payments (other
than amounts required to be paid on account of taxes, maintenance, repairs,
insurance, assessments, utilities, operating and labor costs and other items
which do not constitute payments for property rights or amounts related to
contingent rents (such as those based on sales)) during the remaining term of
the lease included in such Sale-Leaseback Transaction (including any period for
which such lease has been extended). In the case of any lease which is
terminable by the lessee upon payment of a penalty, the Attributable Debt shall
be the lesser of the Attributable Debt determined assuming termination upon the
first date such lease may be terminated (in which case the Attributable Debt
shall also include the amount of the penalty, but no rent shall be considered
as required to be paid under such lease subsequent to the first
date





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4

upon which
it may be so terminated) or the Attributable Debt determined assuming no such
termination, and (b) with respect to any Synthetic Lease, on any date, the
aggregate rental or similar payments, however denominated, made or to be made
under any Synthetic Lease during the fiscal year in progress on such date
multiplied by eight.

Australian Dollars or A$ means the lawful money of the Commonwealth of
Australia.

Availability Period means the period from and including the Effective
Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

Board means the Board of Governors of the Federal Reserve System of the
United States of America.

Borrower means the Company, ASII or any Borrowing Subsidiary.

Borrower Agent means Holdings, which for convenience shall act on behalf
of the Borrowers for purposes of giving and receiving certain notices and
taking certain other actions as more fully set forth herein.

Borrowing means (a) Revolving Loans of the same Type and currency made,
converted or continued on the same date and, in the case of Eurocurrency Loans,
as to which a single Interest Period is in effect, (b) a Competitive Loan or
group of Competitive Loans of the same Type and currency made on the same date
and as to which a single Interest Period is in effect or (c) a Swingline Loan.

Borrowing Minimum means (a) in the case of a Borrowing denominated in US
Dollars, US$5,000,000 (or, in the case of a Swingline Borrowing, US$1,000,000)
and (b) in the case of a Borrowing denominated in any Designated Foreign
Currency, the smallest integral multiple of 1,000,000 units (or, in the case of
Sterling, 500,000 units) of such currency that has a US Dollar Equivalent at
least equal to US$5,000,000.

Borrowing Multiple means (a) in the case of a Borrowing denominated in
US Dollars, US$1,000,000 and (b) in the case of a Borrowing denominated in any
other currency, 1,000,000 units (or, in the case of Sterling, 500,000 units) of
such currency.

Borrowing Request means a request by a Borrower for a Revolving
Borrowing in accordance with Section 2.03.

Borrowing Subsidiary means, at any time, each of the Subsidiaries that
(a) is named on the signature pages to this Agreement or (b) has been
designated as a Borrowing Subsidiary by the Borrower Agent pursuant to Section
2.20, other than any such Subsidiary that has ceased to be a Borrowing
Subsidiary as provided in Section 2.20.

Borrowing Subsidiary Agreement means a Borrowing Subsidiary Agreement
substantially in the form of Exhibit B-1.

Borrowing Subsidiary Termination means a Borrowing Subsidiary
Termination substantially in the form of Exhibit B-2.

Business Day means any day that is not a Saturday or a Sunday; provided
that (a) when used in connection with a Loan or Letter of Credit denominated in
US Dollars, the term Business Day





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5

shall also exclude any day on which
commercial banks in New York City are authorized or required by law to remain
closed; (b) when used in connection with a Eurocurrency Loan or a Fixed Rate
Loan or Letter of Credit denominated in a Designated Foreign Currency, the term
Business Day shall also exclude any day on which banks are not open for
dealings in deposits in the applicable currency in the London interbank market,
(c) when used in connection with a Loan or Letter of Credit denominated in
Euro, the term Business Day shall also exclude any day on which the TARGET
payment system is not open for the settlement of payments in Euro, and (d) when
used in connection with a Eurocurrency Loan or a Fixed Rate Loan or Letter of
Credit denominated in a Designated Foreign Currency (other than Euro), the term
Business Day shall also exclude any day on which banks are not open for
dealings in deposits in the applicable Designated Foreign Currency in the
principal financial center of the country of such Designated Foreign Currency.

Calculation Date means (a) the last Business Day of each calendar
quarter and (b) solely with respect to any Designated Foreign Currency for a
requested new Borrowing for which an Exchange Rate was not established on the
immediately preceding Calculation Date, the Business Day immediately preceding
the date on which such Borrowing is to be made, providedthat the
Administrative Agent may in addition designate the last day of any other month
as a Calculation Date if it reasonably determines that there has been
significant volatility in the foreign currency markets since the most recent
Calculation Date.

CAM means the mechanism for the allocation and exchange of interests in
Loans and other extensions of credit under the several Tranches and collections
thereunder established under Section 7.02.

CAM Exchange means the exchange of the Lenders interests provided for
in Section 7.02.

CAM Exchange Date means the date on which any event referred to in
paragraph (g) or (h) of Section 7.01 shall occur in respect of Holdings, the
Company or ASII.

CAM Percentage means, as to each Lender, a fraction, expressed as a
decimal, of which (a) the numerator shall be the aggregate US Dollar Equivalent
(determined on the basis of Exchange Rates prevailing on the CAM Exchange Date)
of the Designated Obligations owed to such Lender (whether or not at the time
due and payable) and such Lenders participations in undrawn amounts of Letters
of Credit immediately prior to the CAM Exchange Date and (b) the denominator
shall be the aggregate US Dollar Equivalent (as so determined) of the
Designated Obligations owed to all the Lenders (whether or not at the time due
and payable) and the aggregate undrawn amount of outstanding Letters of Credit
immediately prior to the CAM Exchange Date.

Canadian Dollars or C$ means the lawful money of Canada.

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

Capital Lease Obligations of any person means the obligations of such
person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination
thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such person under GAAP applied on a
consistent basis and, for the





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6

purposes of this Agreement, the amount of such
obligations at any time shall be the capitalized amount thereof at such time
determined in accordance with GAAP applied on a consistent basis.

Cash Equivalents means (a) direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed by, the
United States of America (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the United States of
America), in each case maturing within one year from the date of acquisition
thereof; (b) investments in commercial paper maturing within 270 days from the
date of acquisition thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from Moodys; (c) investments in
certificates of deposit, bankers acceptances and time deposits maturing within
180 days from the date of acquisition thereof issued or guaranteed by or placed
with, and money market deposit accounts issued or offered by, any domestic
office of any commercial bank organized under the laws of the United States of
America or any State thereof which has a combined capital and surplus and
undivided profits of not less than $500,000,000 and (d) fully collateralized
repurchase agreements with a term of not more than 30 days for securities
described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c)
above.

Cash Pooling Arrangement means an arrangement among a single depository
institution and two or more Non-US Subsidiaries involving the pooling of cash
deposits by such Non-US Subsidiaries for cash management purposes.

A Change in Control shall be deemed to have occurred if at any time (a)
any Person or group of Persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, as amended, or the rules of the SEC
thereunder) shall have acquired beneficial ownership (within the meaning of
Rule 13d-3 promulgated by the SEC under said Act) of 40% or more in voting
power of the outstanding Voting Stock of Holdings, (b) (i) fewer than 75% of
the members of the Board of Directors of Holdings shall be (x) individuals who
are members of such Board of Directors on the date hereof or (y) individuals
whose nomination or election to such Board of Directors was recommended or
approved by a vote of at least 75% of the members of the Board of Directors
described in the preceding clause (x) or in this clause (y), or (c) either the
Company or ASII shall not be a Wholly Owned Subsidiary of Holdings.

Change in Law means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or any Issuing
Bank, or by any lending or issuing office of such Lender or Issuing Bank or by
such Lenders or such Issuing Banks holding company, if any, with any request,
guideline or directive of any Governmental Authority made or issued after the
date of this Agreement, to the extent such request, guideline or directive has
the force of law or is of a type generally complied with by financial
institutions under the jurisdiction of such Governmental Authority.

Chase means The Chase Manhattan Bank and its successors.

Class, when used in reference to (a) any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are US Tranche
Revolving Loans, Italian Tranche Revolving Loans, Competitive Loans or
Swingline Loans and (b) any Commitment, refers to whether such Commitment is a
US Tranche Commitment or an Italian Tranche Commitment.

Class I Termination Condition means that the Index Ratings shall be at
least Baa2 and BBB, respectively.





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7

Class II Termination Condition means that the Index Ratings shall be at
least A3 and A-, respectively.

CMIL means Chase Manhattan International Limited and its successors.

Code means the Internal Revenue Code of 1986, as amended from time to
time.

Commitment means a US Tranche Commitment or an Italian Tranche
Commitment.

Company has the meaning assigned to such term in the heading of this
Agreement.

Competitive Bid means an offer by a Lender to make a Competitive Loan in
accordance with Section 2.04.

Competitive Bid Rate means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

Competitive Bid Request means a request by a Borrower for Competitive
Bids in accordance with Section 2.04.

Competitive Loan means a Loan made pursuant to Section 2.04.

Competitive Loan Exposure means, with respect to any Lender at any time,
the sum of (a) the aggregate principal amount of the outstanding Competitive
Loans of such Lender denominated in US Dollars and (b) the sum of the US Dollar
Equivalents of the aggregate principal amounts of the outstanding Competitive
Loans of such Lender denominated in Designated Foreign Currencies.

Consolidated Capital Expenditures means, with respect to a person, the
capital expenditures of such person and its consolidated Subsidiaries,
determined on a consolidated basis in accordance with GAAP; provided, that in
computing Consolidated Capital Expenditures for any period, any capital
expenditure shall be excluded to the extent the consideration for such capital
expenditure consisted of common stock of Holdings; provided furtherthat to the
extent that GAAP changes after the date hereof to exclude Capital Lease
Obligations from Consolidated Capital Expenditures, such Capital Lease
Obligations will be included for purposes of calculating Consolidated Capital
Expenditures hereunder.

Consolidated EBITDA means, for any period, Consolidated Net Income for
such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the
sum of (i) consolidated interest expense for such period, (ii) consolidated
income tax expense for such period, (iii) all amounts attributable to
depreciation and amortization for such period and (iv) any extraordinary or
non-recurring non-cash charges for such period related to plant closings or
other restructurings of operations or to the writedown of assets, and minus (b)
without duplication and to the extent not deducted in determining such
Consolidated Net Income, (i) extraordinary gains for such period and (ii) any
amounts paid in cash in respect of extraordinary or non-recurring non-cash
charges during any earlier period related to plant closings or other
restructurings of operations or to the writedown of assets, all determined on a
consolidated basis in accordance with GAAP; providedthat for any period
including a fiscal quarter during which an acquisition or a divestiture was
consummated outside of the ordinary course of business, Consolidated EBITDA
shall be determined on a pro forma basis as if such acquisition or divestiture,
as the case may be, had occurred at the beginning of such period.





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8

Consolidated Free Cash Flow means, for any period, Consolidated EBITDA
for such period minus Consolidated Capital Expenditures for such period.

Consolidated Interest Expense means, with respect to any Person, for any
period for which such amount is being determined, total interest expense
(including that properly attributable to Capital Leases in accordance with GAAP
and amortization of debt discount and debt issuance costs) of such Person and
its consolidated Subsidiaries on a consolidated basis, including all
capitalized interest, all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers acceptance financings and
net costs under interest rate protection agreements (including amortization of
discount) all as determined on a consolidated basis in accordance with GAAP
and, to the extent Consolidated EBITDA for any period is determined on a pro
forma basis to reflect an acquisition or divestiture out of the ordinary course
of business, Consolidated Interest Expense shall be calculated on a pro forma
basis as if such acquisition or divestiture, as the case may be, had occurred
at the beginning of such period.

Consolidated Net Income means, with respect to any Person, for any
period, the net income or loss of such Person and its consolidated Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP;
providedthat there shall be excluded the income or loss of any Person accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated
with Holdings or any Subsidiary or the date that such Persons assets are
acquired by Holdings or any Subsidiary.

Consolidated Net Tangible Assets means, with respect to any Person, the
aggregate amount of assets of such Person (less applicable reserves and other
properly deductible items) after deducting therefrom (to the extent otherwise
included therein) (a) all current liabilities (other than Borrowings under this
Agreement or current maturities of long-term Indebtedness), and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the books and records
of such Person and its consolidated Subsidiaries and computed in accordance
with GAAP.

Consolidated Total Debt means, for any Person, all Indebtedness of such
Person and its consolidated Subsidiaries, determined on a consolidated basis in
accordance with GAAP.

Control means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
Controlling and Controlled have meanings correlative thereto.

Controlled Group means all of a controlled group of corporations and all
trades and businesses (whether or not incorporated) under common control that,
together with Holdings or any of the Subsidiaries, are treated as a single
employer under Section 414 of the Code.

Credit Documents means this Agreement, each Borrowing Subsidiary
Agreement, each Borrowing Subsidiary Termination, the Subsidiary Guarantee
Agreement, the Indemnity, Subrogation and
Contribution Agreement, each Letter of Credit and each promissory note
delivered pursuant to this Agreement, as such documents may be amended,
modified, supplemented or restated from time to time.

Credit Event means each Borrowing and each issuance, extension or
increase in the amount of any Letter of Credit.

Credit Parties means Holdings, the Company, ASII, each Borrowing
Subsidiary and each Subsidiary Guarantor.





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9

Default means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would become an Event of
Default.

Designated Foreign Currency means (a) Sterling, Euro, Australian
Dollars, Canadian Dollars, Swiss Francs, Yen and any other currency that each
of the Lenders, at the request of the Borrower Agent, shall have approved in
writing as a Designated Foreign Currency and (b) any other currency specified
by a Borrower in a notice to the Administrative Agent for a proposed
Competitive Borrowing which, at the time such Borrowing is made, is freely
transferable and convertible into US Dollars in the London market and for
which, at such time, LIBO Rates can be determined by reference to the Telerate
screen as provided in the definition of LIBO Rate.

Designated Foreign Currency Swingline Exposure means, at any time, the
aggregate amount of the US Dollar Equivalents of the principal amounts of all
Swingline Loans denominated in Designated Foreign Currencies outstanding at
such time. The Designated Foreign Currency Swingline Exposure of any US
Tranche Lender at any time shall be such Lenders US Tranche Percentage of the
aggregate Designated Foreign Currency Swingline Exposure.

Designated Obligations means, in respect of this Agreement, all
Obligations of the Credit Parties in respect of (a) principal of and interest
on the Loans (other than Competitive Loans), (b) payments required to be made
hereunder in respect of Letters of Credit, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide
cash collateral and (c) facility fees and Letter of Credit participation fees
in respect of this Agreement, in each case regardless of whether then due and
payable. The Designated Obligations owed to any Lender under this Agreement in
respect of outstanding Swingline Loans will consist of such Lenders Swingline
Exposure.

Designated Subsidiary means the Company, ASII and each Material
Subsidiary that shall be a party to the Subsidiary Guarantee Agreement and a
Guarantor of all the Obligations.

Effective Date means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02).

EMU Legislation means the legislative measures of the European Union for
the introduction of, changeover to or operation of the Euro in one or more
member states.

Environmental Laws means all federal, state, local and foreign statutes,
laws (including common law), regulations, ordinances, judgments, permits and
other governmental rules or restrictions relating to human health, safety
(including occupational safety and health standards), and protection of the
environment or to emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into the environment, including
ambient air, surface or ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the cleanup or other remediation thereof.

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





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10

Equity Interests means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants,
options or other rights entitling the holder thereof to purchase or acquire any
such equity interests.

ERISA has the meaning assigned to such term in Section 3.09.

Euro
or  means the single currency of the European Union as
constituted by the Treaty on European Union and as referred to in the EMU
Legislation.

Eurocurrency, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the LIBO Rate.

Event of Default has the meaning assigned to such term in Article VII.

Exchange Rate means on any day, for purposes of determining the US
Dollar Equivalent of any other currency, the rate at which such other currency
may be exchanged into US Dollars, as set forth at approximately 11:00 a.m.,
London time, on such day on the Reuters World Currency Page for such currency.
In the event that such rate does not appear on any Reuters World Currency Page,
the Exchange Rate shall be determined by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Borrower Agent, or, in the absence of such an
agreement, such Exchange Rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the market where its
foreign currency exchange operations in respect of such currency are then being
conducted, at or about 10:00 a.m., Local Time, on such date for the purchase of
US Dollars for delivery two Business Days later; providedthat if at the time
of any such determination, for any reason, no such spot rate is being quoted,
the Administrative Agent may use any reasonable method it deems appropriate to
determine such rate, and such determination shall be presumed correct in the
absence of facts or circumstances indicating that it has been made in error.

Excluded Taxes means, with respect to any Agent, the Issuing Bank, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of any Credit Party hereunder or under any other Credit Document,
(a) income, franchise or similar taxes (i) imposed on (or measured by) its net
income by the United States of America, or by the jurisdiction under the laws
of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office
is located or (ii) imposed as a result of a present or former connection
between such recipient and the jurisdiction of the Governmental Authority
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from such recipients
having executed, delivered or performed its obligations or received a payment
under, or enforced, any Credit Document), (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other
jurisdiction described in clause (a) above, (c) in the case of any Lender, any
withholding tax imposed by the United States of America or the United Kingdom
that is in effect and would apply to amounts payable by a Borrower from an
office within the United States of America or the United Kingdom to a US
Lending Office or a UK Lending Office of such Lender at the time such Lender
becomes a Lender under this Agreement (or designates such US Lending Office or
UK Lending Office), (d) in the case of an Italian Tranche Lender (other than
any Person succeeding to any rights of a Italian Tranche Lender by operation of
the CAM), any withholding tax imposed by Italy (or any political subdivision
thereof) that is in effect and would apply to amounts payable by an Italian
Borrowing Subsidiary from an office within Italy to the Italian Lending Office
of such Italian Tranche Lender at the time such Italian Tranche Lender becomes
an Italian Lender under this Agreement (or designates a new Italian Lending





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11

Office), and (e) in the case of any Lender, any withholding tax that is
attributable to such Lenders failure to comply with Section 2.17(e); provided
that in the case of clauses (c) or (d) above, no withholding tax shall be an
Excluded Tax if and to the extent that a Lender (or its assignor, if any) shall
have been entitled, at the time it designates a new lending office (or at the
time it acquires any rights hereunder by assignment), to receive additional
amounts with respect to such withholding tax pursuant to Section 2.17.

Existing Credit Agreement means the Amended and Restated Credit
Agreement dated as of January 31, 1997, as amended, among Holdings, the
Company, ASII, the lenders party thereto and the agents party thereto.

Existing Letters of Credit means the Letters of Credit described in
Schedule 2.05(j).

Federal Funds Effective Rate means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding 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 (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

Financial Officer means the chief financial officer, principal
accounting officer, treasurer, assistant treasurer or controller of Holdings or
the Company, as applicable.

Fixed Rate means, with respect to any Competitive Loan (other than a
Eurocurrency Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

Fixed Rate Loan means a Competitive Loan bearing interest at a Fixed
Rate.

Foreign Cash Equivalents means (i) direct obligations issued or
unconditionally guaranteed by the government of the country in which any
Borrower is incorporated or has its principal place of business, or the
government of the country in which the Non-US Subsidiary investing therein is
incorporated or has its principal place of business, in each case having
maturities of not more than six months from the date of acquisition and (ii)
direct demand obligations of principal banking institutions located in any such
country.

Foreign Currency Swingline Exposure means at any time, the aggregate of
the US Dollar Equivalents of the principal amounts of all Swingline Loans
denominated in Sterling or Euro outstanding at such time. The Foreign Currency
Swingline Exposure of any US Tranche Lender at any time shall be such Lenders
US Tranche Percentage of the aggregate Foreign Currency Swingline Exposure.

Foreign Lender means, as to any Borrower, any Lender that is organized
under the laws of a jurisdiction other than that in which such Borrower is
located. For purposes of this definition, the United States of America, each
State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.

GAAP means generally accepted accounting principles in the United States
of America.

Governmental Authority means the government of the United States of
America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority,





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12

instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

Guarantee of or by any person means any obligation, contingent or
otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the primary obligor) in
any manner, whether directly or indirectly, and including any obligation of
such person, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or to purchase (or to
advance or supply funds for the purchase of) any security for the
payment of such Indebtedness, (b) to purchase property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment of
such Indebtedness or (c) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness; provided, however, that
the term Guarantee shall not include endorsements for collection or deposit, in
either case in the ordinary course of business. The amount of any Guarantee
shall be deemed to equal the stated or determinable amount of the primary
obligation in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such person is required to perform thereunder); provided, however,
that the amount of any Guarantee that, by its terms, limits the amount payable
thereunder to a stated or determinable amount shall not exceed such stated or
determinable amount.

Guarantee Requirement means the requirement that the Administrative
Agent shall have received from each Material Subsidiary (other than the Company
and ASII) either (a) a counterpart of each of the Subsidiary Guarantee
Agreement and the Indemnity, Subrogation and Contribution Agreement, duly
executed and delivered on behalf of such Material Subsidiary, or (b) a
supplement to each such Agreement, in the form specified therein, duly executed
and delivered on behalf of such Material Subsidiary; providedthat no Material
Subsidiary that is a Non-US Subsidiary will be required to guarantee (i) any
Obligations of any US Subsidiary or (ii) any Obligations of any Non-US
Subsidiary if the guarantee of such Obligations of such Non-US Subsidiary would
result in (A) any violation of any applicable law or any joint venture or
similar agreement with any Person other than Holdings or a Subsidiary, (B) any
liability on the part of the officers, directors or employees of such Material
Subsidiary, or (C) any adverse tax consequences (as determined by Holdings in
consultation with the Administrative Agent) for Holdings or any of its
Subsidiaries.

Guarantor means each of Holdings, the Company, ASII and each Subsidiary
that is, or is required to be, party to the Subsidiary Guarantee Agreement.

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

Hedging Agreement means any interest rate protection agreement, foreign
currency exchange agreement, currency swap agreement or other interest or
currency exchange rate hedging arrangement. The principal amount of any
Hedging Agreement of Holdings or any Subsidiary at any time shall be deemed to
be the aggregate amount at such time of the payments that would be required to
be made by Holdings or such Subsidiary in the event of any early termination at
such time of such Hedging Agreement.

Holdings has the meaning assigned to such term in the heading of this
Agreement.





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13

Incur means create, incur, assume, Guarantee or otherwise become
responsible for, and Incurred and Incurrence shall have correlative
meanings.

Indebtedness of any person means, without duplication, (a) all
obligations of such person for money borrowed or raised, (b) all obligations of
such person (other than accounts payable and other similar items arising in the
ordinary course of business) for the deferred payment of the purchase price of
property or services which would appear as liabilities on a balance sheet of
such person, (c) all Capital Lease Obligations of such person, (d) all
Guarantees by such person of obligations of others that otherwise constitute
Indebtedness and (e) all obligations (contingent or otherwise) of such person
as an account party in respect of letters of credit issued to secure payment
obligations that otherwise constitute Indebtedness.

Indemnified Taxes means Taxes other than Excluded Taxes.

Indemnity, Subrogation and Contribution Agreement means the Indemnity,
Subrogation and Contribution Agreement substantially in the form of Exhibit H
among Holdings, the Company, ASII, each of the Subsidiary Guarantors and the
Administrative Agent.

Index Ratings means the public ratings by Moodys and S&P of the
Companys senior, unsecured, long-term Indebtedness for borrowed money under
bank credit facilities that are not guaranteed by any other Person (other than
Holdings and other Subsidiaries) or subject to any other credit enhancement;
providedthat if either such rating agency shall not have in effect such a
rating for such Indebtedness for borrowed money under bank credit facilities
but shall have in effect a public corporate credit rating for the Company, then
the Index Rating of such rating agency shall be such corporate credit rating.

Information Memorandum means the Confidential Information Memorandum
dated September 2001 relating to Holdings, the Company, ASII and the
Transactions.

Interest Election Request means a request by a Borrower to convert or
continue a Revolving Borrowing in accordance with Section 2.08.

Interest Payment Date means (a) with respect to any ABR Loan (other than
a Swingline Loan), the last day of each March, June, September and December, (b)
with respect to any Eurocurrency Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurocurrency Borrowing with an Interest Period of more than three months
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months duration after the first day of such Interest
Period, (c) with respect to any Fixed Rate Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Fixed Rate Borrowing with an Interest Period of more than 90 days
duration (unless otherwise specified in the applicable Competitive Bid
Request), each day prior to the last day of such Interest Period that occurs at
intervals of 90 days duration after the first day of such Interest Period, and
any other dates that are specified in the applicable Competitive Bid Request as
Interest Payment Dates with respect to such Borrowing and (d) with respect to
any Swingline Loan, the day that such Loan is required to be repaid.

Interest Period means (a) with respect to any Eurocurrency Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three,
six, or, if available from time to time from all of the Lenders, twelve months
thereafter, as the applicable Borrower may elect, and (b) with respect to any
Fixed Rate Borrowing, the period (which shall not be less than 7 days or more
than 360 days) commencing on the date of such Borrowing and ending on the date
specified in the applicable Competitive Bid Request; provided, that (i) if





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14

any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the
case of a Eurocurrency Borrowing only, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end
on the next preceding Business Day and (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and, in the case of a Revolving Borrowing, thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

Investment means any direct or indirect purchase or other acquisition
of, or beneficial interest in, equity interests in any other person or any
direct or indirect loan, advance (other than advances to employees for
purchases of stock pursuant to any employee benefit plan or arrangement of
either of the Company or ASII or any Subsidiary, moving and travel expenses,
drawing accounts and other customary expenditures, and security deposits, in
each case in the ordinary course of business) or capital contribution to any
other person, but not any accounts receivable or other current assets not
resulting from the lending of money and arising in the ordinary course of
business. The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with respect to
such Investment, less the amount of such Investment returned in cash.

Issuing Bank means The Chase Manhattan Bank, Bank of America, N.A. and
any one or more other Lenders designated in writing by the Borrower Agent in a
notice delivered to the Administrative Agent, and their respective successors
in such capacity; providedthat such other Lender shall have consented to such
designation. The Issuing Banks may, in their respective discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of such Issuing
Banks listed in Schedule 1.01A or approved by the Borrower Agent (such approval
not to be unreasonably withheld), in which case the term Issuing Bank shall
include any such Affiliates with respect to Letters of Credit issued by such
Affiliates.

Italian Agent means CMIL, in its capacity as Italian agent for the
Lenders hereunder, or any successor thereto appointed in accordance with
Article VII.

Italian Borrowing Subsidiary means any Subsidiary that is incorporated
or otherwise organized under the laws of Italy or any political subdivision
thereof that has been designated as such pursuant to Section 2.20 and that has
not ceased to be an Italian Borrowing Subsidiary as provided in such Section.

Italian Lending Office means, as to any Italian Tranche Lender, the
applicable branch, office or Affiliate of such Italian Tranche Lender
designated by such Italian Tranche Lender to make Loans in Euro to the Italian
Borrowing Subsidiaries.

Italian Tranche Commitment means, with respect to each Italian Tranche
Lender, the commitment of such Italian Tranche Lender to make Italian Tranche
Revolving Loans pursuant to Section 2.01(c), expressed as an amount
representing the maximum aggregate permitted amount of such Lenders Italian
Tranche Revolving Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.09 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 10.04. The initial amount of each Italian Tranche Lenders Italian
Tranche Commitment is set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Italian Tranche Lender shall have assumed its
Italian Tranche Commitment, as applicable. The aggregate amount of the Italian
Tranche Commitments on the date hereof is US$159,230,769.23.





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15

Italian Tranche Lender means a Lender with an Italian Tranche Commitment
or with outstanding Italian Tranche Revolving Loans.

Italian Tranche Percentagemeans, with respect to any Italian Tranche
Lender, the percentage of the aggregate Italian Tranche Commitments represented
by such Lenders Italian Tranche Commitment. If the Italian Tranche
Commitments have terminated or expired, the Italian Tranche Percentages shall
be determined based upon the Italian Tranche Commitments most recently in
effect, giving effect to any assignments.

Italian Tranche Revolving Borrowingmeans a Borrowing comprised of
Italian Tranche Revolving Loans.

Italian Tranche Revolving Credit Exposuremeans, at any time, the sum of
(a) the aggregate principal amount of the Italian Tranche Revolving Loans
denominated in US Dollars at such time and (b) the aggregate principal amount
of the US Dollar Equivalents of the Italian Tranche Revolving Loans denominated
in Designated Foreign Currencies outstanding at such time. The Italian Tranche
Revolving Credit Exposure of any Lender at any time shall be such Lenders
Italian Tranche Percentage of the total Italian Tranche Revolving Credit
Exposure at such time.

Italian Tranche Revolving Loanmeans a Loan made by an Italian Tranche
Lender pursuant to Section 2.01(b). Each Italian Tranche Revolving Loan
denominated in US Dollars shall be a Eurocurrency Loan or an ABR Loan.

Joint Venture means any person, other than a Subsidiary, engaged in a
business of the type conducted by Holdings and the Subsidiaries on the date
hereof or reasonably related thereto, in which Holdings or a Subsidiary owns or
acquires equity interests that (a) represent at least 20% of the aggregate
equity interests in such person and (b) entitle Holdings or such Subsidiary to
participate, or to elect representatives who participate, in the direction of
the affairs of such person.

Judgment Currency has the meaning assigned to such term in Section
10.14(b).

Junior Payment means (a) any dividend or other distribution, direct or
indirect, on account of, or any repurchase or redemption of, any shares of any
class of stock of Holdings or any options or warrants or other rights in
respect thereof, other than a dividend or other distribution payable solely in
shares of common stock of Holdings or options, warrants or other rights to
acquire the same, other than any repurchase or redemption in connection with
any employee stock ownership plan or any other plan or program for the benefit
of employees, officers or directors of Holdings and the Subsidiaries, or (b)
any voluntary prepayment, redemption, purchase, retirement or defeasance of any
Indebtedness of Holdings or any Subsidiary (other than Indebtedness owed to
Holdings or any Subsidiary or the Lenders hereunder) in an aggregate principal
amount greater than US$15,000,000.

LC Disbursement means a payment made by any Issuing Bank in respect of a
Letter of Credit.

LC Exposure means at any time the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit denominated in US Dollars at such
time, (b) the aggregate of the US Dollar Equivalents of the undrawn amounts of
all outstanding Letters of Credit denominated in Sterling, Euro or Canadian
Dollars at such time, (c) the aggregate amount of all LC Disbursements
denominated in US Dollars that have not yet been reimbursed by or on behalf of
the Borrowers at such time and (d) the aggregate of the US Dollar Equivalents
of the amounts of all LC Disbursements denominated in Sterling,





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16

Euro or
Canadian Dollars that have not yet been reimbursed by or on behalf of the
Borrowers at such time. The LC Exposure of any US Tranche Lender at any time
shall be such Lenders US Tranche Percentage of the aggregate LC Exposure.

Lenders means the Persons listed on Schedule 2.01 and any other Person
that shall have become a party hereto pursuant to an Assignment and Acceptance,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance. Except to the extent otherwise expressly provided
for herein, the term Lenders includes the Swingline Lender.

Letter of Credit means any letter of credit issued pursuant to Section
2.05(a).

LIBO Rate means, with respect to any Eurocurrency Borrowing for any
Interest Period, (a) the rate per annum appearing under the British Bankers
Association Interest Settlement Rates for deposits in the currency of such
Borrowing at approximately 11:00 a.m., London time, on the Quotation Day for
such Interest Period, as reflected on the applicable Telerate screen page, for
a period equal to such Interest Period (or, if an interest rate is not
ascertainable pursuant to the foregoing provisions of this definition, the
average (rounded upward, if necessary, to the next 1/100 of 1%) of the
respective interest rates per annum at which deposits in the currency of such
Borrowing are offered for such Interest Period to major banks in the London
interbank market by Chase at approximately 11:00 a.m., London time, on the
Quotation Day for such Interest Period), multiplied by (b) the Statutory
Reserve Rate applicable to such Eurocurrency Borrowing; providedthat for
purposes of determining the interest rate applicable to any Eurocurrency
Competitive Borrowing, the LIBO Rate shall be the rate determined pursuant to
the foregoing clause (a) without giving effect to clause (b).

Lien means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, encumbrance, charge or security interest in or on such asset and
(b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement relating to such asset.

Loans means the loans made by the Lenders to the Borrowers pursuant to
this Agreement.

Local Time means (a) with respect to a Loan, Borrowing or Letter of
Credit denominated in US Dollars, New York City time, (b) with respect to a
Loan, Borrowing or Letter of Credit denominated in any Designated Foreign
Currency (other than any Loan to or Borrowing by any Italian Borrowing
Subsidiary pursuant to the Italian Tranche Commitments), London time, and (c)
with respect to any Loan to or Borrowing by any Italian Borrowing Subsidiary
pursuant to the Italian Tranche Commitments, Milan time.

London Agent means CMIL, in its capacity as London agent for the Lenders
hereunder, or any successor thereto appointed in accordance with Article VIII.

Margin means, with respect to any Competitive Loan bearing interest at a
rate based on the LIBO Rate, the marginal rate of interest, if any, to be added
to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

Margin Stock means margin stock as defined in Regulation U of the
Board of Governors of the Federal Reserve System.





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17

Material Adverse Effect means any event or condition not disclosed in
writing to the Lenders or in reports filed by Holdings with the SEC under the
Securities Exchange Act of 1934, in each case prior to the date of this
Agreement that (a) has resulted or could reasonably be expected to result in a
material adverse change in the business, assets, operations or financial
condition of Holdings and the Subsidiaries taken as a whole or (b) has
materially impaired or could reasonably be expected materially to impair the
ability of the Credit Parties to perform any of their obligations under this
Agreement or the other Credit Documents.

Material Indebtedness means Indebtedness (other than the Loans and
Letters of Credit and Indebtedness owed to Holdings or any Subsidiary), or
obligations in respect of one or more Hedging Agreements, of any one or more of
Holdings and the Subsidiaries in an aggregate principal amount greater than
US$20,000,000.

Material Subsidiary means, at any time, (a) the Company, (b) ASII, (c)
each Borrowing Subsidiary, (d) each Subsidiary that directly or indirectly owns
any Equity Interest in any Material Subsidiary and (e) each other Subsidiary
that is listed on Schedule 1.01B or that shall have been designated as a
Material Subsidiary by Holdings in a written notice delivered to the
Administrative Agent as contemplated by Section 5.09.

Maturity Date means the fifth anniversary of the date of this Agreement.

Moodys means Moodys Investors Service, Inc.

Non-US Lending Officemeans, as to any Lender, any applicable branch,
office or Affiliate of such Lender designated by such Lender to make Loans in
Designated Foreign Currencies. A Lender may designate multiple Non-US Lending
Offices for Loans to different Borrowers or in different Designated Foreign
Currencies; providedthat (i) each Lender shall be deemed to have designated
its UK Lending Offices as its Non-US Lending Offices for all Loans in Euro or
Sterling (other than any Loan by an Italian Lender to an Italian Borrowing
Subsidiary) and (ii) each Italian Lender shall be deemed to have designated its
Italian Lending Office as its Non-US Lending Office for all Loans to the
Italian Borrowing Subsidiaries.

Non-US Subsidiary means a Subsidiary that is not a US Subsidiary.

Obligations means (a) the principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (b) each
payment required to be made by any Borrower under this Agreement in respect of
any Letter of Credit when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide
cash collateral and (c) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of any Credit
Party under this Agreement or any other Credit Document.

Other Taxes means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Credit Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Credit
Document.





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18

PBGC has the meaning assigned to such term in Section 3.09.

Permitted Encumbrances means:



| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Liens for taxes, assessments or governmental charges or claims that
are not yet due and payable or are being contested in compliance with
Section 5.03;                                                                                                                                                                                                                                                    
|
| | (b) statutory Liens of landlords, carriers, warehousemen, mechanics,
materialmen and suppliers, in each case incurred in the ordinary course
of business for sums not yet delinquent or being contested in good faith;                                                                                                                                                                                         
|
| | (c) Liens incurred or deposits made in the ordinary course of business in
connection with workers compensation, unemployment insurance and other
social security programs, or to secure the performance of tenders,
statutory obligations, bids, leases, government contracts, performance
and return-of-money bonds and other similar obligations (other than
obligations for the payment of borrowed money);
|
| | (d) leases or subleases granted to others (other than as security for
Indebtedness) not interfering in any material respect with the business
of Holdings or any Subsidiary;                                                                                                                                                                                                                                   
|
| | (e) easements, rights-of-way, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances not
interfering in any material respect with the ordinary conduct of the
business of Holdings or any Subsidiary;                                                                                                                                                                
|
| | (f) any interest or title of a lessor under any lease other than a
Capital Lease or a lease entered into as part of a Sale and Leaseback
Transaction;                                                                                                                                                                                                                                                          
|
| | (g) Liens in favor of customs and revenue authorities arising as a matter
of law to secure payment of customs duties in connection with the
importation of goods;                                                                                                                                                                                                                                              
|
| | (h) deed restrictions to ensure non-disturbance of legally permitted,
permanent on-site waste storage/ treatment facilities; and                                                                                                                                                                                                                                                                               
|
| | (i) normal and customary rights of setoff upon deposits of cash in favor
of banks or other depository institutions.                                                                                                                                                                                                                                                                                            

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

Plan means, for Holdings and each Subsidiary at any time, an employee
pension benefit plan which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and either (a) is
maintained by a member of the Controlled Group for employees of a member of the
Controlled Group, (b) is maintained pursuant to a collective bargaining
agreement or any other arrangement under which more than one employer makes
contributions and to which a member of the Controlled Group is then making or
accruing an obligation to make contributions or has within the preceding five
plan years made contributions, or (c) under which a member of the Controlled
Group has any liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years or by reason of being deemed a contributing
sponsor under Section 4069 of ERISA.





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19

Prime Rate means the rate of interest per annum publicly announced from
time to time by Chase as its prime rate in effect at its principal office in
New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.

Priority Indebtedness means, without duplication, (a) all Indebtedness
of Holdings and the Subsidiaries secured by Liens not expressly permitted by
clauses (a) through (n) of Section 6.02, (b) all Indebtedness of Holdings and
the Subsidiaries consisting of Capital Lease Obligations (other than Capital
Lease Obligations existing on the date hereof and any replacements and
refinancings thereof; providedthat such replacements and refinancings shall
not be greater in amount than the obligations replaced or refinanced or apply
to any other property or assets of Holdings or any Subsidiary), (c) all
Attributable Debt in respect of Sale-Leaseback Transactions and Synthetic
Leases, in each case of Holdings and the Subsidiaries (other than
Sale-Leaseback Transactions and Synthetic Leases existing on the date hereof
and any replacements and refinancings thereof; providedthat such replacements
and refinancings shall not create Attributable Debt greater in amount than that
created by the transactions or leases replaced or refinanced or apply to any
other property or assets of Holdings or any Subsidiary), and (d) all
Indebtedness, preferred stock or other preferred equity securities of
Subsidiaries (other than the Company, ASII or any other Material Subsidiary
that shall be a party to the Subsidiary Guarantee Agreement and a Guarantor of
all the Obligations) not expressly permitted by clauses (a) through (i) of
Section 6.04.

Property means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible, whether now owned or
hereafter acquired.

Quotation Day means, with respect to any Eurocurrency Borrowing and any
Interest Period, the day on which it is market practice in the relevant
interbank market for prime banks to give quotations for deposits in the
currency of such Borrowing for delivery on the first day of such Interest
Period. If such quotations would normally be given by prime banks on more than
one day, the Quotation Day will be the last of such days.

Register has the meaning set forth in Section 10.04.

Related Parties means, with respect to any specified Person, such
Persons Affiliates and the respective directors, officers, employees and
agents of such Person and such Persons Affiliates.

Required Lenders means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
that, for all purposes after the Loans become due and payable pursuant to
Article VII or the Commitments expire or terminate, Required Lenders will
mean, at any time, Lenders having Revolving Credit Exposures and outstanding
Competitive Loan Exposures representing more than 50% of the sum of the total
Revolving Credit Exposures and outstanding Competitive Loan Exposures at such
time.

Reset Date has the meaning assigned to such term in Section 1.05.

Revolving Credit Exposures means, at any time, the sum of the US Tranche
Revolving Credit Exposures and the Italian Tranche Revolving Credit Exposures
at such time.

Revolving Loan means a Loan made pursuant to Sections 2.01 and 2.03.

Sale-Leaseback Transaction means any arrangement whereby Holdings or a
Subsidiary shall sell or transfer any property, real or personal, used or
useful in its business, whether now owned or





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20

hereinafter acquired, and
thereafter rent or lease such property or other property that it intends to use
for substantially the same purpose or purposes as the property sold or
transferred.

SEC means the United States Securities and Exchange Commission or any
successor Governmental Authority.

Securitization Transaction means (a) any transfer of accounts receivable
or interests therein (i) to a trust, partnership, corporation or other entity
(other than a Subsidiary), which transfer or pledge is funded by such entity in
whole or in part by the issuance to one or more lenders or investors of
indebtedness or other securities that are to receive payments principally from
the cash flow derived from such accounts receivable or interests in accounts
receivable, or (ii) directly to one or more investors or other purchasers
(other than any Subsidiary), or (b) any transaction in which Holdings or a
Subsidiary Incurs Indebtedness or other obligations secured by Liens on
accounts receivable. The amount of any Securitization Transaction shall be
deemed at any time to be (A) in the case of a transaction described in clause
(a) of the preceding sentence, the aggregate uncollected amount of the accounts
receivable transferred pursuant to such Securitization Transaction, net of any
such accounts receivable that have been written off as uncollectible, and (B)
in the case of a transaction described in clause (b) of the preceding sentence,
the aggregate outstanding principal amount of the Indebtedness secured by Liens
on accounts receivable Incurred pursuant to such Securitization Transaction or,
if less, the aggregate uncollected amount of the accounts receivable subject to
such Liens. Securitizations will include any such transfer or transactions
pursuant to the Unified Receivables Program or any replacement or successor
program.

S&P means Standard & Poors Ratings Group.

Statutory Reserve Rate means, with respect to any currency, a fraction
(expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum
reserve, liquid asset or similar percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by any
Governmental Authority of the United States or of the jurisdiction of such
currency or any jurisdiction in which Loans in such currency are made to which
banks in such jurisdiction are subject for any category of deposits or
liabilities customarily used to fund loans in such currency or by reference to
which interest rates applicable to Loans in such currency are determined. Such
reserve, liquid asset or similar percentages shall include those imposed
pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to
be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under Regulation D or any other applicable law, rule or regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

Sterling
or £ means the lawful money of the United Kingdom.

subsidiary means, with respect to any person (herein referred to as the
parent), any person of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, at the time any determination is being made, owned,
controlled or held by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

Subsidiary means any direct or indirect subsidiary of Holdings.





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21

Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement
substantially in the form of Exhibit G, made by the Subsidiary Guarantors in
favor of the Administrative Agent for the benefit of the Lenders.

Subsidiary Guarantors means each Subsidiary that becomes party to a
Subsidiary Guarantee Agreement as a Subsidiary Guarantor, and the permitted
successors and assigns of each such Person.

Swingline Base Rate means, for any day, with respect to any Swingline
Loan that (a) is denominated in US Dollars, the Federal Funds Effective Rate
and (b) is denominated in Sterling or Euro, a rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to the average rate at which
overnight deposits in the currency in which such Swingline Loan is denominated
and approximately equal in principal amount to such Swingline Loan are
obtainable by the Swingline Lender on such day at its lending office for such
Swingline Loan in the interbank market (or any other market for overnight funds
in such currency utilized by the Swingline Lender), adjusted to reflect any
direct or indirect costs of obtaining such deposits. The Swingline Base Rate
applicable to any Swingline Loan that is a denominated in Sterling or Euro
shall be determined for each day by the Swingline Lender and such determination
shall be presumed correct in the absence of facts or circumstances indicating
that it has been made in error.

Swingline Exposure means, at any time, the sum of (a) the US Dollar
Swingline Exposure at such time plus (b) the Designated Foreign Currency
Swingline Exposure at such time. The Swingline Exposure of any US Tranche
Lender at any time shall be such Lenders US Tranche Percentage of the
aggregate Swingline Exposure.

Swingline Lender means The Chase Manhattan Bank, in its capacity as
lender of Swingline Loans hereunder.

Swingline Loan means a Loan made pursuant to Section 2.06.

Swiss Francs or SFr means the lawful money of Switzerland.

Synthetic Lease means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product
that is considered indebtedness for Federal income
tax purposes but is classified as an operating lease in accordance with GAAP
for financial reporting purposes.

Taxes means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

364-Day Credit Agreement means the Companys 364-Day Credit Agreement
dated as of the date hereof.

Tranche means a category of Commitments and extensions of credits
thereunder. For purposes hereof, each of the following comprises a separate
Tranche: (a) the US Tranche Commitments and the US Tranche Revolving Loans, US
Tranche Letters of Credit and Swingline Loans and (b) the Italian Tranche
Commitments and the Italian Tranche Revolving Loans.

Tranche Percentage means, with respect to any Lender holding any
Commitment or Loan under any Tranche, such Lenders US Tranche Percentage or
Italian Tranche Percentage, as applicable.





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22

Trane Business means the business conducted by the air conditioning
segment referred to in Holdings Annual Report on Form 10-K for the fiscal year
ended December 31, 2000.

Trane Trademark License means any written agreement, now or hereafter in
effect, granting to any third party any right to use any Trane Trademark now or
hereafter owned by Holdings or any of its Subsidiaries or which Holdings or any
of its Subsidiaries otherwise has the right to license, or granting to Holdings
or any of its Subsidiaries any right to use any Trane Trademark now or
hereafter owned by any third party, and all rights of Holdings or any of its
Subsidiaries under any such agreement.

Trane Trademarks means all of the following now owned or hereafter
acquired by any of Holdings or its Subsidiaries: (a) all trademarks, service
marks, trade names, corporate names, company names, business names, fictitious
business names, trade styles, trade dress, logos, other source or business
identifiers, designs and general intangibles of like nature, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and
all registration and recording applications filed in connection therewith,
including registrations and registration applications in the United States
Patent and Trademark Office, any State of the United States or any similar
offices in any other country or any political subdivision thereof, and all
extensions or renewals thereof, in each case used in the Trane Business, and
any variations thereof, (b) all goodwill associated therewith or symbolized
thereby and (c) all other assets, rights and interests that uniquely reflect or
embody such goodwill.

Transactions means the execution, delivery and performance by the Credit
Parties of this Agreement and the other Credit Documents, the Borrowings
hereunder and the use of the proceeds thereof and the issuance of Letters of
Credit hereunder.

Type, when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing,
is determined by reference to the LIBO Rate, the Alternate Base Rate or, in the
case of a Competitive Loan or Borrowing, a Fixed Rate.

UK Lending Office means, as to any Lender, any applicable branch, office
or Affiliate of such Lender designated by such Lender to make Loans in Euro or
Sterling (other than any Loan by an Italian Lender to an Italian Borrowing
Subsidiary).

Unfunded Vested Liabilities means, for any Plan at any time, the amount
(if any) by which (a) the present value of all vested nonforfeitable accrued
benefits under such Plan exceeds (b) the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

Unified Receivables Program means the program in effect on the date
hereof under which the Company or any of its Subsidiaries receives payment in
respect of its customers receivables from a finance company and the Company or
any of its Subsidiaries agrees to repurchase certain inventory in order to
protect the finance company from loss in the event any such customers default
in the payment of their obligations.

US Dollar or US$ refers to lawful money of the United States of
America.

US Dollar Equivalent means, on any date of determination, (a) with
respect to any amount in US Dollars, such amount, and (b) with respect to any
amount in any Designated Foreign Currency, the equivalent in US Dollars of such
amount, determined by the Administrative Agent pursuant to





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23

Section 1.05 using
the Exchange Rate with respect to such Designated Foreign Currency at the time
in effect under the provisions of such Section.

US Dollar Swingline Exposure means, at any time, the aggregate principal
amount of all Swingline Loans denominated in Dollars outstanding at such time.
The US Dollar Swingline Exposure of any US Tranche Lender at any time shall be
such Lenders US Tranche Percentage of the aggregate US Dollar Swingline
Exposure.

US Lending Officemeans, as to any Lender, any applicable branch, office
or Affiliate of such Lender designated by such Lender to make Loans in US
Dollars. A Lender may designate multiple US Lending Offices for Loans to
different Borrowers.

US Personmeans a Person incorporated or otherwise organized in the
United States of America, a State thereof or the District of Columbia.

US Subsidiarymeans a Subsidiary that is a US Person or is treated as
disregarded as an entity separate from a US Person or is treated as a US
Person, in each case for US Federal income tax purposes.

US Tranche Commitmentmeans, with respect to each US Tranche Lender, the
commitment of such US Tranche Lender to make US Tranche Revolving Loans
pursuant to Section 2.01(a), to acquire participations in Letters of Credit
pursuant to Section 2.05 and to acquire participations in Swingline Loans
pursuant to Section 2.06, expressed as an amount representing the maximum
aggregate permitted amount of such Lenders US Tranche Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.09 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 10.04. The
initial amount of each US Tranche Lenders US Tranche Commitment is set forth
on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such US
Tranche Lender shall have assumed its US Tranche Commitment, as applicable.
The aggregate amount of the US Tranche Commitments on the date hereof is
US$840,769,230.77.

US Tranche Lendermeans a Lender with a US Tranche Commitment or with
outstanding US Tranche Revolving Loans.

US Tranche Percentagemeans, with respect to any US Tranche Lender, the
percentage of the aggregate US Tranche Commitments represented by such Lenders
US Tranche Commitment. If the US Tranche Commitments have terminated or
expired, the US Tranche Percentages shall be determined based upon the US
Tranche Commitments most recently in effect, giving effect to any assignments.

US Tranche Revolving Borrowingmeans a Borrowing comprised of US Tranche
Revolving Loans.

US Tranche Revolving Credit Exposuremeans, at any time, the sum at such
time, without duplication, of (a) the aggregate principal amount of the US
Tranche Revolving Loans
denominated in US Dollars outstanding at such time, (b) the aggregate principal
amount of the US Dollar Equivalents of the US Tranche Revolving Loans
denominated in Designated Foreign Currencies outstanding at such time, (c) the
aggregate LC Exposure at such time and (d) the aggregate Swingline Exposure at
such time. The US Tranche Revolving Credit Exposure of any Lender at any time
shall be such Lenders US Tranche Percentage of the total US Tranche Revolving
Credit Exposure at such time.





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24

US Tranche Revolving Loanmeans a Loan made by a US Tranche Lender
pursuant to Section 2.01(a). Each US Tranche Revolving Loan shall be a
Eurocurrency Loan or an ABR Loan.

Voting Stock of any Person means capital stock of any class or classes
or other Equity Interests (however designated) having ordinary voting power for
the election of members of the board of directors or the equivalent governing
body of such Person, other than capital stock or other Equity Interests having
such power only by reason of happening of a contingency.

Welfare Plan means a welfare plan as defined in Section 3(l) of ERISA.

Wholly Owned Subsidiary means any Subsidiary all the Equity Interests in
which, other than directors qualifying shares and/or other nominal amounts of
Equity Interests that are required to be held by Persons other than Holdings
and its Wholly Owned Subsidiaries under applicable law, are owned, directly or
indirectly, by Holdings.

Yen or ¥ means the lawful money of Japan.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a US
Tranche Revolving Loan or a Revolving Loan) or by Type (e.g., a
Eurocurrency Loan) or by Class and Type (e.g., a Eurocurrency Revolving
Loan). Borrowings also may be classified and referred to by Class (e.g., a
US Tranche Revolving Borrowing or a Revolving Borrowing) or by Type (e.g.,
a Eurocurrency Borrowing) or by Class and Type (e.g., a Eurocurrency
Revolving Borrowing).

SECTION 1.03. Terms Generally.The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words include, includes and including
shall be deemed to be followed by the phrase without limitation. The word
will shall be construed to have the same meaning and effect as the word
shall. Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include
such Persons successors and assigns, (c) the words herein, hereof and
hereunder, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words asset and property shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights. References herein to the taking of any action hereunder of an
administrative nature by any Borrower shall be deemed to include references to
Holdings, the Company or ASII taking such action on such Borrowers behalf and
the Agents are expressly authorized to accept any such action taken by Holding,
the Company or ASII as having the same effect as if taken by such Borrower.
Each reference herein to the knowledge of Holdings, the Company, ASII or any
Subsidiary shall be deemed to be a reference to the knowledge of any member of
senior management of Holdings, the Company, ASII or such Subsidiary, any
Financial Officer and, in the case of any reference to knowledge of any
specific subject matter, the senior manager of the department or office of
Holdings, the Company, ASII or such Subsidiary responsible for such matter.

SECTION 1.04. Accounting Terms; GAAP.Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP as in





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25

effect from time to time; provided
that, if the Borrower Agent notifies the Administrative Agent that the Borrower
Agent requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower Agent 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 as 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. All Financial Statements to be furnished to the Lenders hereunder
shall be prepared, and all calculations determining compliance with Article VI
(including the definitions used therein) shall be made, for the relevant Person
and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied throughout the periods involved except as set forth
in the notes thereto; providedthat except as otherwise specifically provided
herein, all calculations for determining compliance with Article VI shall
utilize accounting principles and policies in effect at the time of the
preparation of, and in conformity with those used to prepare, the audited
Financial Statements of Holdings for the fiscal year ended December 31, 2000.
With respect to any Subsidiary that is not a Wholly-Owned Subsidiary, only that
portion of such Subsidiarys results of operations, assets and liabilities as
are equal to the Holdings ownership shall be included in making any
calculation with respect to the financial covenants in Article VI.

SECTION 1.05. Exchange Rates. (a) Not later than 1:00 p.m., New York
City time, on each Calculation Date (determined without regard to clause (b) of
the definition of such term), the Administrative Agent shall (i) determine the
Exchange Rate as of such Calculation Date with respect to Sterling, Euro,
Canadian Dollars and each other Designated Foreign Currency in which any
outstanding Borrowing or Letter of Credit shall be denominated as of such
Calculation Date and (ii) give written notice thereof to the Lenders and the
Borrower Agent. Not later than 1:00 p.m., New York City time, on the Business
Day immediately preceding the date of any Borrowing in a Designated Foreign
Currency for which no Exchange Rate shall have been determined on the most
recent Calculation Date, the Administrative Agent shall (i) determine the
Exchange Rate as of such Business Day with respect to such Designated Foreign
Currency and (ii) give written notice thereof to the Lenders and the Borrower
Agent. The Exchange Rates so determined shall become effective on the first
Business Day immediately following the relevant Calculation Date (a Reset
Date) or other date of determination, shall remain effective until the next
succeeding Reset Date, and shall for all purposes of this Agreement (other than
Section 10.14 or any other provision expressly requiring the use of a current
Exchange Rate) be the Exchange Rates employed in converting any amounts between
US Dollars and Designated Foreign Currencies.

(b) Not later than 5:00 p.m., New York City time, on each Reset Date and
on each date on which Revolving Loans denominated in any Designated Foreign
Currency are made, or Letters of Credit denominated in any Designated Foreign
Currency are issued, the Administrative Agent shall (i) determine the aggregate
amount of each of the US Tranche Revolving Credit Exposure and the Italian
Tranche Revolving Credit Exposure and the aggregate US Dollar Equivalent of the
principal amounts of the Competitive Loans denominated in Designated Foreign
Currencies then outstanding (after giving effect to any Loans made or repaid or
Letters of Credit issued, drawn or expired on such date) and (ii) notify the
Lenders and the Borrower Agent of the results of such determination.





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26

ARTICLE II

The Credits

SECTION 2.01. Commitments.(a) Subject to the terms and conditions set
forth herein, each US Tranche Lender agrees to make US Tranche Revolving Loans
to the Borrowers from time to time during the Availability Period in US Dollars
from its applicable US Lending Offices or in any Designated Foreign Currency
from its applicable Non-US Lending Offices in an aggregate principal amount
that will not result in (i) such Lenders US Tranche Revolving Credit Exposure
exceeding its US Tranche Commitment, (ii) the aggregate US Tranche Revolving
Credit Exposures exceeding the aggregate US Tranche Commitments or (iii) the
sum of the aggregate Revolving Credit Exposures and the aggregate Competitive
Loan Exposures exceeding the aggregate Commitments.

(b) Subject to the terms and conditions set forth herein, each Italian
Tranche Lender agrees from time to time during the Availability Period (i) to
make Italian Tranche Revolving Loans in Euro to the Italian Borrowing
Subsidiaries from its Italian Lending Office and (ii) to make Italian Tranche
Revolving Loans to the Borrowers in US Dollars from its applicable US Lending
Offices or in any Designated Foreign Currency from its applicable Non-US
Lending Offices in an aggregate principal amount that will not result in (A)
such Lenders Italian Tranche Revolving Credit Exposure exceeding its Italian
Tranche Commitment, (B) the aggregate Italian Tranche Revolving Credit
Exposures exceeding the aggregate Italian Tranche Commitments or (C) the sum of
the aggregate Revolving Credit Exposures and the aggregate Competitive Loan
Exposures exceeding the aggregate Commitments.

(c) Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans
during the Availability Period.

SECTION 2.02. Loans and Borrowings; Pro Rata Usage of Tranches.(a)
Each US Tranche Revolving Loan shall be made as part of a Borrowing consisting
of US Tranche Revolving Loans made by the US Tranche Lenders (or their
Affiliates as provided in paragraph (b) below) ratably in accordance with their
respective US Tranche Commitments. Each Italian Tranche Revolving Loan shall
be made as part of a Borrowing consisting of Italian Tranche Revolving Loans
made by the Italian Tranche Lenders (or their Affiliates as provided in
paragraph (b) below) ratably in accordance with their respective Italian
Tranche Commitments. Each Competitive Loan shall be made in accordance with
the procedures set forth in Section 2.04. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; providedthat the Commitments and Competitive Bids of
the Lenders are several and no Lender shall be responsible for any other
Lenders failure to make Loans as required.

(b) Subject to Section 2.14, (i) each US Tranche Revolving Borrowing
shall be comprised entirely of Eurocurrency Loans or, in the case of US Tranche
Borrowings denominated in US Dollars, ABR Loans, as the applicable Borrower may
request in accordance herewith; (ii) each Italian Tranche Revolving Borrowing
shall be comprised entirely of Eurocurrency Loans or ABR Loans, as the
applicable Borrower may request in accordance herewith; and (iii) each
Competitive Borrowing shall be comprised entirely of Eurocurrency Loans or
Fixed Rate Loans, as the applicable Borrower may request in accordance
herewith. Each Lender at its option may make any Eurocurrency Loan by causing
any domestic or foreign branch or Affiliate of such Lender to make such Loan;
providedthat any exercise of such option shall not affect the obligation of
any Borrower to repay such Loan in accordance with the terms of this Agreement.





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27

(c) At the commencement of each Interest Period for any Revolving
Borrowing (other than a Swingline Loan), such Borrowing shall be in an
aggregate amount that is an integral multiple of the Borrowing Multiple and not
less than the Borrowing Minimum; providedthat an ABR Revolving Borrowing may
be in an aggregate amount that is equal to the entire unused balance of the
total US Tranche Commitments or Italian Tranche Commitments, as the case may be. Each
Competitive Borrowing shall be in an aggregate amount that is an integral
multiple of the Borrowing Multiple and not less than the Borrowing Minimum.
Each Swingline Loan denominated in US Dollars shall be in an amount that is an
integral multiple of US$500,000, and each Swingline Loan denominated in
Sterling or Euro shall be in an amount that is an integral multiple of 100,000
units of such currency; providedthat any Swingline Loan made to refinance any
reimbursement payment owed in respect of a Letter of Credit may be in an amount
(which shall not be less that US$100,000 or 100,000 units of any Designated
Foreign Currency) equal to the amount of such reimbursement payment.
Borrowings of more than one Type and Class may be outstanding at the same time;
providedthat there shall not at any time be outstanding more than a total of
(i) 15 Eurocurrency Revolving Borrowings denominated in US Dollars and (ii) 15
Eurocurrency Revolving Borrowings denominated in Designated Foreign Currencies.

(d) Notwithstanding any other provision of this Agreement, no Borrower
shall be entitled to request, or to elect to convert or continue, any Revolving
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date, or to request any Competitive Borrowing if the Interest
Period requested with respect thereto would end after the Maturity Date.

(e) The Borrowers will endeavor in good faith to use the Commitments
under the several Tranches approximately ratably, subject to departures from
such ratable usage that may result from (i) Borrowings by the Italian Borrowing
Subsidiaries under the Italian Tranche Commitments, (ii) the obtaining of
Letters of Credit and Swingline Loans and (iii) the need to reserve
availability under the Italian Tranche Commitments to provide for Borrowings
anticipated to be required by the Italian Borrowing Subsidiaries prior to the
ends of the Interest Periods in effect or to be in effect for outstanding or
requested Borrowings.

SECTION 2.03. Requests for Revolving Borrowings.To request a Revolving
Borrowing, the applicable Borrower shall notify the Applicable Agent of such
request by telephone or by telecopy (a) in the case of a Eurocurrency
Borrowing, other than a Borrowing by an Italian Borrowing Subsidiary under the
Italian Tranche, not later than 11:00 a.m., Local Time, three Business Days
before the date of the proposed Borrowing, (b) in the case of the initial
Eurocurrency Borrowing on the Effective Date by an Italian Borrowing Subsidiary
under the Italian Tranche, not later than 11:00 a.m., Local Time, three
Business Days before the date of the proposed Borrowing and in the case of all
other Eurocurrency Borrowings by an Italian Borrowing Subsidiary under the
Italian Tranche, not later than 11:00 a.m., Local Time, four Business Days
before the date of the proposed Borrowing or (c) in the case of an ABR
Borrowing, not later than 11:00 a.m., Local Time, one Business Day before the
proposed Borrowing. Each such Borrowing Request shall be irrevocable and, if
telephonic, shall be confirmed promptly by hand delivery or telecopy to the
Applicable Agent of a written Borrowing Request in a form agreed to by the
Applicable Agent and the Borrower Agent and signed by the applicable Borrower,
or by the Borrower Agent on behalf of the applicable Borrower. Each such
telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | (i) the Borrower requesting such Borrowing (or on whose behalf the
Borrower Agent is requesting such Borrowing);
|
| | (ii) whether the requested Borrowing is to be a US Tranche Borrowing or
an Italian Tranche Borrowing;           





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28



| |                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) the currency and aggregate amount of the requested
Borrowing;                                                                                                                          
|
| | (iv) the date of such Borrowing, which shall be a Business Day;                                                                                                                              
|
| | (v) the Type of the requested Borrowing;                                                                                                                                                     
|
| | (vi) in the case of a Eurocurrency Borrowing, the initial Interest Period
to be applicable thereto, which shall be a period contemplated by the
definition of the term Interest Period; and
|
| | (vii) the location and number of the relevant Borrowers account to which
funds are to be disbursed, which shall comply with the requirements of
Section 2.07.                               

If no currency is specified with respect to any requested Eurocurrency
Borrowing, then the relevant Borrower shall be deemed to have selected US
Dollars. If no election as to the Type of Revolving Borrowing is specified,
then the requested Revolving Borrowing shall be (i) in the case of a Borrowing
denominated in US Dollars, an ABR Borrowing and (ii) in the case of a Borrowing
denominated in any other currency, a Eurocurrency Borrowing. If no Interest
Period is specified with respect to any requested Eurocurrency Revolving
Borrowing, then the Borrower shall be deemed to have selected an Interest
Period of one months duration. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Applicable Agent shall advise each
Lender of the details thereof and of the amount of such Lenders Loan to be
made as part of the requested Borrowing.

SECTION 2.04. Competitive Bid Procedure.(a) Subject to the terms and
conditions set forth herein, from time to time during the Availability Period
any Borrower may request Competitive Bids, and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans,
denominated in US Dollars or any Designated Foreign Currency; providedthat
after giving effect to any Borrowing of Competitive Loans the sum of the
aggregate Revolving Credit Exposures and the aggregate Competitive Loan
Exposures shall not exceed the aggregate Commitments. To request Competitive
Bids, the applicable Borrower shall notify the Administrative Agent of such
request by telephone or by telecopy, in the case of a Eurocurrency Borrowing,
not later than 11:00 a.m., Local Time, four Business Days before the date of
the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later
than 10:00 a.m., Local Time, one Business Day before the date of the proposed
Borrowing; providedthat the Borrowers may submit up to (but not more than)
five Competitive Bid Requests on the same day, but a Competitive Bid Request
shall not be made within five Business Days after the date of any previous
Competitive Bid Request unless any and all such previous Competitive Bid
Requests shall have been withdrawn or all Competitive Bids received in response
thereto rejected. Each such telephonic Competitive Bid Request shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of
a written Competitive Bid Request in a form approved by the Administrative
Agent and signed by the applicable Borrower, or by the Borrower Agent on behalf
of the applicable Borrower. Each such telephonic and written Competitive Bid
Request shall specify the following information in compliance with Section
2.02:



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | (i) the Borrower requesting such Borrowing (or on whose behalf the
Borrower Agent is requesting such Borrowing);
|
| | (ii) the aggregate principal amount of the requested Borrowing and the
currency of the requested Borrowing;     
|
| | (iii) the date of such Borrowing, which shall be a Business Day;                                                





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29



| |                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed
Rate Borrowing;                                                                                                           
|
| | (v) the Interest Period to be applicable to such Borrowing, which shall
be a period contemplated by the definition of the term Interest Period
and shall end no later than the Maturity Date; and
|
| | (vi) the location and number of the Borrowers account to which funds are
to be disbursed, which shall comply with the requirements of Section
2.07.                                               

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

(b) Each Lender may (but shall not have any obligation to) make one or
more Competitive Bids to the applicable Borrower in response to a Competitive
Bid Request. Each Competitive Bid by a Lender must be in a form approved by
the Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Eurocurrency Competitive Borrowing, not later than
9:30 a.m., Local Time, three Business Days before the proposed date of such
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later
than 9:30 a.m., Local Time, on the proposed date of such Competitive Borrowing.
Competitive Bids that do not conform substantially to the form approved by the
Administrative Agent may be rejected by the Administrative Agent, and the
Administrative Agent shall notify the applicable Lender as promptly as
practicable. Each Competitive Bid shall specify (i) the principal amount
(which shall be an amount at least equal to the Borrowing Minimum and an
integral multiple of the Borrowing Multiple and which may equal the entire
principal amount of the Competitive Borrowing requested by the applicable
Borrower) of the Competitive Loan or Loans that the Lender is willing to make,
(ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make
such Loan or Loans (expressed as a percentage rate per annum in the form of a
decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof.

(c) The Administrative Agent shall notify the applicable Borrower by
telecopy of each Competitive Bid Rate and each principal amount specified in
each Competitive Bid and the identity of the Lender that shall have made each
such Competitive Bid not later than (i) in the case of a Eurocurrency
Competitive Borrowing, 10:00 a.m., Local Time, three Business Days before the
proposed date of such Competitive Borrowing, and (ii) in the case of a Fixed
Rate Borrowing 10:00 a.m., Local Time, on the proposed date of such Competitive
Borrowing.

(d) Subject only to the provisions of this paragraph, a Borrower may
accept or reject any Competitive Bid. The applicable Borrower shall notify the
Administrative Agent by telecopy or by telephone, confirmed by telecopy in a
form approved by the Administrative Agent, whether and to what extent it has
decided to accept or reject each Competitive Bid, in the case of a Eurocurrency
Competitive Borrowing, not later than 11:00 a.m., Local Time, three Business
Days before the date of the proposed Competitive Borrowing, and in the case of
a Fixed Rate Borrowing, not later than 11:00 a.m., Local Time, on the proposed
date of the Competitive Borrowing; providedthat (i) the failure of a Borrower
to give such notice with respect to any Competitive Bid shall be deemed to be a
rejection of such Competitive Bid, (ii) a Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if such Borrower
rejects a Competitive Bid made in response to the same Competitive Bid Request
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by a Borrower shall not exceed the aggregate amount of the
requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, a
Borrower may accept Competitive





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30

Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in
a minimum principal amount of at least the Borrowing Minimum that is an
integral multiple of the Borrowing Multiple; provided furtherthat if a
Competitive Loan must be in an amount less than the Borrowing Minimum because
of the provisions of clause (iv) above, such Competitive Loan may be for a
minimum of US$1,000,000 (or, in the case of a Competitive Loan denominated in a
Designated Foreign Currency, the smallest amount of such currency that (i) is
an integral multiple of 1,000,000 units of such currency and (ii) has a US
Dollar Equivalent in excess of US$1,000,000) or any integral multiple thereof,
and in calculating the pro rata allocation of acceptances of portions of
multiple Competitive Bids at a particular Competitive Bid Rate pursuant to
clause (iv) the amounts shall be rounded to integral multiples of the Borrowing
Multiple in a manner determined by the Administrative Agent. A notice given by
a Borrower pursuant to this paragraph shall be irrevocable.

(e) The Administrative Agent shall promptly notify each bidding Lender by
telecopy whether or not its Competitive Bid has been accepted (and, if so, the
amount and Competitive Bid Rate so accepted), and each successful bidder will
thereupon become bound, on the terms hereof and subject to the conditions set
forth in Section 4.02 (which conditions, insofar as they apply to any
Competitive Loan, may
be waived by the Lender that is to make such Competitive Loan), to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

(f) If the Administrative Agent shall elect to submit a Competitive Bid
in its capacity as a Lender, it shall submit such Competitive Bid directly to
the applicable Borrower at least one quarter of an hour earlier than the time
by which the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

SECTION 2.05. Letters of Credit.(a) General.Subject to the terms and
conditions set forth herein, any Borrower may request the issuance (or the
amendment, renewal or extension) of Letters of Credit denominated in US
Dollars, Sterling, Euro or Canadian Dollars in a form reasonably acceptable to
the Administrative Agent and the applicable Issuing Bank, at any time and from
time to time during the Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by any
Borrower to, or entered into by such Borrower with, any Issuing Bank relating
to any Letter of Credit, the terms and conditions of this Agreement shall
control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions.To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the applicable
Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the
applicable Issuing Bank) to an Issuing Bank and the Applicable Agent (in any
case reasonably in advance of the requested date of issuance, amendment,
renewal or extension), a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended, the
date of issuance, amendment, renewal or extension (which shall be a Business
Day), the date on which such Letter of Credit is to expire (which shall comply
with paragraph (c) of this Section), the amount and currency of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to enable the Issuing Bank to prepare, amend,
renew or extend such Letter of Credit. If requested by the applicable Issuing
Bank, the applicable Borrower also shall submit a letter of credit application
on such Issuing Banks standard form in connection with any request for a
Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the applicable Borrower shall





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31

be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $250,000,000, (ii) the aggregate
US Tranche Revolving Credit Exposure will not exceed the aggregate US Tranche
Commitments, and (iii) the sum of the aggregate Revolving Credit Exposures and
the aggregate Competitive Loan Exposures will not exceed the aggregate
Commitments.

(c) Expiration Date.Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date one year, or in the case
of Letters of Credit representing not more than US$50,000,000 of LC Exposure,
13 months, after the date of the issuance, renewal or extension of such Letter
of Credit and (ii) the date that is five Business Days prior to the Maturity
Date; providedthat a Letter of Credit may provide for automatic renewals for
additional periods of up to one year, subject to a right on the part of the
Issuing Bank to prevent any such renewal from occurring by giving notice to the
beneficiary during a period satisfactory to the Administrative Agent in advance
of any such renewal and provided that in no event shall any Letter of Credit or
renewal thereof expire after the date that is five Business Days prior to the
Maturity Date.

(d) Participations.By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the US Tranche
Lenders, such Issuing Bank hereby grants to each US Tranche Lender, and each US
Tranche Lender hereby acquires from such Issuing Bank, a participation in such
Letter of Credit equal to such US Tranche Lenders US Tranche Percentage of the
aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each US Tranche Lender
hereby absolutely and unconditionally agrees to pay to the Applicable Agent,
for the account of the applicable
Issuing Bank, such Lenders US Tranche Percentage of each LC Disbursement made
by such Issuing Bank and not reimbursed by the applicable Borrower on the date
due as provided in paragraph (e) of this Section , or of any reimbursement
payment required to be refunded to the applicable Borrower for any reason.
Each US Tranche Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the US Tranche Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement.If any Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, the applicable Borrower shall reimburse such LC
Disbursement by paying to the Applicable Agent an amount equal to such LC
Disbursement, in the currency in which such LC Disbursement shall have been
made, not later than 12:00 noon, Local Time, on the date that such LC
Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice
has not been received by the Borrower prior to such time on such date, then not
later than 12:00 noon, Local Time, on (A) the Business Day that the Borrower
receives such notice, if such notice is received prior to 10:00 a.m., Local
Time, on the day of receipt, or (B) the Business Day immediately following the
day that the Borrower receives such notice, if such notice is not received
prior to such time on the day of receipt. If the Borrower fails to make such
payment when due then, the Applicable Agent shall notify each US Tranche Lender
of the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lenders US Tranche Percentage thereof. Promptly
following receipt of such notice, each US Tranche Lender shall pay to the
Applicable Agent its US Tranche Percentage of the payment then due from the
applicable Borrower in the same manner as provided in Section 2.07 with respect
to Loans made by such US Tranche Lender (and Section 2.07 shall
apply, mutatis mutandis, to the payment obligations of the US Tranche Lenders), and the
Applicable Agent shall promptly pay to the applicable Issuing Bank the amounts
so received by it from the US Tranche Lenders. Promptly following receipt by
the Applicable Agent of any payment from any Borrower pursuant





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32

to this
paragraph, the Applicable Agent shall distribute such payment to the applicable
Issuing Bank or, to the extent that US Tranche Lenders have made payments
pursuant to this paragraph to reimburse any Issuing Bank, then to such US
Tranche Lenders and such Issuing Bank as their interests may appear. Any
payment made by a US Tranche Lender pursuant to this paragraph to reimburse any
Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not
relieve any Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute.The Borrowers obligations to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement or any other Credit Document, or any term or provision
herein or therein, (ii) any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment by
any Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit, or
(iv) any other event or circumstance whatsoever, whether or not similar to any
of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrowers obligations hereunder. None of the Agents, the US
Tranche Lenders or the Issuing Banks, or any of their Related Parties, shall
have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in
the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in the interpretation of the terms of any Letter
of Credit or any consequence arising from causes beyond the control of the
applicable Issuing Bank; providedthat the foregoing shall not be construed to
excuse any Issuing Bank from liability to any Borrower to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which
are hereby waived by the Borrowers) suffered by such Borrower that are caused
by any Issuing Banks gross negligence or wilful misconduct. In furtherance of
the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the applicable
Issuing Bank may, acting in good faith, either accept and make payment upon
such documents without responsibility for further investigation or refuse to
accept and make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit.

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

(h) Interim Interest.If an Issuing Bank shall make any LC Disbursement,
then, unless the applicable Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that such Borrower reimburses such LC
Disbursement, at (i) in the case of any LC Disbursement denominated in US
Dollars, the rate per annum then applicable to ABR Revolving Loans and (ii) in
the case of any LC Disbursement denominated in Sterling, Euro or Canadian
Dollars, a rate per annum determined by the applicable Issuing Bank (which
determination will be





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33

presumed correct in the absence of facts or circumstances
indicating that it has been made in error) to represent its cost of funds plus
the Applicable Rate used to determine interest applicable to Eurocurrency
Revolving Loans; providedthat, at all times after such Borrower fails to
reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, Section 2.13(e) shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any US Tranche Lender
pursuant to paragraph (e) of this Section to reimburse the applicable Issuing
Bank shall be for the account of such US Tranche Lender to the extent of such
payment.

(i) Cash Collateralization.If the US Tranche Commitments shall be
terminated or if any Event of Default shall occur and be continuing, on the
Business Day that the Borrower Agent, on behalf of the applicable Borrowers,
receives notice from the Administrative Agent or the Required Lenders (or, if
the
maturity of the Loans has been accelerated, US Tranche Lenders with LC
Exposures representing greater than 50% of the total LC Exposure) demanding the
deposit of cash collateral pursuant to this paragraph, the applicable Borrowers
shall deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the US Tranche Lenders an amount in
cash equal to the LC Exposure as of such date plus any accrued and unpaid
interest thereon; providedthat the obligation to deposit such cash collateral
with respect to the LC Exposure shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other
notice of any kind, upon the occurrence of any Event of Default with respect to
Holdings, the Company, ASII or any applicable Borrower described in clause (g)
or (h) of Section 7.01. Such deposit shall be held by the Administrative Agent
as collateral for the payment and performance of the obligations of the Credit
Parties under the Credit Documents. The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent and the applicable Borrowers risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse the applicable Issuing Bank
for LC Disbursements for which it has not been reimbursed and, to the extent
not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrowers for the LC Exposures at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of US
Tranche Lenders with LC Exposures representing greater than 50% of the total LC
Exposure), be applied to satisfy other obligations of the Credit Parties under
the Credit Documents. If the Borrowers are required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to them
within three Business Days after all Events of Default have been cured or
waived.

(j) Existing Letters of Credit.Each Existing Letter of Credit shall for
all purposes of this Agreement be deemed a Letter of Credit issued under this
Agreement.

SECTION 2.06. Swingline Loans.(a) Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrowers from time to time during the Availability Period (i) in US Dollars in
an aggregate principal amount at any time outstanding that will not result in
(x) the US Dollar Swingline Exposure exceeding US$50,000,000 or (y) the
aggregate US Tranche Revolving Credit Exposures exceeding the aggregate US
Tranche Commitments, and (ii) in Sterling or Euro in an aggregate principal
amount at any time outstanding that will not result in (x) the Foreign Currency
Swingline Exposure exceeding US$50,000,000 or (y) the sum of the aggregate US
Tranche Revolving Credit Exposures and the aggregate Competitive Loan Exposures
exceeding the aggregate US Tranche Commitments. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrowers may
borrow, prepay and reborrow Swingline Loans.





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34

(b) To request a Swingline Loan, a Borrower shall give notice of such
request by telephone (confirmed by telecopy) (i) in the case of a Swingline
Loan denominated in US Dollars, to the Administrative Agent, not later than
12:00 noon, New York City time, and (ii) in the case of Swingline Loan
denominated in Sterling or Euro, to the London Agent, not later than 10:00
a.m., London time, in each case on the day of the proposed Swingline Loan.
Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day), amount and currency of the requested Swingline
Loan. The Administrative Agent will promptly advise the Swingline Lender of
any such notice received from a Borrower. The Swingline Lender shall make each
Swingline Loan available to the applicable Borrower by means of a credit to the
general deposit account of such Borrower with the Swingline Lender (or, in the
case of a Swingline Loan made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank)
by (i) 3:00 p.m., New York City time, on the requested date of such Swingline
Loan in the case of a Swingline Loan denominated in US Dollars and (ii) 1:00
p.m., London time, on the requested date of such Swingline Loan in the case of
a Swingline Loan denominated in Sterling or Euro.

(c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the US Tranche Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the amounts and currencies of the Swingline Loans in which
the US Tranche Lenders will participate. Promptly upon receipt of such notice,
the Administrative Agent will give notice thereof to each US Tranche Lender,
specifying in such notice such US Tranche Lenders US Tranche Percentage of
each such Swingline Loan or Loans. Each US Tranche Lender hereby absolutely
and unconditionally agrees, upon receipt of notice as provided above, to pay to
the Administrative Agent, for the account of the Swingline Lender, such US
Tranche Lenders US Tranche Percentage of each such Swingline Loan or Loans.
Each US Tranche Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the US Tranche Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever. Each
US Tranche Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in
Section 2.07 with respect to Loans made by such US Tranche Lender (and Section
2.07 shall apply, mutatis mutandis, to the payment obligations of the US
Tranche Lenders), and the Administrative Agent shall promptly pay to the
Swingline Lender the amounts so received by it from the US Tranche Lenders.
The Administrative Agent shall notify the Borrower Agent of any participations
in any Swingline Loan acquired pursuant to this paragraph, and thereafter
payments in respect of such Swingline Loan shall be made to the Administrative
Agent and not to the Swingline Lender. Any amounts received by the Swingline
Lender from any Borrower (or other party on behalf of any Borrower) in respect
of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a
sale of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the US Tranche Lenders that shall have
made their payments pursuant to this paragraph and to the Swingline Lender, as
their interests may appear. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the applicable Borrower of any
default in the payment thereof.

SECTION 2.07. Funding of Borrowings.(a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer
of immediately available funds in the applicable currency by 1:00 p.m., Local
Time, to the account of the Applicable Agent most recently designated by it for
such purpose by notice to the applicable Lenders; providedthat Swingline Loans
shall be made as provided in Section 2.06. The Applicable Agent will make such
Loans available to the applicable Borrower by promptly crediting the amounts so
received, in like funds, to an account of such





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35

Borrower maintained with the
Applicable Agent (i) in New York City, in the case of Loans denominated in US
Dollars, (ii) in London, in the case of Loans denominated in Designated Foreign
Currencies (other than Loans to any Italian Borrowing Subsidiary pursuant to
the Italian Tranche Commitments), and (iii) in Milan, in the case of Loans to
any Italian Borrowing Subsidiary pursuant to the Italian Tranche Commitments,
and designated by such Borrower in the applicable Borrowing Request or
Competitive Bid Request; providedthat Loans made to finance the reimbursement
of an LC Disbursement shall be remitted by the Applicable Agent to the
applicable Issuing Bank.

(b) Unless the Applicable Agent shall have received notice from a Lender
prior to the proposed date of any Borrowing that such Lender will not make
available to the Applicable Agent such Lenders share of such Borrowing, the
Applicable Agent may assume that such Lender has made such share available on
such date in accordance with paragraph (a) of this Section and may, in reliance
upon such assumption, make available to the applicable Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Applicable Agent, then the applicable
Lender and the Borrowers severally agree to pay to the Applicable Agent
forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the applicable
Borrower to but excluding the date of payment to the Applicable Agent, at (i)
in the case of such Lender, a rate determined by the Applicable Agent in
accordance with banking industry rules on interbank compensation or (ii) in the
case of a Borrower, the interest rate applicable to
such Borrowing. If such Lender pays such amount to the Applicable Agent, then
such amount shall constitute such Lenders Loan included in such Borrowing.

SECTION 2.08. Interest Elections.(a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the
applicable Borrower may elect to convert such Borrowing to a Borrowing of a
different Type or to continue such Borrowing, and, in the case of a
Eurocurrency Revolving Borrowing, may elect Interest Periods therefor, all as
provided in this Section. The applicable Borrower may elect different options
with respect to different portions of the affected Borrowing, in which case
each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and any Loans resulting from an election made
with respect to any such portion shall be considered a separate Borrowing.
Notwithstanding any other provision of this Section, no Borrowing may be
converted into or continued as a Borrowing with an Interest Period ending after
the Maturity Date. This Section shall not apply to Competitive Borrowings or
Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, a Borrower (or Holdings
on its behalf) shall notify the Applicable Agent of such election by telephone
or by telecopy by the time and date that a Borrowing Request would be required
under Section 2.03 if such Borrower were requesting a Revolving Borrowing of
the Type resulting from such election to be made on the effective date of such
election. Each such Interest Election Request shall be irrevocable and, if
telephonic, shall be confirmed promptly by hand delivery or telecopy to the
Applicable Agent of a written Interest Election Request in a form approved by
the Applicable Agent and signed by the applicable Borrower (or Holdings on its
behalf). The provisions of this Section shall not permit any Borrower to (i)
change the currency of any Borrowing, (ii) elect an Interest Period for
Eurocurrency Loans that does not comply with Section 2.02(d), (iii) convert any
Borrowing to a Borrowing not available under the Class of Commitments pursuant
to which such converted Borrowing was made or (iv) convert any Borrowing of a
Borrower to a Borrowing of another Borrower.





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(c) Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.02:



| |                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Borrowing to which such Interest Election Request applies and, if
different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing
(in which case the information to be specified pursuant to clauses (iii)
and (iv) below shall be specified for each resulting Borrowing);
|
| | (ii) the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;                                                                                                                                                                                                                                             
|
| | (iii) whether the resulting extension of credit is to be an ABR Borrowing
or a Eurocurrency Borrowing; and                                                                                                                                                                                                                                                          
|
| | (iv) if the resulting extension of credit is a Eurocurrency Borrowing,
the Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the
term Interest Period.                                                                                                                     

If any such Interest Election Request requests a Eurocurrency Borrowing but
does not specify an Interest Period, then the applicable Borrower shall be
deemed to have selected an Interest Period of one months duration.

(d) Promptly following receipt of an Interest Election Request, the
Applicable Agent shall advise each Lender to which such Interest Election
Request relates of the details thereof and of such Lenders portion of each
resulting Borrowing.

(e) If a Borrower fails to deliver a timely Interest Election Request
with respect to a Eurocurrency Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period, such Borrowing shall (i)
in the case of a Borrowing denominated in US Dollars, be converted to an ABR
Borrowing and (ii) in the case of a Eurocurrency Borrowing denominated in any
currency other than US Dollars, become due and payable on the last day of such
Interest Period. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower Agent, then, so long
as an Event of Default is continuing (i) no outstanding Revolving Borrowing
denominated in US Dollars may be converted to or continued as a Eurocurrency
Borrowing, (ii) no outstanding Eurocurrency Revolving Borrowing denominated in
a Designated Foreign Currency may be converted to or continued as a
Eurocurrency Borrowing with an Interest period of greater than one month and
(iii) unless repaid, each Eurocurrency Revolving Borrowing denominated in US
Dollars shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto. Notwithstanding the foregoing, no Eurodollar Loan
may be continued as such and no ABR Loan may be converted to a Eurodollar Loan
when an Event of Default described in Section 7.01(g) or (h) has occurred and
is continuing.

SECTION 2.09. Termination and Reduction of Commitments; Adjustment of
Tranche Commitments.(a) Unless previously terminated, the Commitments shall
terminate on the Maturity Date.

(b) The Borrower Agent may at any time terminate, or from time to time
reduce, the Commitments under any Tranche; providedthat (i) each reduction of
the Commitments under any Tranche shall be in an amount that is an integral
multiple of US$1,000,000 and not less than US$5,000,000 and (ii) the Borrower
Agent shall not terminate or reduce the Commitments if, after giving effect to
any concurrent





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37

prepayment of the Loans in accordance with Section 2.11, the sum
of the total Revolving Credit Exposures plus the total Competitive Loan
Exposures would exceed the total Commitments or the aggregate Revolving Credit
Exposures under any Tranche would exceed the aggregate Commitments under such
Tranche.

(c) The Borrower Agent shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under any Tranche under
paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following receipt of any notice, the
Administrative Agent shall advise the other Agents and the applicable Lenders
of the contents thereof. Each notice delivered by the Borrower Agent pursuant
to this Section shall be irrevocable; providedthat a notice of termination of
the Commitments delivered by the Borrower Agent may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Borrower Agent (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments under any Tranche shall
be made ratably among the Lenders in accordance with their respective
Commitments under such Tranche.

(d) (i) The Borrower Agent may from time to time, by written notice to the
Administrative Agent, request that the total Commitments under any Tranche be
increased by an amount for each increased Tranche of not less than
US$5,000,000, and that simultaneous decreases be made to the Commitments under
other Tranches in amounts that will result in the aggregate amount of the
Commitments under all the Tranches remaining unchanged after giving effect to
such increases and decreases. Any such notice shall set forth the amount of
the requested increase or decrease in each Tranche and the date on which such
adjustment is requested to become effective (which shall be not less than 10
Business Days or more than 30 days after the date of such notice), and shall
offer each Lender holding a Commitment under any increasing Tranche the
opportunity to increase its Commitment in such Tranche by its Tranche
Percentage of the proposed increased amount. Each such Lender shall, by notice
to the Borrower Agent and the Administrative Agent given not more than 5
Business Days after the date of the
Borrower Agents notice, either agree to increase its applicable Commitment by
all or a portion of the offered amount (each Lender so agreeing being an
Increasing Lender with respect to such Tranche) or decline to increase its
applicable Commitment (and any Lender that does not deliver such a notice
within such period of 5 Business Days shall be deemed to have declined to
increase its Commitment) (each Lender so declining or deemed to have declined
being a Non-Increasing Lender with respect to such Tranche). In the event
that on the 5th Business Day after the Borrower Agent shall have delivered a
notice pursuant to the first sentence of this paragraph the Lenders shall not
have agreed pursuant to the preceding sentence to increase their Commitments
under any Tranche by an aggregate amount at least equal to the increase in the
total Commitments requested by the Borrower Agent, the Borrower Agent may
arrange for one or more banks or other financial institutions (any such bank or
other financial institution being called an Augmenting Lender with respect to
such Tranche), which may include any Lender, to extend Commitments in an
aggregate amount equal to the unsubscribed amount; providedthat each
Augmenting Lender, if not already a Lender hereunder, shall be subject to the
approval of the Administrative Agent, each Issuing Bank and the Swingline
Lender (which approvals shall not be unreasonably withheld) and the Credit
Parties and each Augmenting Lender shall execute all such documentation as the
Administrative Agent shall reasonably specify to evidence the Commitment of
such Augmenting Lender and/or its status as a Lender hereunder. Any increase
in the Commitments under any Tranche may be made in an amount less than the
increase requested by the Borrower Agent if the Borrower Agent is unable to
arrange for, or chooses not to arrange for, Augmenting Lenders. Not less than
three Business Days prior to the effective date (the Increase Effective Date)
of any increase (each a Commitment Increase) in the total Commitments under
any Tranche pursuant to this paragraph (d), the Borrower Agent shall by written
notice to the Administrative Agent confirm the decreases (each a Commitment
Decrease) to be made to the Commitments under the





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other Tranches specified in
the original notice given in respect of the proposed adjustments or shall
specify the Commitment Decreases to made in lieu thereof that will result in
the aggregate amount of the Commitments under all the Tranches remaining
unchanged after giving effect to the Commitment Increases and Commitment
Decreases to be made on the Increase Effective Date.

(ii) On any Increase Effective Date, (A) the aggregate principal amount
of the Revolving Loans outstanding under each Tranche under which a Commitment
Increase will become effective (the Initial Loans under such Tranche)
immediately prior to giving effect to the applicable Commitment Increase on the
Increase Effective Date shall be deemed to be repaid, (B) after the
effectiveness of the Commitment Increase, the Borrowers holding Commitments
under such Tranche shall be deemed to have made new Borrowings (the Subsequent
Borrowings) in an aggregate principal amount equal to the aggregate principal
amount of the Initial Loans under such Tranche and of the types and for the
Interest Periods specified in a Borrowing Request delivered to the
Administrative Agent in accordance with Section 2.03, (C) each Lender under
such Tranche shall pay to the Applicable Agent in same day funds an amount
equal to the difference, if positive, between (x) such Lenders Tranche
Percentage (calculated after giving effect to the Commitment Increase) of the
Subsequent Borrowings and (y) such Lenders Tranche Percentage (calculated
without giving effect to the Commitment Increase) of the Initial Loans, (D)
after the Applicable Agent receives the funds specified in clause (C) above,
the Applicable Agent shall pay to each Lender under such Tranche the portion of
such funds that is equal to the difference, if positive, between (1) such
Lenders Tranche Percentage (calculated without giving effect to the Commitment
Increase) of the Initial Loans and (2) such Lenders Tranche Percentage
(calculated after giving effect to the Commitment Increase) of the amount of
the Subsequent Borrowings, (E) each Non-Increasing Lender, each Increasing
Lender and each Augmenting Lender shall be deemed to hold its Tranche
Percentage of each Subsequent Borrowing (each calculated after giving effect to
the Commitment Increase) and (F) each applicable Borrower shall pay each
Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid
interest on the Initial Loans. The deemed payments made pursuant to clause (A)
above in respect of each Eurocurrency Loan shall be subject to indemnification
by the Borrowers pursuant to the provisions of Section 2.16 if the Increase
Effective Date occurs other than on the last day of the Interest Period
relating thereto and breakage costs result.

(iii) On the Increase Effective Date, each Commitment Decrease shall be
made ratably among the Lenders holding Commitments under the decreasing Tranche
in accordance with their respective Commitments under such Tranche.

(iv) Commitment Increases, Commitment Decreases and new Commitments
created pursuant to this Section 2.09(d) shall become effective on the date
specified in the original notice delivered by the Borrower Agent pursuant to
the first sentence of paragraph (d)(i) above.

(v) Notwithstanding the foregoing, an increase in the Commitments under
any Tranche (or in any Commitment of any Lender) or addition of an Augmenting
Lender shall become effective under this Section only if (A) the Borrower Agent
shall not have withdrawn its request under paragraph (d)(i) above by written
notice to the Administrative Agent at least three Business Days prior to the
Increase Effective Date, (B) on the date of such increase, the conditions set
forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the
Administrative Agent shall have received a certificate to that effect dated
such date and executed by a financial officer of the Borrower Agent, and (C)
the Administrative Agent shall have received (with sufficient copies for each
of the Lenders) documents consistent with those delivered pursuant to Section
4.03(b) in connection with the designation of a new Borrowing Subsidiary as to
the corporate power and authority of the applicable Borrowers to borrow
hereunder after giving effect to such increase.





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39

SECTION 2.10. Repayment of Loans; Evidence of Debt.(a) Each Borrower
hereby unconditionally promises to pay (i) to the Applicable Agent for the
account of each Lender the unpaid principal amount of each Revolving Loan made
by such Lender on the Maturity Date, (ii) to the Applicable Agent for the
account of each Lender the unpaid principal amount of each Competitive Loan on
the last day of the Interest Period applicable to such Loan and (iii) to the
Swingline Lender the then unpaid principal amount of each Swingline Loan on the
earlier of the Maturity Date and the first date after such Swingline Loan is
made that is the 15th day or the last day of a calendar month and that is at
least one Business Day after the day on which such Swingline Loan shall have
been made.

(b) 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 Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the Interest Period, if any, applicable thereto, and (ii) the amounts of
all sums received by the Agents hereunder for the accounts of the Lenders and
each Lenders share thereof. Each other Agent shall promptly provide the
Administrative Agent with all information needed to maintain such accounts in
respect of the Loans administered by such Agent.

(d) The entries made in the accounts maintained pursuant to paragraph (b)
or (c) of this Section shall be prima facieevidence of the existence and
amounts of the obligations recorded therein; providedthat the failure of any
Lender or Agent to maintain such accounts or any error therein shall not in any
manner affect the obligation of any Borrower to repay the Loans in accordance
with the terms of this Agreement.

(e) Any Lender may request that Loans of any Class made by it be
evidenced by a promissory note. In such event, each Borrower shall execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns)
and in substantially the form attached hereto as Exhibit F. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and
its registered assigns).

SECTION 2.11. Prepayment of Loans.(a) The Borrowers shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (d) of this Section
and
payment of any amounts required under Section 2.16; providedthat the Borrowers
shall not have the right to prepay any Competitive Loan without the prior
consent of the Lender thereof.

(b) In the event and on each occasion that the sum of the aggregate
Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall
exceed the aggregate Commitments, or the aggregate Revolving Credit Exposures
under any Tranche shall exceed the aggregate Commitments under such Tranche,
the Borrowers shall, at the end of each Interest Period applicable to any
Revolving Borrowing or Swingline Borrowing, or to any Revolving Borrowing or
Swingline Borrowing of the applicable Tranche, as the case may be, prepay such
Revolving Borrowing or Swingline Borrowing in an aggregate equal to the lesser
of (i) the amount of such Revolving Borrowing or Swingline Borrowing and (ii)
an amount sufficient to eliminate such excess. If, on any Reset Date, the
aggregate Revolving Credit Exposures and the aggregate Competitive Loan
Exposures shall exceed 105% of the
aggregate Commitments, or the aggregate
Revolving Credit Exposures under any Tranche shall exceed 105% of the





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40

aggregate
Commitments under such Tranche, then each applicable Borrower shall, not later
than the next Business Day, prepay one or more Revolving Borrowings or
Swingline Borrowings in an aggregate amount sufficient to eliminate such excess
over 105%.

(c) Prior to any optional or mandatory prepayment of Borrowings, the
applicable Borrower shall select the Borrowings to be prepaid and shall specify
such selection in the notice of such prepayment pursuant to paragraph (d)
below.

(d) The Borrower Agent or the applicable Borrower shall, to the extent
practicable, notify the Applicable Agent (and in the case of prepayment of a
Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of
any prepayment hereunder (i) in the case of prepayment of a Eurocurrency
Revolving Borrowing, not later than 11:00 a.m., Local time, three Business Days
(or, if the date of prepayment shall be the last day of the Interest Period
applicable to such Borrowing, one Business Day) before the date of prepayment,
(ii) in the case of prepayment of an ABR Revolving Borrowing, not later than
11:00 a.m., Local time, on the Business Day of prepayment or (iii) in the case
of prepayment of a Swingline Loan, not later than 12:00 noon, New York City
time on the date of prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; providedthat, if a notice of prepayment is
given in connection with a conditional notice of termination of the Commitments
as contemplated by Section 2.09, then such notice of prepayment may be revoked
if such notice of termination is revoked in accordance with Section 2.09.
Promptly following receipt of any such notice relating to a Revolving
Borrowing, the Administrative Agent shall advise the applicable Lenders of the
contents thereof. Each partial prepayment of any Revolving Borrowing shall be
in an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.13.

SECTION 2.12. Fees(a) The Company and ASII agree, jointly and
severally, to pay to the Administrative Agent, in US Dollars, for the account
of the office (or Affiliate) of each Lender from which such Lender would make
Loans to the Company or ASII in US Dollars hereunder, a facility fee, which
shall accrue at the Applicable Rate on the daily amount of the Commitments of
such Lender (whether used or unused) during the period from and including the
date of this Agreement to but excluding the Maturity
Date;provided that, if
such Lender shall continue to have any Revolving Credit Exposure after the
Maturity Date, then such facility fee shall continue to accrue on the daily
amount of such Lenders Revolving Credit Exposure from and including the
Maturity Date to but excluding the date on which such Lender shall cease to
have any Revolving Credit Exposure. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year, on
any date prior to the Maturity Date on which all the Commitments shall have
terminated and on the Maturity Date, commencing on the first such date to occur
after the date hereof;provided that any facility fees accruing after the
Maturity Date shall be payable on demand. All facility fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number
of days elapsed (including the first day but excluding the last day).

(b) The Borrowers agree to pay (i) to the Administrative Agent for the
account of each US Tranche Lender a participation fee with respect to each such
Lenders participations in Letters of Credit, which fee shall accrue at the
Applicable Rate used to determine the interest rate applicable to Eurocurrency
Revolving Loans on the daily amount of such Lenders LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the date hereof to but excluding the later of the
date on which such Lenders US Tranche Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank
a fronting fee, which shall accrue at the rate of 0.125% per annum on the
average daily aggregate amount of the LC Exposures





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41

attributable to Letters of
Credit issued by such Issuing Bank (in each case excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the date hereof to but excluding the later of the date of termination
of the US Tranche Commitments and the date on which there ceases to be any LC
Exposure, as well as such Issuing Banks standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or the
processing of drawings thereunder. Participation fees and fronting fees
accrued under this paragraph through and including the last day of March, June,
September and December of each year shall be payable on such last day,
commencing on the first such date to occur after the date
hereof;provided that
all such fees shall be payable on any date on which the US Tranche Commitments
shall terminate and any such fees accruing after the date on which the US
Tranche Commitments shall have terminated shall be payable on demand. Any
other fees payable to any Issuing Bank pursuant to this paragraph shall be
payable within 10 days after demand. All participation fees and fronting fees
payable under this paragraph shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).

(c) Holdings, the Company and ASII agree to pay to the Administrative
Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between Holdings, the Company, ASII and the
Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Person specified above for its own account
or, in the case of facility fees and participation fees paid to the Agents, for
distribution to the Lenders. Fees paid shall not be refundable under any
circumstances.

SECTION 2.13. Interest.(a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest
(i) in the case of a Eurocurrency Revolving Borrowing, at the LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Rate or (ii)
in the case of a Eurocurrency Competitive Borrowing, at the LIBO Rate for the
Interest Period in effect for such Borrowing plus (or minus, as applicable) the
Margin applicable to such Borrowing.

(c) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable
to such Loan.

(d) Each Swingline Loan shall bear interest at the Swingline Base Rate
for the Interest Period in effect for such Borrowing plus 2.25% per annum.

(e) Notwithstanding the foregoing, if any principal of or interest on any
Loan or any fee or other amount payable by any Borrower hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% per
annum plus the rate otherwise applicable to such Loan or (ii) in the case of
any other amount payable in US Dollars, 2% plus the rate applicable to ABR
Loans as provided in paragraph (a) of this Section.

(f) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Commitments; providedthat (i) interest accrued pursuant to
paragraph (e) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest
on the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any





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conversion of any
Eurocurrency Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

(g) All interest hereunder shall be computed on the basis of a year of
360 days, except that (i) interest in Borrowings denominated in Sterling and
(ii) interest computed by reference to the Alternate Base Rate at times when
the Alternate Base Rate is based on the Prime Rate shall be computed on the
basis of a year of 365 days (or, except in the case of Borrowings denominated
in Sterling, 366 days in a leap year), and in each case shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day). The applicable Alternate Base Rate or LIBO Rate shall be determined
by the Applicable Agent, and such determination shall be presumed correct in
the absence of facts or circumstances indicating that it has been made in
error.

SECTION 2.14. Alternate Rate of Interest.If prior to the commencement
of any Interest Period for a Eurocurrency Borrowing denominated in any
currency:



| |                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Applicable Agent determines (which determination shall be
presumed correct in the absence of facts or circumstances indicating that
it has been made in error) that adequate and reasonable means do not
exist for ascertaining the LIBO Rate for such Interest Period; or                                                                                                             
|
| | (b) the Applicable Agent is advised by the Required Lenders (or, in the
case of a Eurocurrency Competitive Loan, the Lender that is required to
make such Loan) that the LIBO Rate for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (or Lender) of
making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period;

then the Applicable Agent shall give notice thereof to the Borrower Agent and
the Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Applicable Agent notifies the Borrower Agent and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurocurrency Borrowing in such
currency shall be ineffective, and such Borrowing shall be (A) if such
Borrowing is denominated in US Dollars, converted or continued on the last day
of the Interest Period applicable thereto to or as an ABR Borrowing, or (B) if
such Borrowing is denominated in any other currency, converted or continued on
the last day of the Interest Period applicable thereto to or as a Borrowing
bearing interest at such rate as the Lenders and the Borrower Agent may agree
upon (or, in the absence of such agreement, repaid as of the last day of the
current Interest Period applicable thereto), (ii) any request by a Borrower for
a Eurocurrency Competitive Borrowing denominated in such currency shall be
ineffective;provided that (A) if the circumstances giving rise to such notice
do not affect all the Lenders, then requests by a Borrower for Eurocurrency
Competitive Borrowings may be made to Lenders that are not affected thereby and
(B) if the circumstances giving rise to such notice affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted.

SECTION 2.15. Increased Costs.(a) If any Change in Law shall:



| |                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account
of, or credit extended by, any Lender (except to the extent any such
reserve requirement is reflected in the LIBO Rate) or any Issuing Bank;
or
|
| | (ii) impose on any Lender or any Issuing Bank or the London interbank
market or any other market in which Loans of any currency and Type are
funded any other condition affecting                                                                                                            





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| |                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------
| | this Agreement or Eurocurrency Loans
or Fixed Rate Loans made by such Lender or any Letter of Credit or
participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to
such Lender or such Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable
by such Lender or such Issuing Bank hereunder (whether of principal, interest
or otherwise), then the Borrowers will pay to such Lender or such Issuing Bank
such additional amount or amounts as will compensate such Lender or such
Issuing Bank, as the case may be, on a net after-tax basis for such additional
costs incurred or reduction suffered.

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

(c) If the cost to any Lender of making or maintaining any Loan to any
Borrowing Subsidiary incorporated in, or conducting business in, a jurisdiction
outside the United States, or to any Issuing Bank of participating in, issuing
or maintaining any Letter of Credit for the account of any such Borrowing
Subsidiary, is increased or the amount of any sum received or receivable by any
Lender or any Issuing Bank (or its applicable lending office) is reduced as a
result of any law, rule, regulation or action of a Governmental Authority in
such jurisdiction (other than through the imposition of any Excluded Tax or
other imposition expressly excluded from the yield protection or indemnity
provisions set forth herein) by an amount deemed in good faith by such Lender
or such Issuing Bank to be material, such Borrowing Subsidiary shall indemnify
such Lender or such Issuing Bank, as the case may be, for such increased cost
or reduction within 15 days after demand by such Lender or such Issuing Bank
(with a copy to the Administrative Agent).

(d) A certificate of a Lender or an Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or such Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a), (b) or (c)
of this Section and explaining in reasonable detail the method by which such
amount or amounts were determined, together with supporting documentation or
computations, shall be delivered to the Borrower Agent and shall be presumed
correct in the absence of facts or circumstances indicating that the
determinations reflected therein have been made in error. The Borrowers shall
pay such Lender or such Issuing Bank the amount shown as due on any such
certificate within 10 Business Days after receipt thereof.

(e) Failure or delay on the part of any Lender or any Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lenders or such Issuing Banks right to demand such compensation;
providedthat the Borrowers shall not be required to compensate a Lender or an
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 120 days prior to the date that such Lender or such Issuing
Bank notifies the Borrower Agent of the Change in Law or other event or
circumstance giving rise to such increased costs or reductions and of such
Lenders





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or such Issuing Banks intention to claim compensation therefor;
provided furtherthat, if the Change in Law or other event or circumstance
giving rise to such increased costs or reductions is retroactive, then the
120-day period referred to above shall be extended to include the period of
retroactive effect thereof.

(f) Notwithstanding the foregoing provisions of this Section, a Lender
shall not be entitled to compensation pursuant to this Section in respect of
any Competitive Loan if the Change in Law or other event or circumstance that
would otherwise entitle it to such compensation shall have been publicly
announced prior to submission of the Competitive Bid pursuant to which such
Loan was made.

SECTION 2.16. Break Funding Payments.In the event of (a) the payment
of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurocurrency Loan other than on
the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Revolving Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate
Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower Agent pursuant to Section 2.19 or the CAM
Exchange, then, in any such event, the applicable Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any,
of (i) the amount of interest which would have accrued on the principal amount
of such Loan had such event not occurred, at the LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period, for
deposits in the applicable currency of a comparable amount and period from
other banks in the eurocurrency market or bill rate market, as applicable. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section, together with supporting
documentation or computations, shall be delivered to the applicable Borrower or
to the Borrower Agent and shall be presumed correct in the absence of facts or
circumstances indicating that the determinations reflected therein have been
made in error. The applicable Borrower shall pay such Lender the amount shown
as due on any such certificate within 10 Business Days after receipt thereof.

SECTION 2.17. Taxes.(a) Any and all payments by or on account of any
obligation of any Credit Party hereunder or under any other Credit Document
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; providedthat if any Credit Party shall be required to deduct
any Indemnified Taxes or Other Taxes from any such payment, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions of Indemnified Taxes or Other Taxes (including deductions applicable
to additional sums payable under this Section) the Agent, Lender or Issuing
Bank (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrowers will cause such
Credit Party to make such deductions and (iii) the Borrowers will pay or cause
such Credit Party to pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

(b) In addition, the Borrowers shall pay any Other Taxes required to be
paid by them to the relevant Governmental Authority in accordance with
applicable law.





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45

(c) The Borrowers shall indemnify each Agent, each Issuing Bank and each
Lender, within 10 Business Days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by such Agent, such Issuing
Bank or such Lender on or with respect to any payment by or on account of any
obligation of any Credit Party hereunder or under any other Credit Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate setting forth
in reasonable detail the amount and nature of
such payment or liability shall be delivered to the Borrower Agent by a Lender
or an Issuing Bank, or by an Agent on its own behalf or on behalf of a Lender
or an Issuing Bank and shall be presumed correct in the absence of facts or
circumstances indicating that the determinations reflected therein have been
made in error.

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

(e) Any Foreign Lender that is entitled to an exemption from or reduction
of withholding tax under the law of the jurisdiction in which a Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower Agent (with a copy
to the Applicable Agent), at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law
or reasonably requested by the Borrower Agent as will permit such payments to
be made without withholding or at a reduced rate, provided,in the case of any
exemption or reduction available under the laws of a jurisdiction other than
the United States, the United Kingdom or, in the case of any Italian Tranche
Lender, Italy, that such Foreign Lender has received written notice from the
Borrower Agent advising it of the availability of such exemption or reduction
and containing all applicable documentation.

(f) If an Agent, an Issuing Bank or a Lender determines in good faith that
it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by a Borrower or with respect to which a Borrower has paid
additional amounts pursuant to this Section 2.17, it shall pay over such refund
to the Borrower Agent (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrowers under this Section 2.17 with respect
to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of such Agent, such Issuing Bank or such Lender and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that the Borrowers, upon the
request of such Agent, such Issuing Bank or such Lender, agree to repay the
amount paid over to the Borrower Agent (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority not resulting from the
negligence of such Agent, Issuing Bank or Lender) to such Agent, such Issuing
Bank or such Lender in the event such Agent, such Issuing Bank or such Lender
is required to repay such refund to such Governmental Authority. This Section
shall not be construed to require any Agent, any Issuing Bank or any Lender to
make available its tax returns (or any other information relating to its taxes
which it deems confidential) to any Credit Party or any other Person.

(g) Each Lender, on the date it becomes a Lender hereunder, will
designate US and UK Lending Offices for the Loans to be made by it such that,
on such date, it will not be liable for any withholding tax referred to in
clause (c) or (d) of the definition of Excluded Taxes in Article I (other
than any withholding tax that is not an Excluded Tax under the proviso to such
definition).





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SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a) Each Borrower shall make each payment required to be made by it
hereunder or under any other Credit Document (whether of principal, interest or
fees, or reimbursement of LC Disbursements, or of amounts payable under Section
2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date
when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Applicable Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Applicable Agent to the applicable account specified on
Schedule 2.18 for the account of the applicable Lenders or, in any such case,
to such other account as the Applicable Agent shall from time to time specify
in a notice delivered to the Borrower Agent; providedthat payments to be made
to an Issuing Bank or the Swingline Lender as expressly provided herein and
payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly
to the Persons entitled thereto. The Applicable Agent shall distribute
any such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Credit Document shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. All payments hereunder of principal or interest
in respect of any Loan or LC Disbursement (or of any breakage indemnity in
respect of any Loan) shall be made in the currency of such Loan or LC
Disbursement; all other payments hereunder and under each other Credit Document
shall be made in US Dollars, except as otherwise expressly provided. Any
payment required to be made by an Agent hereunder shall be deemed to have been
made by the time required if such Agent shall, at or before such time, have
taken the necessary steps to make such payment in accordance with the
regulations or operating procedures of the clearing or settlement system used
by such Agent to make such payment. Any amount payable by any Agent to one or
more Lenders in the national currency of a member state of the European Union
that has adopted the Euro as its lawful currency shall be paid in Euro.

(b) If at any time insufficient funds are received by and available to
any Agent from any Borrower to pay fully all amounts of principal, interest,
unreimbursed LC Disbursements and fees then due from such Borrower hereunder,
such funds shall be applied (i) first, towards payment of interest and fees
then due from such Borrower hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, towards payment of principal and unreimbursed LC
Disbursements then due from such Borrower hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed
LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans or participations in
LC Disbursements or Swingline Loans and accrued interest thereon under any
Tranche than the proportion received by any other Lender under such Tranche,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans or participations in LC
Disbursements or Swingline Loans, as applicable, of other Lenders under such
Tranche to the extent necessary so that the benefit of all such payments shall
be shared by the Lenders under such Tranche ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans or participations in LC Disbursements or Swingline Loans under
such Tranche; providedthat (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by any Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as





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47

consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements or
Swingline Loans to any assignee or participant, other than to Holdings or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). Each Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against
such Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such
Borrower in the amount of such participation.

(d) Unless any Agent shall have received notice from the applicable
Borrower prior to the date on which any payment is due to such Agent for the
account of any Lenders or an Issuing Bank hereunder that the applicable
Borrower will not make such payment, such Agent may assume that such Borrower
has made such payment on such date in accordance herewith and may, in reliance
upon such assumption, distribute to the Lenders or the Issuing Bank, as
applicable, the amount due. In such event, if such Borrower has not in fact
made such payment, then each of the Lenders and such Issuing Bank severally
agrees to repay to the Applicable Agent forthwith on demand the amount so
distributed to such Lender or Issuing Bank, as applicable, with interest
thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to such Agent,
at a rate determined by such Agent in accordance with banking industry rules on
interbank compensation.

(e) If any Lender or any Issuing Bank, as applicable, shall fail to make
any payment required to be made by it pursuant to Section 2.07(b) or paragraph
(d) of this Section 2.18, then the Applicable Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by such Agent for the account of such Lender or Issuing Bank, as
applicable, to satisfy such Lenders or Issuing Banks obligations under such
Sections until all such unsatisfied obligations are fully paid.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders.(a) If
any Lender requests compensation under Section 2.15, or if any Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17 or 2.21, then
such Lender shall designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or Affiliates, if such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.15, 2.17 or 2.21, as the case may be, in the future and (ii) in the
reasonable judgment of such Lender, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.15, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17
or 2.21, or if any Lender defaults in its obligation to fund Loans hereunder,
then the Borrower Agent may, at its sole expense, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 10.04), all its interests, rights and obligations under this
Agreement (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); providedthat (i) the Borrower
Agent shall have received the prior written consent of the Administrative Agent
(and if a Revolving Commitment is being assigned, each Issuing Bank and the
Swingline Lender), which consent shall not unreasonably be withheld or delayed,
(ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans) and
participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from





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48

the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrowers (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.15 or payments required to be made pursuant to Section 2.17 or 2.21, such
assignment will result in a reduction in such compensation or payments.
Nothing in this Section shall limit any right or remedy that any Borrower may
otherwise have against any Lender.

SECTION 2.20. Borrowing Subsidiaries.On or after the Effective Date,
the Borrower Agent (a) may designate any subsidiary of the Company or ASII as a
Borrowing Subsidiary and (b) may designate any subsidiary of the Company or
ASII that is incorporated or otherwise organized under the laws of Italy as an
Italian Borrowing Subsidiary, as applicable, by delivery to the Administrative
Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and
Holdings, and upon such delivery such Subsidiary shall for all purposes of this
Agreement be a party to and a Borrowing Subsidiary or an Italian Borrowing
Subsidiary, as the case may be, under this Agreement. Upon the execution by
the Borrower Agent and delivery to the Administrative Agent of a Borrowing
Subsidiary Termination with respect to any Borrowing Subsidiary or any Italian
Borrowing Subsidiary, such Subsidiary shall cease to be a Borrowing Subsidiary
or an Italian Borrowing Subsidiary, as the case may be; providedthat no
Borrowing Subsidiary Termination will become effective as to any Borrowing
Subsidiary or Italian Borrowing Subsidiary (other than to terminate its right
to make further Borrowings or to obtain further Letters of Credit under this
Agreement) at a time
when any principal of or interest on any Loan to such Borrowing Subsidiary or
any Letter of Credit issued for the account of such Borrowing Subsidiary shall
be outstanding hereunder, unless the obligations of such Borrowing Subsidiary
in respect of such Loan or Letter of Credit shall have been assumed by another
Borrower. In the event that any Borrowing Subsidiary shall cease to be a
Subsidiary, the Borrower Agent will promptly execute and deliver to the
Administrative Agent a Borrowing Subsidiary Termination terminating its status
as a Borrowing Subsidiary and, if applicable, an Italian Borrowing Subsidiary,
subject to the proviso in the immediately preceding sentence. Promptly
following receipt of any Borrowing Subsidiary Agreement or Borrowing Subsidiary
Termination, the Administrative Agent shall send a copy thereof to each Lender.

SECTION 2.21. Additional Reserve Costs.(a) If and so long as any
Lender is required after the date hereof to make special deposits with the Bank
of England, to maintain reserve asset ratios or to pay fees, in each case in
respect of such Lenders Eurocurrency Loans in any Designated Foreign Currency,
such Lender may require the relevant Borrower to pay, contemporaneously with
each payment of interest on each of such Loans, additional interest on such
Loan at a rate per annum equal to the Mandatory Costs Rate calculated in
accordance with the formula and in the manner set forth in Exhibit C hereto.

(b) If and so long as any Lender is required to comply with reserve
assets, liquidity, cash margin or other requirements of any monetary or other
authority (including any such requirement imposed by the Board or by European
Central Bank or the European System of Central Banks, but excluding
requirements reflected in the Mandatory Costs Rate) in respect of any of such
Lenders Eurocurrency Loans, such Lender may require the relevant Borrower to
pay, contemporaneously with each payment of interest on each of such Lenders
Eurocurrency Loans subject to such requirements, additional interest on such
Loan at a rate per annum specified by such Lender to be the cost to such Lender
of complying with such requirements in relation to such Loan.

(c) Any additional interest owed pursuant to paragraph (a) or (b) above
shall be determined by the relevant Lender, which determination shall be
presumed correct in the absence of facts or circumstances indicating that it
has been made in error, and notified to the relevant Borrower (with a copy to
the Applicable Agent) at least five Business Days before each date on which
interest is payable for the relevant Loan, and such additional interest so
notified to the relevant Borrower by such Lender shall be





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payable to the
Applicable Agent for the account of such Lender on each date on which interest
is payable for such Loan.

SECTION 2.22. Redenomination of Certain Designated Foreign Currencies.
(a) Each obligation of any party to this Agreement to make a payment
denominated in the national currency unit of any member state of the European
Union that adopts the Euro as its lawful currency after the date hereof shall
be redenominated into Euro at the time of such adoption (in accordance with the
EMU Legislation). If, in relation to the currency of any such member state,
the basis of accrual of interest expressed in this Agreement in respect of that
currency shall be inconsistent with any convention or practice in the London
Interbank Market for the basis of accrual of interest in respect of the Euro,
such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful
currency; providedthat if any Borrowing in the currency of such member state
is outstanding immediately prior to such date, such replacement shall take
effect, with respect to such Borrowing, at the end of the then current Interest
Period.

(b) Without prejudice and in addition to any method of conversion or
rounding prescribed by any EMU Legislation and (i) without limiting the
liability of any Borrower for any amount due under this Agreement and (ii)
without increasing any Commitment of any Lender, all references in this
Agreement to minimum amounts (or integral multiples thereof) denominated in the
national currency unit of any member state of the European Union that adopts
the Euro as its lawful currency after the date hereof shall, immediately upon
such adoption, be replaced by references to such minimum amounts (or integral
multiples thereof) as shall be specified herein with respect to Borrowings
denominated in Euro.

(c) Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent and the Borrower Agent,
acting jointly, may from time to time specify to be appropriate to reflect the
adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.

ARTICLE III

Representations and Warranties

Holdings represents and warrants to the Lenders as to itself and each
Subsidiary, and the Company, ASII and each other Borrowing Subsidiary
represents and warrants to the Lenders as to itself and its subsidiaries, as
follows (it being understood that each reference in this Article III to the
Credit Parties shall include, on any date as of which the representations and
warranties set forth herein are made or deemed made, only those Persons that
are Credit Parties on such date):

SECTION 3.01. Organization and Qualification.Each Credit Party and
each Material Subsidiary is duly organized, validly existing and in good
standing (to the extent such concept is relevant to such Person in its
jurisdiction of organization) under the laws of the jurisdiction of its
organization, has full and adequate corporate power to carry on its business as
now conducted and is duly licensed or qualified and, to the extent relevant, in
good standing in each jurisdiction in which the nature of the business
transacted by it or the nature of the Property owned or leased by it makes such
licensing or qualification necessary, except where such failure to be so
licensed or qualified and in good standing does not constitute and would not
result in a Material Adverse Effect.

SECTION 3.02. Corporate Authority and Validity of Obligations.Each
Credit Party has the corporate, company or partnership power and authority to
consummate the Transactions, to enter into





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50

this Agreement and each other Credit
Document to which it is a party, to make the Borrowings to be made by it
hereunder, to issue its notes in evidence thereof and to perform all its
obligations hereunder and under each other Credit Document to which it is a
party. The execution, delivery and performance of this Agreement and the other
Credit Documents have been duly authorized by all necessary corporate, company
or partnership action of the Credit Parties, and this Agreement and the other
Credit Documents constitute valid and binding obligations of the Credit
Parties, enforceable in accordance with their terms, subject to bankruptcy,
insolvency and similar laws affecting the enforcement of creditors rights
generally and to general principals of equity. None of this Agreement, any
other Credit Document or the Transactions (i) will contravene any charter or
by-law provision of any Credit Party, or (ii) will contravene any provision of
law or of any regulation or order of any Governmental Authority or any
judgment, or, or any material covenant, indenture or agreement of or affecting
any Credit Party or a substantial portion of the Properties of any Credit Party
where such contravention referred to in this clause (ii) would reasonably be
expected to result in a Material Adverse Effect or to affect materially and
adversely the rights or interests of any Agent, Issuing Bank or Lender.

SECTION 3.03. Margin Stock.None of Holdings, any other Credit Party or
any other Material Subsidiary is engaged principally, or as one of its primary
activities, in the business of extending credit for the purpose of purchasing
or carrying Margin Stock, and neither the proceeds of any Loan nor any Letter
of Credit will be used in a manner that violates any provision of Regulation U
or X of the Board.

SECTION 3.04. Financial Reports.(a) The consolidated balance sheet of
Holdings and the Subsidiaries and the related consolidated statements of
earnings, shareholders equity and cash flows of the Company and the
Subsidiaries and accompanying notes thereto (i) as at December 31, 2000, and
for the year then ended, which financial statements are accompanied by the
report of Ernst & Young LLP, and (ii) as at June 30, 2001, and for the fiscal
quarter and the portion of the fiscal year then ended, certified by Holdings
through its Chief Financial Officer, heretofore furnished to the Administrative
Agent, fairly present in all material respects the consolidated financial
condition of Holdings and the Subsidiaries as at such dates and their
consolidated results of operations, shareholders equity and cash flows for the
periods then ended in conformity with GAAP, subject to year-end adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above.

(b) Holdings has heretofore furnished to the Lenders its projected
financial results for the years ending December 31, 2001 through December 31,
2005, prepared giving effect to the Transactions as if the Transactions had
occurred on such date. Such projected financial results (i) have been prepared
in good faith based on the same assumptions used to prepare the pro forma
financial statements included in the Information Memorandum (which assumptions
are believed by Holdings to have been reasonable at the times made) and (ii)
subject to the assumptions set forth in the Information Memorandum, are based
on the best information available to Holdings as of the date of the Information
Memorandum after due inquiry (it being understood that such projected financial
results are subject to significant uncertainties and contingencies, many of
which are beyond the control of Holdings and the Subsidiaries, and that no
assurance can be given that such projected financial results will be realized).

SECTION 3.05. No Material Adverse Effect.Since December 31, 2000,
there has not occurred or become known any Material Adverse Effect.

SECTION 3.06. Litigation.There is no litigation or governmental
proceeding pending, or to the knowledge of Holdings or any Material Subsidiary
threatened, against Holdings or any Material Subsidiary which if adversely
determined could (a) impair the validity or enforceability of, or materially
impair the ability of Holdings or any other Credit Party to perform its
obligations under, this Agreement or any other Credit Document or (b) except as
disclosed on Schedule 3.06 or in Holdingss reports on





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Form 10-K and 10-Q filed
with the SEC through September 30, 2001, result in any Material Adverse Effect.

SECTION 3.07. Tax Returns.Holdings has filed consolidated United
States federal income tax returns for all taxable years ended on or before
December 31, 2000, and has paid or caused to be paid all material taxes due
with respect to such returns and all taxes otherwise due from Holdings or any
Subsidiary except where the failure to pay such taxes otherwise due would not
individually or in the aggregate reasonably be expected to result in a Material
Adverse Effect. Such consolidated United States federal income tax returns of
Holdings for the taxable year ended December 31, 1995, and all taxable years
ended before such date have been examined by the Internal Revenue Service, and
any additional assessments for any such year have been paid or the applicable
statute of limitations therefor has expired. There are no assessments pending
for the consolidated United States federal income tax returns of Holdings and
the Subsidiaries of a material nature for any taxable year ended after December
31, 1995, nor to the knowledge of Holdings or any Material Subsidiary is any
such assessment threatened, other than those provided for by adequate reserves
under GAAP, in each case which would reasonably be expected to result in a
Material Adverse Effect.

SECTION 3.08. Approvals.No authorization, consent, license, exemption,
filing or registration with any court or governmental department, agency or
instrumentality, or any other Person, is necessary to the consummation of the
Transactions or the valid execution, delivery or performance by any Credit
Party of this Agreement or any other Credit Document except for those obtained
on or before the Effective Date or those the failure of
which to obtain would not individually or in the aggregate reasonably be
expected to result in a Material Adverse Effect.

SECTION 3.09. ERISA.Holdings and each Subsidiary is in compliance in
all material respects with the Employee Retirement Income Security Act of 1974
(ERISA) to the extent applicable to it and has received no notice to the
contrary from the Pension Benefit Guaranty Corporation or any successor thereto
(PBGC) or any other governmental entity or agency. No condition exists or
event or transaction has occurred under or relating to any Plan which could
reasonably be expected to result in the incurrence by Holdings or any
Subsidiary of any material liability, fine or penalty. Neither Holdings nor
any Subsidiary has any contingent liability for any post-retirement benefits
under a Welfare Plan that would reasonably be expected to result in a Material
Adverse Effect.

SECTION 3.10. Environmental Matters.Except as set forth on Schedule
3.10, and except with respect to any other matters that, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect, none of Holdings and the Material Subsidiaries (a) has failed to comply
with any Environmental Laws or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Laws, (b) has become
subject to any liability under any Environmental Laws, (c) has received notice
of any claim with respect to any Environmental Laws or (d) knows of any basis
for any liability under any Environmental Laws.

SECTION 3.11. Properties.(a) Holdings and each Material Subsidiary
has good title to, or valid leasehold interests in, all its real and personal
property material to its business, subject only to Liens permitted by Section
6.02 and except for defects in title or property the absence of which would not
individually or in the aggregate reasonably be expected to result in a Material
Adverse Effect.

(b) Holdings and each Material Subsidiary owns, or is licensed to use,
all trademarks, tradenames, copyrights, patents and other intellectual property
material to its business, and the use thereof by it does not infringe upon the
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license
rights or other infringements that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.

SECTION 3.12. Compliance with Laws.Holdings and each Material
Subsidiary is in compliance with all laws, regulations and orders of each
Governmental Authority applicable to it or its property, except where the
failure to be in compliance, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.

SECTION 3.13. Investment and Holding Company Status.None of Holdings
and its Subsidiaries is (a) an investment company as defined in, or subject
to regulation under, the Investment Company Act of 1940 or (b) a holding
company as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.

SECTION 3.14. Disclosure.Neither the Information Memorandum nor any of
the other reports, financial statements, certificates or other information
furnished in writing by or on behalf of Holdings or any Subsidiary to any
Agent, Issuing Bank or Lender in connection with the negotiation of this
Agreement or any other Credit Document or delivered hereunder or thereunder, as
of the date furnished and taken together with all other information so
furnished or included in reports filed by Holdings with the SEC on or prior to
such date, contained or will contain any material misstatement of fact or
omitted or will omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided
that, with respect to the projected financial information and other
projections, the representations made in this Section are subject to the
qualifications and limitations set forth in Section 3.04(b).

ARTICLE IV

Conditions

SECTION 4.01. Effective Date.The obligations of the Lenders to make
Loans, and of the Issuing Banks to issue Letters of Credit, hereunder shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 10.02):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Administrative Agent (or its counsel) shall have received from
each party hereto or to any other Credit Document either (i) a
counterpart of this Agreement or such Credit Document signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page
of this Agreement or such Credit Document) that such party has signed a
counterpart of this Agreement or such Credit Document.                                                                                                                                                                                                                               
|
| | (b) The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent, the Issuing
Banks, the Swingline Lender and the Lenders and dated the Effective Date)
of each of (i) Paul McGrath, General Counsel of the Company,
substantially in the form of Exhibit D-1 hereto, (ii) Cahill Gordon &
Reindel, counsel for the Borrowers, substantially in the form of Exhibit
D-2 hereto and (iii) counsel for such Non-US Borrowers and principal
Non-US Subsidiary Guarantors as shall be specified by the Administrative
Agent, in such form or forms as shall be acceptable to the Administrative
Agent. Each Credit Party hereby requests such counsel to deliver such
opinions.





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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing (to the
extent such concept is relevant to such Person in its jurisdiction of
organization) of each Credit Party that is a US Subsidiary or a principal
Non-US Subsidiary (other than any Credit Party that is a Non-US
Subsidiary, to the extent such matters are covered by legal opinions
referred to in (b) above) and the authorization of the Transactions, all
in form and substance reasonably satisfactory to the Administrative Agent
and its counsel.
|
| | (d) The Administrative Agent shall have received a certificate,
dated the Effective Date and signed by the President, a Vice President or
a Financial Officer of Holdings, the Company and ASII, confirming
compliance with the conditions set forth in paragraphs (e), (g) and (h)
of this Section 4.01 and paragraphs (a) and (b) of Section 4.02.                                                                                                                                                                                                                                                                                                                         
|
| | (e) The Guarantee Requirement shall be satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (f) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses required to be reimbursed or paid by Holdings or
the Borrowers hereunder.                                                                                                                                                                                                                                                                                                                                                                
|
| | (g) The 364-Day Credit Agreement shall have been executed and delivered
and the conditions set forth in Section 4.01 of such Agreement shall have
been satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (h) The Existing Credit Agreement shall have been terminated and all
amounts outstanding or accrued for the accounts of or otherwise owed to
the lenders thereunder shall have been paid in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (i) The Index Ratings shall be BBB- or higher (in the case of the rating
by S&P) and Ba1 or higher (in the case of the rating by Moodys), in each
case with no negative outlook.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (j) The Administrative Agent, each Issuing Bank and each Lender shall
have received each financial statement or report referred to in Section
3.04.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

The Administrative Agent may agree that evidence of authority and legal
opinions with respect to certain of the Non-US Subsidiary Guarantors may be
delivered after the Effective Date where it determines that the difficulty or
expense of delivering such items by the Effective Date will be excessive in
relation to the benefits of such delivery to the Lenders. The Administrative
Agent shall notify the Credit Parties, the Lenders and the Issuing Banks of the
Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders hereunder shall
not become effective unless each of the foregoing conditions shall have been
satisfied (or waived pursuant to Section 10.02) at or prior to 5:00 p.m., New
York City time, on November 15, 2001 (and, in the event such conditions are not
so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.02. Each Borrowing.The obligation of each Lender to make
Loans, and of the Issuing Banks to issue, increase or extend Letters of Credit,
as part of each Credit Event that increases any Revolving Credit Exposure or
the Competitive Loan Exposure of any Lender is subject to the satisfaction or
waiver of the following conditions (which conditions, insofar as they apply to
any Competitive Loan, may be waived by the Lender that is to make such
Competitive Loan):





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54



| |                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The representations and warranties of the Credit Parties set
forth in the Credit Documents shall be true and correct in all material
respects on and as of the date of such Credit Event (except to the extent
such representations and warranties by their terms relate to an earlier
date, in which case they shall be true and correct in all material
respects on and as of such earlier date).
|
| | (b) At the time of and immediately after giving effect to such
Credit Event, no Default shall have occurred and be continuing.                                                                                                                                                                                                                                                                         

Each Credit Event that increases any Revolving Credit Exposure or the
Competitive Loan Exposure of any Lender shall be deemed to constitute a
representation and warranty by Holdings and each Borrower on the date thereof
as to the matters specified in paragraphs (a) and (b) of this Section.

SECTION 4.03. Initial Borrowing by each Borrowing Subsidiary.The
obligation of each Lender to make Loans to or issue Letters of Credit for the
account of any Borrowing Subsidiary is subject to the satisfaction (or waiver
in accordance with Section 10.02) of the following conditions:

(a) The Administrative Agent (or its counsel) shall have received such
Borrowing Subsidiarys Borrowing Subsidiary Agreement, duly executed by
all parties thereto.

(b) The Administrative Agent shall have received such documents and
certificates, including such opinions of counsel, as the Administrative
Agent or its counsel may reasonably request relating to the organization,
existence and good standing (to the extent such concept is relevant to
such Borrowing Subsidiary in its jurisdiction of organization) of such
Borrowing Subsidiary, the authorization of the Transactions insofar as
they relate to such Borrowing Subsidiary and any other legal matters
reasonably relating to such Borrowing Subsidiary, its Borrowing
Subsidiary
Agreement or such Transactions, all in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full,
and all Letters of Credit have been canceled or have expired and all amounts
drawn thereunder have been reimbursed in full, each of Holdings, the Company
and ASII, and each Borrowing Subsidiary covenants and agrees with the Lenders
(but, in the case of each Borrowing Subsidiary, only as to such Borrowing
Subsidiary and its own subsidiaries), that:

SECTION 5.01. Corporate Existence.Holdings, the Company, ASII and each
Borrowing Subsidiary will, and will cause each other Material Subsidiary to,
preserve and maintain its corporate existence, subject to the provisions of
Section 6.05.

SECTION 5.02. Maintenance of Properties.Holdings will, and will cause
each Subsidiary to, maintain, preserve and keep its Properties necessary to the
proper conduct of its business in reasonably good repair, working order and
condition (ordinary wear and tear and damage by casualty excepted) and will
from time to time make all necessary repairs, renewals, replacements, additions
and betterments thereto so that at all times such Property shall be reasonably
preserved and maintained, except, in each case, to the extent that the failure
to do so could not reasonably be expected to result in a Material





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55

Adverse
Effect; provided, however, that nothing in this Section 5.02 shall prevent
Holdings or a Subsidiary from discontinuing the operation or maintenance of any
such Property if such discontinuance is, in the judgment of Holdings, desirable
in the conduct of its business or the business of the Subsidiary.

SECTION 5.03. Taxes.Holdings will duly pay and discharge, and will
cause each Subsidiary to pay and discharge, all material taxes, rates,
assessments, fees and governmental charges upon or against Holdings or such
Subsidiary or against their respective Property, in each case before the same
become delinquent and before penalties accrue thereon, unless and to the extent
that the same are being contested in good faith and by appropriate proceedings
and adequate reserves under GAAP are provided therefor.

SECTION 5.04. Insurance.Holdings will insure, and keep insured, and
will cause each Subsidiary to insure, and keep insured, with reputable
insurance companies, such of its insurable Property as is of a character
usually insured by companies similarly situated and operating like Property to
the extent insurance is available on commercially reasonable terms. To the
extent usually insured (subject to self-insured retentions) by companies
similarly situated and conducting similar businesses, and to the extent
insurance is available on commercially reasonable terms, Holdings will also
insure, and cause each Subsidiary to insure, employers and public and product
liability risks with reputable insurance companies.

SECTION 5.05. Financial Reports and Other Information.Holdings will,
and will cause each Subsidiary to, maintain a standard system of accounting
substantially in accordance with GAAP and will furnish to the Lenders and their
respective duly authorized representatives such information respecting the
business and financial condition of Holdings and the Subsidiaries as they may
reasonably request; and without any request will furnish to the Administrative
Agent, which will make available by means of electronic posting to each Lender:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) within 100 days after the end of each fiscal year of Holdings,
its audited consolidated balance sheet and related statements of
operations, stockholders equity and cash flows as of the end of and for
such year, setting forth in each case in comparative form the figures for
the previous fiscal year, all reported on by Ernst & Young LLP or other
independent public accountants of recognized national standing (without a
going concern or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect
that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of
the Holdings and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied;         
|
| | (b) within 60 days after the end of each of the first three fiscal
quarters of each fiscal year of Holdings, its consolidated balance sheet
and related statements of operations, stockholders equity and cash flows
as of the end of and for such fiscal quarter and the then elapsed portion
of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of
the balance sheet, as of the end of) the previous fiscal year, all
certified by one of its Financial Officers as presenting fairly in all
material respects the financial condition and results of operations of
Holdings and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes;
|
| | (c) concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of Holdings
(i) certifying as to whether a Default has occurred since the date of the
most recent certificate delivered under this paragraph and, if a Default
has occurred, specifying the details thereof and any action taken or
proposed to be taken with respect                                                                                                                                                                                                                                                                                                                                                                                                                                                      





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56



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | thereto, (ii) setting forth reasonably
detailed calculations demonstrating compliance with Sections 6.09 and
6.10 and setting forth in reasonable detailed computations of the ratio
of Consolidated Total Debt to Consolidated EBITDA, the ratio of
Consolidated Free Cash Flow to Consolidated Interest Expense and
Consolidated Net Tangible Assets and (iii) stating whether any change in
GAAP or in the application thereof has occurred since the date of the
audited financial statements referred to in Section 3.04 and, if any such
change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate;                                                                                                                                                                                                                                                                                                                                                         
|
| | (d) as soon as practicable and in any event within 100 days after the end
of the fiscal year of Holdings, (i) the consolidating balance sheet of
the other subsidiaries and (ii) the related consolidating statements of
income and retained earnings and cash flows of the other subsidiaries,
in each case for such fiscal year setting forth, in comparative form, the
corresponding amounts as of the end of and for the previous year, in each
case substantially similar to the form of note 16 of Holdings Report on
Form 10-K for the fiscal year ended December 31, 2000, together with a
certificate of a Financial Officer of Holdings to the effect that such
financial statements present fairly in all material respects the
financial condition and results of operations of Holdings and its
consolidated Subsidiaries on a consolidating basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes;                               
|
| | (e) as soon as practicable and in any event within 60 days after the end
of the of each of the first three fiscal quarters of each fiscal year of
Holdings, (i) the consolidating balance sheet of theother subsidiaries
and (ii) the related consolidating statements of income and retained
earnings and cash flows of the other subsidiaries for such fiscal
quarter in each case substantially in the form of Note 7 of Holdings
Report on Form 10-Q for the fiscal quarter ended June 30, 2001 and
setting forth, in comparative form, the corresponding amounts as of the
end of and for the previous year, together with a certificate of a
Financial Officer of Holdings to the effect that such financial
statements present fairly in all material respects the financial
condition and results of operations of Holdings and its consolidated
Subsidiaries on a consolidating basis in
accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes;
|
| | (f) promptly after the same become publicly available, copies of all
periodic and other reports (including all reports on Form 10-K, Form 10-Q
and Form 8-K), proxy statements and other materials filed by Holdings or
any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by
Holdings to its shareholders generally, as the case may be;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (g) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of
Holdings or any Subsidiary, or compliance with the terms of this
Agreement, as the Administrative Agent, any Issuing Bank or any Lender
acting through the Administrative Agent may reasonably request;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (h) prompt written notice (including a description in reasonable detail)
of (i) the occurrence of any Default; (ii) the filing or commencement of
any action, suit or proceeding by or before any arbitrator or
Governmental Authority against Holdings, any Subsidiary or any Affiliate
thereof that could reasonably be expected to result in a Material Adverse
Effect; (iii) the occurrence of any prohibited transaction (as defined
in ERISA) that would reasonably be expected to result in a Material
Adverse Effect and (iv) any other development that results in, or would
reasonably be expected to result in, a Material Adverse Effect. Each
notice delivered under                                                                                                                                                                                                                                                                                                                                         





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57



| |                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | this paragraph shall be accompanied by a statement
of a Financial Officer or other executive officer of Holdings setting
forth a summary in reasonable detail of the event or development
requiring such notice and any action taken or proposed to be taken with
respect thereto; and
|
| | (i) within five Business Days after Holdings or the Company has knowledge
thereof, notice of any change to any Index Rating by S&P or Moodys.                                                                                                                                        

Each of the financial statements furnished to the Lenders pursuant to
subsections (a) and (b) of this Section 5.05 shall be accompanied by a
compliance certificate in substantially the form of Exhibit E signed by a
Financial Officer of Holdings. Each such financial statement shall also be
accompanied by a certificate signed by a Financial Officer of Holdings setting
forth any changes in the Subsidiaries constituting Material Subsidiaries that
shall have occurred since the date of the most recent certificate delivered
under this paragraph and confirming compliance with Section 5.09.

SECTION 5.06. Books and Records; Inspection Rights.Holdings will, and
will cause each of its Subsidiaries to, permit any representatives designated
by the Administrative Agent or any Lender, upon reasonable prior notice, to
visit and inspect its properties, to examine and make extracts from its books
and records, and to discuss its affairs, finances and condition with its
officers and independent accountants, all on reasonable terms and conditions
and during normal business hours.

SECTION 5.07. Compliance with Laws.Holdings will, and will cause each
of its Subsidiaries to, comply with all laws, rules, regulations and orders of
each Governmental Authority applicable to it or its property, including all
Environmental Laws, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

SECTION 5.08. Guarantee Requirement.Holdings will, and will cause each
Material Subsidiary (in the case of a newly-designated Material Subsidiary, as
promptly as reasonably practicable following its designation as a Material
Subsidiary) to, execute any and all further documents, agreements and
instruments, and take all further actions, that may be required in order to
cause the Guarantee Requirement to be satisfied at all times.

SECTION 5.09. Material Subsidiaries.Holdings will from time to time,
by one or more written notices delivered to the Administrative Agent, designate
as Material Subsidiaries all such Subsidiaries as shall be required in order
that the Material Subsidiaries shall at all times include (a) each Subsidiary
that, together with its subsidiaries, shall have accounted for more than 5% of
Consolidated EBITDA for the period of four fiscal quarters most recently ended,
and (b) each other Subsidiary other than Subsidiaries that, together with their
own subsidiaries, account for not more than 15% of Consolidated EBITDA for the
period of four fiscal quarters most recently ended. For purposes of making the
determinations required by this Section, cash flows of Non-US Subsidiaries
shall be converted into US Dollars at the rates used in preparing the
consolidated balance sheets of Holdings included in the applicable financial
statements referred to in Section 3.04 or delivered pursuant to Section 5.05.
Notwithstanding the foregoing, Holdings shall have no obligation to review the
status of its subsidiaries as Material or non-Material Subsidiaries other than
in connection with the preparation of the certificates referred to in the last
sentence of Section 5.05, and shall have no obligation to designate any
Subsidiary as a Material Subsidiary other than at the time any such certificate
is delivered unless, following the completion of any acquisition or corporate
restructuring involving such Subsidiary, the chief financial officer of
Holdings shall have actual knowledge that such Subsidiary is required to be
designated as a Material Subsidiary.





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58

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full,
and all Letters of Credit have been canceled or have expired and all amounts
drawn thereunder have been reimbursed in full, each of Holdings, the Company
and ASII, and each Borrowing Subsidiary covenants and agrees with the Lenders
(but, in the case of each Borrowing Subsidiary, only as to such Borrowing
Subsidiary and its own subsidiaries), that none of Holdings or any Subsidiary
will:

SECTION 6.01. Priority Indebtedness.Incur any Priority Indebtedness
unless, immediately after such Incurrence, the aggregate amount of all Priority
Indebtedness of Holdings and the Subsidiaries shall not exceed the greater of
US$250,000,000 and 10% of Consolidated Net Tangible Assets as of the end of the
most recent fiscal quarter for which financial statements have been delivered
pursuant to Section 5.05(a) or (b) (or, prior to the delivery of any such
financial statements, as of June 30, 2001); providedthat Holdings and the
Subsidiaries may in any event Incur Priority Indebtedness consisting of
extensions, renewals and replacements of Priority Indebtedness incurred in
compliance with this Section 6.01 so long as such extension, renewal or
replacement Indebtedness shall not be guaranteed by any guarantors or, unless
otherwise permitted by Section 6.02, secured by any assets that did not
guarantee or secure, as applicable, the Indebtedness so extended, renewed or
replaced.

SECTION 6.02. Liens.Directly or indirectly create, incur, assume or
permit to exist any Lien securing Indebtedness for money borrowed upon or with
respect to any of its property or assets, whether now owned or hereafter
acquired except:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Permitted Encumbrances;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (b) Liens created under this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (c) Liens existing on the date hereof and set forth on Schedule 6.02 and
any replacements thereof; providedthat (i) no such Lien shall apply to
any other property or assets of Holdings or any Subsidiary other than
improvements and accessions to the subject assets and proceeds thereof
and (ii) no such Lien shall secure obligations other than those which it
secured on the date hereof and permitted extensions, renewals and
replacements thereof;                                                                                                                                
|
| | (d) Liens on assets existing at the time such assets are acquired by
Holdings or a Subsidiary and any replacements thereof; providedthat (i)
no such Lien is created in contemplation of or in connection with such
acquisition, (ii) no such Lien shall apply to any other property or
assets of Holdings or any Subsidiary other than improvements and
accessions to the subject assets and proceeds thereof and (iii) no such
Lien shall secure obligations other than those which it secures on the
date of such acquisition and permitted extensions, renewals and
replacements thereof;
|
| | (e) Liens on assets of any Person at the time such Person becomes a
Subsidiary; and any replacements thereof; providedthat (i) no such Lien
is created in contemplation of or in connection with such Person becoming
a Subsidiary, (ii) no such Lien shall apply to any other property or
assets of Holdings or any Subsidiary other than improvements and
accessions to the subject assets and proceeds thereof and (iii) no such
Lien shall secure obligations other than those which it                                                                                                  





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59



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | secures on the
date such Person becomes a Subsidiary and permitted extensions, renewals
and replacements thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (f) Liens securing Indebtedness incurred to finance the purchase, of
property, plant or equipment acquired after the date hereof to the extent
such Liens attach only to such property, plant or equipment and
improvements and accretions thereto and are created at the time of or
within 180 days after the acquisition of such property, plant, equipment,
improvements or accretions, as the case may be, and any replacements
thereof; providedthat no such Lien shall apply to any other property or
assets of Holdings or any Subsidiary other than improvements and
accessions to the subject property or assets and proceeds thereof;                                                                                                                        
|
| | (g) customary Liens arising from or created in connection with the
issuance of trade letters of credit for the account of the Company or any
Subsidiary supporting obligations not constituting Indebtedness; provided
that such Liens encumber only the raw materials, inventory, machinery or
equipment in connection with the purchase of which such letters of credit
are issued;                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (h) Liens on assets associated with sales offices purchased from third
parties by Holdings or the Subsidiaries and securing Indebtedness of
Holdings or the Subsidiaries issued as consideration for such purchases;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (i) Liens on cash deposits subject to Cash Pooling Arrangements and
securing liabilities of Non-US Subsidiaries participating therein and
permitted by clause (h) of Section 6.04;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (j) Liens on assets of Subsidiaries securing obligations owed to Holdings
or one or more other Subsidiaries (other than Liens existing or deemed to
exist in connection with Securitization Transactions); providedthat (i)
no such Lien shall be created in favor of any person other than Holdings
or a Subsidiary and (ii) any such obligations owed by Designated
Subsidiaries to Subsidiaries that are not a Designated Subsidiaries, and
the Liens securing such obligations, shall, to the extent the aggregate
outstanding amount of such obligations is greater than US$250,000,000, be
subordinated in any bankruptcy, insolvency or similar proceeding
affecting such Designated Subsidiary to the claims of the Lenders against
such Designated Subsidiary;
|
| | (k) to the extent such transactions are not structured as true sales of
accounts receivable, Liens existing or deemed to exist in connection with
(i) the Unified Receivables Program (including any replacement or
successor programs to the extent they involve only the sale of accounts
receivable of the US Plumbing and/or the Unitary Product Group business
segments referred to in Holdings
Annual Report on Form 10-K for the fiscal year ended December 31, 2000),
and (ii) other Securitization Transactions in an aggregate amount not
greater at any time than US$250,000,000;                                                                                                                                                                          
|
| | (l) to the extent such transactions are not structured as true sales of
accounts receivable, Liens existing or deemed to exist in connection with
Securitization Transactions (other than the Unified Receivables Program
and any permitted replacement or successor programs referred to in clause
(k) above) in an aggregate amount greater than $250,000,000; provided,
that at the time of any such creation or deemed creation of a Lien, the
Commitments shall be reduced pursuant to Section 2.09(b), and any
outstanding Loans shall be prepaid pursuant to Section 2.11(a), in an
amount equal to such excess;                                                                                                                                                
|
| | (m) Liens securing judgments entered against Holdings or the Subsidiaries
so long as such judgments have not resulted in Events of Default under
Section 7.01(i);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      





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60



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (n) Liens (other that (i) Liens securing Indebtedness, (ii) Liens
created or deemed to exist in connection with Securitization Transactions
and (iii) Liens securing or deemed to exist in connection with Priority
Indebtedness) securing obligations in an aggregate amount not to exceed
US$25,000,000 at any time outstanding;                                                                                                                                                                                                
|
| | (o) at any time when Section 6.01 shall be in effect, Liens securing or
deemed to exist in connection with Priority Indebtedness (including
Priority Indebtedness consisting of extensions, renewals and replacements
of Priority Indebtedness) Incurred without violation of Section 6.01; and                                                                                                                                                                                                                                   
|
| | (p) at any time when Section 6.01 shall not be in effect, Liens securing
or deemed to exist in connection with Indebtedness in an aggregate
principal amount that, taken together with the aggregate Attributable
Debt in respect of Sale-Leaseback Transactions permitted under Section
6.03(e), does not exceed the greater of US$250,000,000 and 10% of
Consolidated Net Tangible Assets as of the end of the most recent fiscal
quarter for which financial statements have been delivered pursuant to
Section 5.04(a) or (b).

SECTION 6.03. Sale-Leaseback Transactions.Enter into any
Sale-Leaseback Transaction except:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Sale-Leaseback Transactions existing on the date hereof and set forth
on Schedule 6.03 and any replacements and refinancings thereof; provided
that such replacements and refinancings shall not apply to any other
property or assets of Holdings or any Subsidiary;                                                                                                                                                                                                                                                                                                             
|
| | (b) any Sale-Leaseback Transaction entered into within 180 days after the
acquisition or construction of the subject property to finance the
acquisition thereof and any replacements and refinancings thereof;
providedthat such replacements and refinancings shall not apply to any
other property or assets of Holdings or any Subsidiary;                                                                                                                                                                                                                                        
|
| | (c) any Sale-Leaseback Transaction involving no party other than Holdings
or any Subsidiary so long as (i) no lien shall be created in favor of any
person other than Holdings or a Subsidiary on the rights of the lessor
under any such arrangement and (ii) if the lessee in any such transaction
is a Designated Subsidiary and the lessor is a Subsidiary that is not a
Designated Subsidiary, the obligations owed to the lessor shall be
subordinated in any bankruptcy, insolvency or similar proceeding
affecting the lessee to the claims of the Lenders against the lessee;
|
| | (d) at any time when Section 6.01 shall be in effect, other
Sale-Leaseback Transactions to the extent the Attributable Debt related
thereto constitutes Priority Indebtedness Incurred without violation of
Section 6.01; and                                                                                                                                                                                                                                                                                                                                                         
|
| | (e) at any time when Section 6.01 shall not be in effect, other
Sale-Leaseback Transactions to the extent the Attributable Debt related
thereto, taken together with the aggregate principal amount of
the indebtedness secured by Liens permitted under Section 6.02(p), does
not exceed the greater of US$250,000,000 and 10% of Consolidated Net
Tangible Assets as of the end of the most recent fiscal quarter for which
financial statements have been delivered pursuant to Section 5.04(a) or
(b).                                                                            

SECTION 6.04. Subsidiary Indebtedness.Permit any Subsidiary (other than
the Company, ASII or any other Material Subsidiary that shall be a party to the
Subsidiary Guarantee





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61

Agreement and a Guarantor of all the Obligations) to Incur
any Indebtedness or to issue any preferred stock or other preferred equity
securities except:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (b) Indebtedness existing on the date hereof and set forth on Schedule
6.04 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof or result
in an earlier maturity date or decreased weighted average life thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (c) Indebtedness, preferred stock or preferred equity securities of
Subsidiaries existing at the time they become Subsidiaries and not
incurred in contemplation of their becoming Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (d) Indebtedness (or preferred stock or preferred equity securities)
representing the purchase price, or incurred to finance the purchase, of
property, plant or equipment acquired after the date hereof or secured by
a Lien on any such property, plant or equipment prior to the acquisition
thereof to the extent such Lien attaches only to such property, plant or
equipment and improvements and accretions thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (e) Indebtedness owed to Holdings or one or more other Subsidiaries (or
preferred stock or preferred equity securities; providedthat such
preferred stock or preferred equity securities are owned by Holdings or
one or more Subsidiaries); providedthat (i) no Lien on any such
Indebtedness (or preferred stock or preferred equity securities) shall be
created in favor of any person other than Holdings or a Subsidiary and
(ii) any such Indebtedness owed by Designated Subsidiaries to any
Subsidiaries that are not Designated Subsidiaries shall, to the extent
greater than US$25,000,000 in the aggregate for all such Indebtedness
referred to in this clause (ii), be subordinated in any bankruptcy,
insolvency or similar proceeding affecting such Designated Subsidiary to
the claims of the Lenders against such Designated Subsidiary;
|
| | (f) Indebtedness deemed to exist as a result of Securitization
Transactions permitted under clauses (k) and (l) of Section 6.02;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (g) Indebtedness in connection with overdrafts, in the ordinary course of
business, under Cash Pooling Arrangements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (h) Indebtedness, preferred stock or other preferred equity securities of
any Non-US Subsidiary, including any extensions, renewals and
replacements of any such Indebtedness that do not result in an earlier
maturity date or decreased weighted average life thereof, in an aggregate
amount not to exceed $250,000,000 at any time outstanding; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (i) other Indebtedness constituting Priority Indebtedness Incurred
without violation of Section 6.01.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

SECTION 6.05. Fundamental Changes.(a) In the case of Holdings or any
Material Subsidiary, merge with or into or consolidate with any other Person,
or liquidate or dissolve, or sell, transfer, lease or otherwise dispose of (in
one transaction or in a series of related transactions) all or substantially
all of the consolidated assets of Holdings and the Subsidiaries (whether now
owned or hereafter acquired and whether directly or through
any merger or consolidation of, or any issuance, sale, transfer, lease or other
disposition of equity interests in, any Subsidiary) except that if at the time
thereof





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62

and immediately after giving effect thereto no Default shall have
occurred and be continuing, (i) any Person may merge into Holdings in a
transaction in which Holdings is the surviving corporation, (ii) any Person may
merge into any Subsidiary in a transaction in which the surviving entity is a
Subsidiary, (iii) any Subsidiary may liquidate or dissolve if Holdings
determines in good faith that such liquidation or dissolution is in the best
interests of Holdings and the Subsidiaries and is not materially
disadvantageous to the Lenders and (iv) any sale of assets (or stock of a
Subsidiary) permitted under paragraph (b) below may be effected through the
merger or consolidation of one or more Material Subsidiaries (other than the
Company, ASII or any Borrowing Subsidiary) in a transaction in which the
surviving person is not a Subsidiary.

(b) Sell, transfer, lease or otherwise dispose of (in one transaction or
in a series of related transactions) to any Person that is not a Guarantor of
all the Obligations, assets with an aggregate fair market value during any
fiscal year greater than 25% of the Consolidated Total Assets of Holdings at
the end of the immediately preceding fiscal year, providedthat with respect to
any such transactions (or series of related transactions) in excess of 10% and
less than or equal to 25% of the Consolidated Total Assets of Holdings at the
end of the immediately preceding fiscal year, the Commitments shall be reduced
pursuant to Section 2.09(b), and any outstanding Loans shall be prepaid
pursuant to Section 2.11(a), in an amount equal to such excess upon the closing
of such transactions; provided further, however, that in no event shall all or
substantially all of (i) the Trane Business or (ii) the Trane Trademarks or
Trane Trademark Licenses be sold, transferred, leased or otherwise disposed of
(in one transaction or in a series of related transactions) to any Person that
is not a Guarantor of all the Obligations.

(c) Alter in a fundamental manner the character of the business of
Holdings and its Subsidiaries taken as a whole from that conducted immediately
prior to the date hereof (it being understood that the entry into other
industrial businesses or businesses reasonably related, similar or ancillary to
any of the businesses conducted by Holdings or its Subsidiaries as of the date
hereof shall not be considered a fundamental alteration).

SECTION 6.06. Investments, Loans and Advances.(a) Directly or
indirectly make or own any Investment in any Person or enter into any Joint
Venture, except for:



| |                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Investments existing on the date hereof and restructurings thereof
that do not increase the aggregate amount of such Investments;                                                                                                                     
|
| | (ii) Investments in Holdings;                                                                                                                                                                                                                             
|
| | (iii) Investments in Joint Ventures and Subsidiaries and in persons that
at the time of such Investments become Joint Ventures or Subsidiaries;                                                                                                           
|
| | (iv) Investments received as consideration in connection with or arising
by virtue of any merger, consolidation, sale or other transfer of assets
permitted under Section 6.05;                                                                           
|
| | (v) Investments received in connection with the bankruptcy or
reorganization of suppliers and customers or in settlement of delinquent
obligations of, and other disputes with, suppliers, customers or others
arising in the ordinary course of business;
|
| | (vi) Investments in Cash Equivalents or Foreign Cash Equivalents; and                                                                                                                                                                                     
|
| | (vii) other Investments in Persons that are neither Subsidiaries nor
Joint Ventures in an aggregate amount during any fiscal year not greater
than US$50,000,000.                                                                                         





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63

(b) Make any Investment in equity interests in another Person, or acquire
all or substantially all the assets of any other Person (or assets that are
substantial in relation to Holdings and the Subsidiaries taken as a whole), for
consideration with a value greater than US$250,000,000 unless
Holdings shall first have delivered to the Administrative Agent computations
and other information demonstrating compliance on a pro forma basis with the
covenants set forth in Sections 6.09 and 6.10, giving effect to such Investment
or acquisition as if it had occurred at the beginning of the most recent period
of four fiscal quarters for which financial statements shall have been
delivered under Section 5.01(a) or (b).

SECTION 6.07. Junior Payments.Make any Junior Payment if, (a) at the
time thereof or after giving effect thereto a Default shall have occurred and
be continuing or (b) giving pro forma effect thereto as if it had occurred on
the last day of the most recent fiscal quarter for which financial statements
shall have been delivered pursuant to Section 5.01(a) or (b), Holdings would
not have been in compliance with the covenant set forth in Section 6.09 as of
the end of such fiscal quarter if the Leverage Ratio required under such
Section had been that required to be maintained as of the fiscal quarter end
next succeeding the date of such Junior Payment.

SECTION 6.08. Use of Proceeds.Use the proceeds of the Loans or the
Letters of Credit for any purpose other than the purposes set forth in the
preamble to this Agreement, or use any part of the proceeds of any Loan,
whether directly or indirectly, for any purpose that entails a violation of any
of the Regulations of the Board, including Regulations U and X. Permit more
than 25% of the value of the assets of Holdings and the Subsidiaries which are
subject to any arrangement hereunder restricting the ability of Holdings or
such Subsidiary to sell, pledge or otherwise dispose of assets to consist of
Margin Stock.

SECTION 6.09. Ratio of Consolidated Total Debt to Consolidated EBITDA.
Permit the ratio of (i) Consolidated Total Debt of Holdings on the last day of
any fiscal quarter ending during any period set forth below to (ii)
Consolidated EBITDA of Holdings as of the end of and for any period of four
consecutive fiscal quarters ending during any period set forth below to exceed
the ratio indicated below with respect to such period.

|                              |  |       |          | 
|----------------------------- |  | ----- | -------- | 
|Period                        |  | Ratio
|                              |  |      
|Closing Date through 12/31/02 |  |       | 3.0:1.0  | 
|                             
|                             
|                             
|                             
|1/1/03 through Maturity Date  |  |       | 2.75:1.0 | 

SECTION 6.10. Ratio of Consolidated Free Cash Flow to Consolidated
Interest Expense.Permit the ratio of (i) Consolidated Free Cash Flow of
Holdings to (ii) Consolidated Interest Expense of Holdings, in each case for
any period of four consecutive fiscal quarters ending during any period set
forth below to be less than the ratio indicated below with respect to such
period:

|                              |  |       |          | 
|----------------------------- |  | ----- | -------- | 
|Period                        |  | Ratio
|                              |  |      
|Closing Date through 12/31/02 |  |       | 2.75:1.0 | 
|                             
|                             
|                             
|                             
|1/1/03 through Maturity Date  |  |       | 3.25:1.0 | 





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64

ARTICLE VII

Events of Default and CAM

SECTION 7.01. Events of Default.If any of the following events
(Events of Default) shall occur:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) (i) any Borrower shall default in the payment when due of any
principal on any Loan or any reimbursement obligation in respect of any
LC Disbursement, whether at the stated maturity thereof or at any other
time provided in this Agreement, or (ii) any Borrower shall default for a
period of three days in the payment when due of interest on any Loan or
LC Disbursement or of any other sum required to be paid pursuant to this
Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (b) Holdings or any Borrower shall default in the observance or
performance of any of the covenants set forth in Section 5.01 (with
respect to Holdings, the Companys or ASIIs existence) or 5.05(i) or in
Article VI;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (c) (i) Holdings shall default in the observance or performance of any of
the covenants set forth in Section 5.09 for a period of three Business
Days or (ii) any Borrower shall default in the observance or performance
of any other provision hereof or of any other Credit Document not
mentioned in (a), (b) or (c)(i) above, which default is not remedied
within 30 days (or 60 days if (x) such default is capable of being cured,
(y) a cure of such default will require more than 30 days and (z) the
applicable Borrower is proceeding to effect a cure of such default) after
notice thereof to the Company by the Administrative Agent or any Lender;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (d) any representation or warranty made (or deemed made) herein or in any
other Credit Document by any Credit Party, or in any statement or
certificate furnished by any Credit Party pursuant hereto or in
connection with any Credit Event, proves untrue in any material respect
as of the date of the making (or deemed making) thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (e) Holdings or any Subsidiary shall default in the payment when due,
after any applicable grace period, of any Material Indebtedness (other
than Material Indebtedness owed to Holdings or a Subsidiary); or there
shall occur any default or other event under any indenture, agreement or
other instrument under which any Material Indebtedness is outstanding and
such default or event shall result in the acceleration of the maturity or
the required redemption or repurchase of such Material Indebtedness (or,
in the case of any such Material Indebtedness under any Hedging
Agreement, the early termination of or any required payment under such
Hedging Agreement);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (f) any reportable event (as defined in ERISA) that constitutes grounds
for the termination of any Plan by the PBGC, or for the appointment by an
appropriate court of a trustee to administer or liquidate any Plan, or
that could reasonably be expected to result in a Material Adverse Effect,
shall have occurred and shall be continuing 30 days after written notice
to such effect shall have been given to the Company by the Administrative
Agent; or any Plan shall be terminated by the PBGC; or a trustee shall be
appointed to administer any Plan; or the PBGC shall institute proceedings
to administer or terminate any Plan; and in the case of any such event
the aggregate amount of unfunded liabilities under any affected Plan
shall exceed (either singly or in the aggregate in the case of any such
liability arising under more than one Plan) US$20,000,000; or Holdings or
any of its Subsidiaries or any member of the Controlled Group of any of
them shall withdraw (completely or partially) from any multiemployer
plan (as defined in Section 4001(a)(3) of ERISA) and the aggregate
amount of the liability of Holdings and its Subsidiaries to such plan
under Title IV of ERISA shall exceed (either singly or in the aggregate
in the case of any such liability arising under more than one such plan)
US$20,000,000;





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65



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of Holdings or any Material Subsidiary or its debts, or
of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for
Holdings or any Material Subsidiary or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any
of the foregoing shall be entered;                                                                                          
|
| | (h) Holdings or any Material Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a
timely and appropriate manner, any proceeding or petition described in
clause (g) of this Article, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar
official for Holdings or any Material Subsidiary or for a substantial
part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, or (v)
make a general assignment for the benefit of creditors;
|
| | (i) one or more judgments for the payment of money in an aggregate amount
in excess of US$20,000,000 (except to the extent covered by insurance as
to which the insurer has acknowledged such coverage in writing) shall be
rendered against Holdings, any Subsidiary or any combination thereof and
the same shall remain undischarged for a period of 60 consecutive days
during which execution shall not be effectively stayed, or any action
shall be legally taken by a judgment creditor to attach or levy upon any
assets of Holdings or any Subsidiary to enforce any such judgment;                                                                                                                                                                                                                                                 
|
| | (j) an Event of Default shall have occurred and be continuing under and
as defined in the 364-Day Credit Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (k) Holdings, the Company, ASII or any Subsidiary Guarantor shall fail
to observe or perform any covenant, condition or agreement contained in
Article IX or in the Subsidiary Guarantee Agreement, as the case may be,
or the guarantee of Holdings, the Company or ASII hereunder or of any
Subsidiary Guarantor under the Subsidiary Guarantee Agreement shall not
be (or shall be claimed by Holdings, the Company, ASII or any Subsidiary
Guarantor not to be) valid or in full force and effect; or                                                                                                                                                                                                                                                                                                                                     
|
| | (l) a Change in Control shall occur;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

then, and in every such event (other than an event with respect to Holdings,
the Company or ASII described in clause (g) or (h) of this Section), and at any
time thereafter during the continuance of such event, the Administrative Agent
may, and at the request of the Required Lenders shall, by notice to Borrower
Agent, take either or both of the following actions, at the same or different
times: (i) terminate the Commitments, and thereupon the Commitments shall
terminate immediately, and (ii) declare the Loans then outstanding to be due
and payable in whole (or in part, in which case any principal not so declared
to be due and payable may thereafter be declared to be due and payable), and
thereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other obligations of
the Company accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by Holdings and the Borrowers; and in case of any event with
respect to Holdings, the Company or ASII described in clause (g) or (h) of this





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66

Section, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrowers accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by Holdings and each Borrower.

SECTION 7.02 CAM Exchange.On the CAM Exchange Date, (i) the
Commitments shall automatically and without further act be terminated as
provided in Section 7.01 and (ii) the Lenders shall automatically and without
further act be deemed to have exchanged interests in the Designated Obligations
under the Tranches such that, in lieu of the interests of each Lender in the
Designated Obligations under each Tranche in which it shall participate
as of such date (including the principal, reimbursement, interest and fee
obligations of each Borrower in respect of each such Tranche), such Lender
shall own an interest equal to such Lenders CAM Percentage in the Designated
Obligations under each of the Tranches (including the principal, reimbursement,
interest and fee obligations of each Borrower in respect of each such Tranche
and each LC Reserve Account established pursuant to Section 7.03). Each
Lender, each person acquiring a participation from any Lender as contemplated
by Section 10.04, Holdings, the Company, ASII and each other Borrower hereby
consents and agrees to the CAM Exchange. Holdings, the Company, ASII, each
other Borrower and each Lender agrees from time to time to execute and deliver
to the Agents all such promissory notes and other instruments and documents as
the Agents shall reasonably request to evidence and confirm the respective
interests and obligations of the Lenders after giving effect to the CAM
Exchange, and each Lender agrees to surrender any promissory notes originally
received by it in connection with its Loans hereunder to the Administrative
Agent against delivery of any promissory notes so executed and delivered;
providedthat the failure of the Company, ASII or any other Borrower to execute
or deliver or of any Lender to accept any such promissory note, instrument or
document shall not affect the validity or effectiveness of the CAM Exchange.
In the event that on the CAM Exchange Date any Swingline Loan shall be
outstanding (other than any Swingline Loan in respect of which Lenders have
funded their purchase of participations pursuant to Section 2.06(c)), then each
US Tranche Lender (determined immediately prior to the CAM Exchange) shall, in
accordance with the provisions of Section 2.06(c), promptly purchase from the
Swingline Lender a participation in such Swingline Loan in the amount of such
Lenders Applicable Percentage of such Swingline Loan (determined immediately
prior to the CAM Exchange).

SECTION 7.03. Letters of Credit.(a) In the event that on the CAM
Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or
in part, or any amount drawn under a Letter of Credit shall not have been
reimbursed either by the Borrowers or with the proceeds of a Revolving
Borrowing, each Lender which shall, on such date and before giving effect to
the CAM Exchange, have held a participation in such Letter of Credit pursuant
to Section 2.05(d) of this Agreement shall promptly pay over to the
Administrative Agent, in immediately available funds, an amount equal to such
Lenders Applicable Percentage of such undrawn face amount or such unreimbursed
drawing, as the case may be, together with interest thereon from the CAM
Exchange Date to the date on which such amount shall be paid to the
Administrative Agent at the rate that would be applicable at the time to a
Swingline Loan in a principal amount equal to such amount. The Administrative
Agent shall establish a separate account (each, an LC Reserve Account) or
accounts for each Lender for the amounts received with respect to each such
Letter of Credit from each Lender paying such amounts pursuant to the preceding
sentence. Each Lenders LC Reserve Account or Accounts, collectively, shall
initially include cash in an amount equal to the product of (x) such Lenders
CAM Exchange Percentage and (y) the total amount received from the Lenders
pursuant to the second preceding sentence. The Administrative Agent shall have
sole dominion and control over each such account, and the amounts deposited in
each LC Reserve Account shall be held in such LC Reserve Account until
withdrawn as provided in paragraph (b), (c), (d) or (e) below. The
Administrative Agent shall maintain records enabling it to determine the
amounts paid over to it and deposited in the LC Reserve Accounts in respect to
each Letter of Credit and the amounts on deposit in respect of each Letter of





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67

Credit attributable to each Lenders CAM Exchange Percentage. The amounts paid
by a Lender to the Administrative Agent pursuant to this paragraph shall be
held as a reserve against the LC Exposures, shall be the property of such
Lender, shall not constitute Loans to any Borrower and shall not give rise to
any obligation on the part of any Borrower to pay interest to such Lender, it
being agreed that the Borrowers reimbursement obligations in respect of
Letters of Credit shall arise only at such times as drawings are made
thereunder, as provided in Section 2.05 of this Agreement.

(b) In the event that after the CAM Exchange Date any drawing shall be
made in respect of a Letter of Credit, the Administrative Agent shall, at the
request of the applicable Issuing Bank, withdraw from the LC Reserve Account of
each of the Lenders (in accordance with each Lenders CAM Exchange Percentage)
any amounts, up to the amount of such drawing, deposited in respect of such
Letter of Credit and remaining on deposit and deliver such amounts to such
Issuing Bank in satisfaction of the reimbursement obligations of the Lenders
under Section 2.05(d) of this Agreement (but not of the Borrowers under Section
2.05 of this Agreement). In the event any Lender shall default on its
obligation to
pay over any amount to the Administrative Agent in respect of any Letter of
Credit as provided in this Section 7.03, the applicable Issuing Bank shall, in
the event of a drawing thereunder, have a claim against such Lender to the same
extent as if such Lender had defaulted on its obligations under Section 2.05(d)
of this Agreement, but shall have no claim against any other Lender,
notwithstanding the exchange of interests in the applicable Borrowers
reimbursement obligations pursuant to Section 7.02. Each other Lender shall
have a claim against such defaulting Lender for any damages sustained by it as
a result of such default, including, in the event such Letter of Credit shall
expire undrawn, its CAM Exchange Percentage of the defaulted amount of such
defaulting Lender.

(c) In the event that after the CAM Exchange Date any Letter of Credit
shall expire undrawn, the Administrative Agent shall withdraw from the LC
Reserve Account of each Lender the amount remaining on deposit therein in
respect of such Letter of Credit and distribute such amount to such Lender.

(d) With the prior written approval of the Administrative Agent and the
applicable Issuing Bank (not to be unreasonably withheld), any Lender may
withdraw the amount held in its LC Reserve Account in respect of the undrawn
amount of any Letter of Credit. Any Lender making such a withdrawal shall be
unconditionally obligated, in the event there shall subsequently be a drawing
under such Letter of Credit, to pay over to the Administrative Agent, for the
account of the applicable Issuing Bank, on demand, its CAM Exchange Percentage
of such drawing.

(e) Pending the withdrawal by any Lender of any amounts from its LC
Reserve Account as contemplated by the above paragraphs, the Administrative
Agent will, at the direction of such Lender and subject to such rules as the
Administrative Agent may prescribe for the avoidance of inconvenience, invest
such amounts in short-term investments selected by the Administrative Agent.
Each Lender that has not withdrawn its CAM Exchange Percentage of amounts in
its LC Reserve Account as provided in paragraph (d) above shall have the right,
at intervals reasonably specified by the Administrative Agent, to withdraw the
earnings on investments so made by the Administrative Agent with amounts in its
LC Reserve Account and to retain such earnings for its own account.





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68

ARTICLE VIII

The Agents

In order to expedite the transactions contemplated by this Agreement,
Chase is hereby appointed to act as Administrative Agent, and CMIL is hereby
appointed to act as London Agent and Italian Agent, on behalf of the Lenders
and, where applicable, the Issuing Banks. Each of the Lenders and each of the
Issuing Banks hereby irrevocably authorizes the Agents to take such actions on
its behalf and to exercise such powers as are delegated to the Agents by the
terms of the Credit Documents, together with such actions and powers as are
reasonably incidental thereto.

Any Lender serving as Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not such Agent, and such Lender and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of
business with any Credit Party or any Affiliate thereof as if it were not such
Agent hereunder.

The Agents shall not have any duties or obligations except those expressly
set forth in the Credit Documents. Without limiting the generality of the
foregoing, (a) no Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) no
Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Credit Documents that such Agent is required to exercise in
writing by the Required Lenders (or such other number or percentage of the
Lenders
as shall be necessary under the circumstances as provided in Section 10.02),
and (c) except as expressly set forth in the Credit Documents, no Agent shall
have any duty to disclose, or be liable for the failure to disclose, any
information relating to Holdings or any Subsidiary that is communicated to or
obtained by the bank serving as Agent or any of its Affiliates in any capacity.
No Agent shall be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.02) or in the absence of its own gross negligence or
wilful misconduct. No Agent shall be deemed to have knowledge of any Default
unless and until written notice thereof is given to such Agent by a Borrower or
a Lender, and no such Agent shall be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Credit Document, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection
herewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Credit Document, (iv)
the validity, enforceability, effectiveness or genuineness of any Credit
Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any
Credit Document, other than to confirm receipt of items expressly required to
be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it in good faith
to be genuine and to have been signed or sent by the proper Person. Each Agent
also may rely upon any statement made to it orally or by telephone and believed
by it in good faith to be made by the proper Person, and shall not incur any
liability for relying thereon. Each Agent may consult with legal counsel (who
may be counsel for any Credit Party), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

Each Agent may perform any and all its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by such Agent. Such
Agent and any such sub-agent may





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69

perform any and all its duties and exercise
its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs and the provisions of
Section 10.03 shall apply to any such sub-agent and to the Related Parties of
the Agents and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Agent.

Subject to the appointment and acceptance of a successor Agent as provided
in this paragraph, any Agent may resign at any time by notifying the Lenders,
the Issuing Banks and the Company. Upon any such resignation, the
Administrative Agent, or, if the Administrative Agent shall have resigned, the
Required Lenders, shall have the right (in consultation with, and with the
consent of (unless an Event of Default has occurred and is continuing pursuant
to clause (g) or (h) of Section 7.01), the Company, which shall not be
unreasonably withheld) to appoint a successor. If no successor shall have been
so appointed and shall have accepted such appointment within 30 days after the
retiring Agent gives notice of its resignation, then the retiring Agent may (in
consultation with, and with the consent of (unless an Event of Default has
occurred and is continuing pursuant to clause (g) or (h) of Section 7.01), the
Company, which shall not unreasonably withhold such consent and which shall, if
the retiring Agent shall so request, designate and approve a successor Agent)
on behalf of the Lenders and the Issuing Banks, appoint a successor Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After an
Agents resignation hereunder, the provisions of this Article and Section 10.03
shall continue in effect for the benefit of such retiring Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while it was acting as Agent.

Each Lender acknowledges that it has, independently and without reliance
upon the Agents or any other Lender and based on such documents and information
as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon
the Agents or any other Lender and based on such documents and information as
it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement, any other
Credit Document, any related agreement or any document furnished hereunder or
thereunder.

None of the institutions named as Syndication Agents or Documentation
Agents in the heading of this Agreement shall, in their capacities as such,
have any duties or responsibilities of any kind under this Agreement.

ARTICLE IX

Guarantee

In order to induce the Lenders to extend credit to the Borrowers
hereunder, each of Holdings, the Company and ASII hereby irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety,
the Obligations. Each of Holdings, the Company and ASII further agrees that
the due and punctual payment of the Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from it, and that it will
remain bound upon its guarantee hereunder notwithstanding any such extension or
renewal of any Obligation.





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70

Each of Holdings, the Company and ASII waives presentment to, demand of
payment from and protest to any Borrower of any of the Obligations, and also
waives notice of acceptance of its obligations and notice of protest for
nonpayment. The obligations of each of Holdings, the Company and ASII
hereunder shall not be affected by (a) the failure of any Lender to assert any
claim or demand or to enforce any right or remedy against any Borrower under
the provisions of this Agreement or any other Credit Document or otherwise; (b)
any extension or renewal of any of the Obligations; (c) any rescission, waiver,
amendment or modification of, or release from, any of the terms or provisions
of this Agreement or any other Credit Document; (d) the failure or delay of any
Lender to exercise any right or remedy against any other guarantor of the
Obligations; (e) the failure of any Lender to assert any claim or demand or to
enforce any remedy under any Credit Document or any other agreement or
instrument; (f) any default, failure or delay, wilful or otherwise, in the
performance of the Obligations; or (g) any other act, omission or delay to do
any other act which may or might in any manner or to any extent vary the risk
of Holdings, the Company or ASII or otherwise operate as a discharge of
Holdings, the Company or ASII as a matter of law or equity or which would
impair or eliminate any right of Holdings, the Company or ASII to subrogation.

Each of Holdings, the Company and ASII further agrees that its guarantee
hereunder constitutes a promise of payment when due (whether or not any
bankruptcy or similar proceeding shall have stayed the accrual or collection of
any of the Obligations or operated as a discharge thereof) and not merely of
collection, and waives any right to require that any resort be had by any
Lender, Agent or Issuing Bank to any balance of any deposit account or credit
on the books of any Lender, Agent or Issuing Bank in favor of Holdings, any
Borrower or Subsidiary or any other Person.

The obligations of Holdings, the Company and ASII hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever, by reason of the invalidity, illegality or
unenforceability of the Obligations, any impossibility in the performance of
the Obligations or otherwise.

Each of Holdings, the Company and ASII further agrees that its obligations
hereunder shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any Obligation is rescinded or
must otherwise be restored by any Lender upon the bankruptcy or reorganization
of Holdings or any Borrower or otherwise.

In furtherance of the foregoing and not in limitation of any other right
which any Lender, Agent or Issuing Bank may have at law or in equity against
Holdings, the Company or ASII by virtue hereof, upon the failure of any
Borrower to pay any Obligation when and as the same shall become due, whether
at maturity, by acceleration, after notice of prepayment or otherwise, each of
Holdings, the Company and ASII hereby promises to and will, upon receipt of
written demand by the Administrative Agent, forthwith pay, or cause to be paid,
to the Administrative Agent, for distribution to the Lenders, Agents or Issuing
Banks, as appropriate, in cash an amount equal the unpaid principal amount of
such Obligation. Each of Holdings, the Company and ASII further agrees that if
payment in respect of any Obligation shall be due in a currency other than US
Dollars and/or at a place of payment other than New York and if, by reason of
any legal prohibition, disruption of currency or foreign exchange markets, war
or civil disturbance or other event, payment of such Obligation in such
currency or at such place of payment shall be impossible or, in the reasonable
judgment of any Lender, Agent or Issuing Bank, not consistent with the
protection of its rights or interests, then, at the election of such Lender,
Agent or Issuing Bank, Holdings, the Company and ASII shall make payment of
such Obligation in US Dollars (based upon the applicable Exchange Rate in
effect on the date of payment) and/or in New York, and shall indemnify such
Lender, Agent or Issuing Bank against any losses or expenses (including losses
or expenses resulting from fluctuations in exchange rates) that it shall
sustain as a result of such alternative payment.





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71

Upon payment in full by Holdings, the Company or ASII of any Obligation of
any Borrower, each Lender shall, in a reasonable manner, assign to Holdings,
the Company or ASII, as applicable, the amount of such Obligation owed to such
Lender and so paid, such assignment to be pro tanto to the extent to which the
Obligation in question was discharged by Holdings, the Company or ASII, as
applicable, or make such disposition thereof as Holdings, the Company or ASII
shall direct (all without recourse to any Lender and without any representation
or warranty by any Lender). Upon payment by Holdings, the Company or ASII of
any sums as provided above, all rights of Holdings, the Company or ASII against
any Borrower arising as a result thereof by way of right of subrogation or
otherwise shall in all respects be subordinated and junior in right of payment
to the prior indefeasible payment in full of all the Obligations owed by such
Borrower to the Lenders (it being understood that, after the discharge of all
the Obligations due and payable from such Borrower, such rights may be
exercised by Holdings, the Company or ASII, as applicable notwithstanding that
such Borrower may remain contingently liable for indemnity or other
Obligations).

ARTICLE X

Miscellaneous

SECTION 10.01. Notices.Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:



| |                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) if to the Borrower Agent, to it at One Centennial Avenue, Piscataway,
NJ, 08855, Attn. R. Scott Massengill, Treasurer, (Telecopy No. (732)
980-6123);                                                                                                                                                                                                       
|
| | (b) if to any Borrower, to it in care of the Borrower Agent as provided
in paragraph (a) above;                                                                                                                                                                                                                                                                 
|
| | (c) if to the Administrative Agent, to The Chase Manhattan Bank,
Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
York, New York 10081, Attention of Maria M. Swales (Telecopy No. (212)
552-5662), with a copy to The Chase Manhattan Bank, 270 Park Avenue, New
York 10017, Attention of Randolph Cates (Telecopy No.(212) 270-1403);
|
| | (d) if to the London Agent, to it at Chase Manhattan International
Limited, Trinity Tower, 9 Thomas More Street, London, England E19YT,
Attention of Loans Agency Division (Telecopy No. 011-44-171-777-2360),
with a copy to the Administrative Agent as provided in paragraph (c)
above;                                                                      
|
| | (e) if to the Italian Agent, to it at Chase Manhattan International
Limited, Trinity Tower, 9 Thomas More Street, London, England E19YT,
Attention of Loans Agency Division (Telecopy No. 011-44-171-777-2360),
with a copy to the Administrative Agent as provided in paragraph (c)
above;                                                                     
|
| | (f) if to any Issuing Bank, to it at the address most recently specified
by it in a notice delivered to the Administrative Agent and the Borrower
Agent;                                                                                                                                                                                                        
|
| | (g) if to the Swingline Lender, (i) in the case of Swingline Loans
denominated in US Dollars, to it at The Chase Manhattan Bank, Attention
of Maria M. Swales (Telecopy No. (212)                                                                                                                                                                               





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72



| |                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 552-5662) and (ii) in the case of
Swingline Loans denominated in Sterling or Euro, to it at Chase Manhattan
International Limited, Trinity Tower, 9 Thomas Moore Street, London,
England E19YT, Attention of Loans Agency Division (Telecopy No.
011-44-171-777-2360), in each case with a copy to the Administrative
Agent as provided in paragraph (c) above; and
|
| | (h) if to any other Lender, to it at its address (or telecopy number) set
forth in its Administrative Questionnaire.                                                                                                                                                                                                                                               

Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

SECTION 10.02. Waivers; Amendments.(a) No failure or delay by any
Agent, any Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Credit Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Agents, the Issuing Banks and
the Lenders hereunder and under any other Credit Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of any Credit Document or consent to any departure by
any Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan
or the issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether any Agent, any Issuing Bank or any Lender may
have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Credit Document nor any
provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by Holdings, the Company,
ASII and the Required Lenders or by Holdings, the Company, ASII and the
Administrative Agent with the consent of the Required Lenders and, in the case
of any other Credit Document, each applicable Borrower (or the Borrower Agent
on behalf of such Borrower); providedthat no such agreement shall (i) increase
the Commitment of any Lender without the written consent of such Lender, (ii)
reduce the principal amount of any Loan or LC Disbursement or reduce the rate
of interest thereon, or reduce any fees payable to any Lender hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone the scheduled date
of expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender affected thereby, (v) change Section 2.09(c) or (d)(iii)
in a manner that would alter the pro rata reduction of the Commitments required
thereby, without the written consent of each Lender affected thereby, (vi)
change any of the provisions of this Section or the definition of Required
Lenders or any other provision of any Credit Document specifying the number or
percentage of Lenders (or Lenders of any Tranche) required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender, (vii) change in any
material respect any provision of Section 7.02 without the written consent of
each Lender affected thereby, (viii) change any provision of any Credit
Document in a manner that by its terms adversely affects the rights in respect
of payments due to Lenders under any Tranche differently from those of Lenders
under any other Tranche without the written consent of Lenders holding a
majority in interest of the outstanding Loans and unused Commitments of each
adversely





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73

affected Tranche (treating Competitive Loans in the same way as in
determining the Required Lenders for purposes of determining any majority),, or
(ix) release Holdings, the Company or ASII from their respective obligations
under Article IX, in each case without the written consent of each Lender; or
release all or substantially all of the Subsidiary Guarantors from their
obligations under the Subsidiary Guarantee Agreement without the written
consent of Lenders representing more than 75% of the sum of the total Revolving
Credit Exposures and unused Commitments at such time; provided furtherthat (A)
no such agreement shall amend, modify or otherwise affect the rights or duties
of any Agent, any Issuing Bank or the Swingline Lender hereunder without the
prior written consent of such Agent, such Issuing Bank or the Swingline Lender,
as the case may be, and (B) any waiver, amendment or modification that by its
terms is limited in effect to the rights or duties of Lenders under one or more
(but less than all) the Tranches, such waiver, amendment or modification may be
effected by an agreement or agreements in writing entered into by Holdings, the
Company and ASII and the requisite percentage in interest of Lenders under each
affected Tranche. Notwithstanding the foregoing, any provision of this
Agreement may be amended by an agreement in writing entered into by Holdings,
the Company, ASII, the Required Lenders and the Administrative Agent (and, if
its rights or obligations are affected thereby, the London Agent) if (i) by the
terms of such agreement the Commitment of each Lender not consenting to the
amendment provided for therein shall terminate upon the effectiveness of such
amendment and (ii) at the time such amendment becomes effective, each Lender
not consenting thereto receives payment in full of the principal of and
interest accrued on each Loan made by it and all other amounts owing to it or
accrued for its account under this Agreement.

SECTION 10.03. Expenses; Indemnity; Damage Waiver.(a) The Borrowers
shall pay (i) all reasonable and documented out-of-pocket expenses incurred by
the Agents and their Affiliates, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent,
in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of the Credit Documents or any
amendments, modifications or waivers of the provisions hereof (whether or not
the transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses (other than expenses usually and ordinarily
incurred in the processing of drafts presented under letters of credit)
incurred by any Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all reasonable out-of-pocket expenses incurred by any
Agent, any Issuing Bank or any Lender, including the fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent,
and, if an Event of Default shall have occurred or shall be reasonably
anticipated by the Administrative Agent, other counsel for any Agent, any
Issuing Bank or any Lender, in connection with the enforcement or protection of
the rights of any Agent, Issuing Bank or Lender in connection with the Credit
Documents, including its rights under this Section, including all such
reasonable out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

(b) The Borrowers shall indemnify each Agent, each Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an Indemnitee) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses
(other than Excluded Taxes), including the reasonable and documented fees,
charges and disbursements of counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of,
in connection with, or as a result of (i) the execution or delivery of any
Credit Document or any agreement or instrument contemplated thereby, the
performance by the parties to the Credit Documents of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by any Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such
Letter of Credit),





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74

(iii)  any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by Holdings or any of its
Subsidiaries, or any Environmental Liability related in any way to Holdings or
any of the Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is
a party thereto; providedthat such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or
related expenses have resulted from the wilful misconduct or gross negligence
of such Indemnitee or any of its directors, officers, employees or agents. The
Borrower and each Indemnitee agrees that (i) such Indemnitee will contest any
claim in respect of which indemnification is sought under this paragraph if
requested by the Borrower Agent, in a manner reasonably directed by the
Borrower Agent, with counsel selected by the Indemnitee and approved by the
Borrower Agent, which approval shall not be unreasonably withheld or (ii) the
Borrower Agent, upon the request of the Indemnitee, shall retain counsel
reasonably satisfactory to the Indemnitee to represent the Indemnitee in any
proceeding with respect to any such claim and shall pay as incurred the
reasonable fees and expenses of such counsel related to such proceeding. In
any such proceeding with respect to which the Indemnitee has requested the
Borrower Agent to retain counsel, any Indemnitee shall have the right to retain
its own counsel at its own expense, except that the Borrower Agent shall pay as
they are incurred the reasonable fees and expenses of counsel retained by the
Indemnitee if (y) the Borrower and the Indemnitee agree to the retention of
such counsel or (z) the named parties to any such proceeding (including any
impleaded parties) include both the Borrower and the Indemnitee and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. Any Indemnitee that
proposes to settle or compromise any indemnified claim for which the Borrowers
may be liable for payment of indemnity shall give the Borrower Agent written
notice of the terms of such proposed settlement or compromise reasonably in
advance of settling or compromising such claim or proceeding and shall obtain
the Borrower Agents prior written consent, which consent shall not be
unreasonably withheld; providedthat nothing in this sentence or the preceding
sentence shall restrict the right of any person to settle or compromise any
claim for which indemnity would be otherwise available on any terms if such
person waives its right to indemnity from the Borrowers in respect of such
claim. The Borrower Agent will not, without the prior written consent of the
applicable Indemnitee (which consent shall not be unreasonably withheld),
settle any proceeding with respect to which the Indemnitee has requested the
Borrower Agent to retain counsel unless such settlement includes an express,
complete and unconditional release of such Indemnitee with respect to all
claims asserted in such proceeding.

(c) To the extent that the Borrowers fail to pay any amount required to
be paid by them to any Agent, any Issuing Bank or the Swingline Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to
such Agent, such Issuing Bank or the Swingline Lender such Lenders Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; providedthat the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against such Agent,
such Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, neither Holdings nor any
Borrower shall assert, and each hereby waives, any claim against any Indemnitee
for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with or as a result of this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after
written demand therefor setting forth the amount and the nature of the expense
or claim, as applicable.





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75

(f) Notwithstanding the foregoing paragraphs, nothing in this Section
shall require Holdings or any Borrower to indemnify any Agent, Issuing Bank or
Lender against or to reimburse any Agent, Issuing Bank or Lender for any cost
or reduction in amounts received that shall result from the Changes in Law or
other matters addressed in Section 2.15, 2.16 or 2.17 and that shall be
expressly excluded from the amounts for which Holdings and the Borrowers are
liable under such Sections.

SECTION 10.04. Successors and Assigns.(a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of any Issuing Bank that issues any Letter of Credit), except that no
Borrower may assign or otherwise transfer any of its rights or obligations
hereunder or under any Borrowing Subsidiary Agreement (except as expressly
provided herein) without the prior written consent of each Lender (and any
attempted assignment or transfer by any Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
any Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agents and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

(b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); providedthat (i) except
in the case of an assignment to a Lender (or an Affiliate of a Lender that is
sufficiently creditworthy that there would be no reasonable doubt as to its
ability to perform its obligations hereunder), each of the Borrower Agent and
the Administrative Agent (and in the case of an assignment of all or a portion
of a US Tranche Commitment or any Lenders obligations in respect of its LC
Exposure, the applicable Issuing Bank, and the Swingline Lender) must give
their prior written consent to such assignment (which consent shall not be
unreasonably withheld), (ii) except in the case of an assignment to a Lender or
an Affiliate of a Lender or an assignment of the entire remaining amount of the
assigning Lenders Commitment, the amount of the Commitment of the assigning
Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than US$10,000,000 unless each of the
Borrower Agent and the Administrative Agent otherwise consent, (iii) each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lenders rights and obligations under this Agreement, except
that this clause (iii) shall not apply to rights in respect of outstanding
Competitive Loans, (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of US$3,500, and (v) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided furtherthat any consent of the Borrower Agent
otherwise required under this paragraph shall not be required if an Event of
Default under clause (g) or (h) of Section 7.01 has occurred and is continuing.
Subject to acceptance and recording thereof pursuant to paragraph (d) of this
Section, from and after the effective date specified in each Assignment and
Acceptance the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lenders
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections
2.15, 2.16, 2.17 and 10.03). Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e)
of this Section.





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76

(c) The Administrative Agent, acting for this purpose as an agent of each
Borrower, shall maintain at one of its offices in The City of New York a copy
of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the Register). The entries in the
Register shall be conclusive, and the Borrowers, the Agents, the Issuing Banks
and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by any Borrower, any Agent, any Issuing Bank and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

(d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignees completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

(e) Any Lender may, without the consent of any Borrower or the
Administrative Agent, the Issuing Banks or the Swingline Lender sell
participations to one or more banks or other entities (a Participant) in all
or a portion of such Lenders rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
providedthat (i) such Lenders obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrowers,
the Agents, the Issuing Banks, the Swingline Lender and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lenders rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce the Credit Documents
and to approve any amendment, modification or waiver of any provision of the
Credit Documents; providedthat such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
10.02(b) that affects such Participant. Subject to paragraph (f) of this
Section, each Borrower agrees that each Participant shall be entitled to the
benefits of and be subject to all the obligations of a Lender under Sections
2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section. To the
extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.18(c) as though it were a Lender.

(f) A Participant shall not be entitled to receive any greater payment
under Section 2.15 or 2.17 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.17 unless the Borrower Agent is notified
of the participation sold to such Participant and such Participant agrees, for
the benefit of the Borrowers, to comply with Sections 2.17(e) as though it were
a Lender. The provisions of Section 2.19 shall apply to each Participant as
though it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; providedthat no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such





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Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any
Lender (a Granting Bank) may grant to a special
purpose funding vehicle (an SPC) of such Granting Bank, identified as such in writing from time to time
by the Granting Bank to the Administrative Agent and the Borrowers, the option
to provide to the Borrowers all or any part of any Loan that such Granting Bank
would otherwise be obligated to make to the Borrowers pursuant to Section 2.01;
providedthat (i) nothing herein shall constitute a commitment to make any Loan
by any SPC and (ii) if an SPC elects not to exercise such option
or otherwise fails to provide all or any part of such Loan, the Granting Bank
shall be obligated to make such Loan pursuant to the terms hereof. The making
of a Loan by an SPC hereunder shall be deemed to utilize the Commitment of the
Granting Bank to the same extent, and as if, such Loan were made by the
Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for
any payment under this Agreement for which a Lender would otherwise be liable,
for so long as, and to the extent, the related Granting Bank makes such
payment. In furtherance of the foregoing, each party hereto hereby agrees
that, prior to the date that is one year and one day after the payment in full
of all outstanding senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States or any State
thereof. In addition, notwithstanding anything to the contrary contained in
this Section 10.04, any SPC may (i) with notice to, but without the prior
written consent of, the Borrowers and the Administrative Agent and without
paying any processing fee therefor, assign all or a portion of its interests in
any Loans to its Granting Bank or to any financial institutions (if consented
to by the Borrowers and Administrative Agent) providing liquidity and/or credit
facilities to or for the account of such SPC to fund the Loans made by such SPC
or to support the securities (if any) issued by such SPC to fund such Loans and
(ii) disclose on a confidential basis any non-public information relating to
its Loans (but not relating to any Borrower, except with the Borrower Agents
consent) to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC (and subject
to the agreement of any such provider of any surety, guarantee or credit or
liquidity enhancement to maintain the confidentiality of such information on
substantially the terms set forth in Section 10.12).

SECTION
10.05. Survival. All covenants, agreements, representations and
warranties made by the Credit Parties herein, in the other Credit Documents and
in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Credit Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Credit Documents and the making of any Loans and
the issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that any Agent, any
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17 and 10.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof.

SECTION 10.06. Counterparts; Integration; Effectiveness.This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement, the
other Credit Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the





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subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.07. Severability.Any provision of any Credit Document held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without
affecting the validity, legality and enforceability of the remaining provisions
of such Credit Document; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

SECTION 10.08. Right of Setoff.If an Event of Default shall have
occurred and be continuing, each Lender 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 obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of any Borrower (other than
payroll accounts and trust accounts) against any of and all the obligations of
the Borrowers now or hereafter existing under this Agreement held by such
Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement. The rights of each Lender under this Section are in
addition to and shall not limit other rights and remedies (including other
rights of setoff) which such Lender may have.

SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process.
(a) This Agreement shall be construed in accordance with and governed by
the law of the State of New York.

(b) Holdings and each Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to any Credit Document, 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 such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Credit Document shall affect any right
that any party to this Agreement may otherwise have to bring any action or
proceeding relating to this Agreement or any other Credit Document against any
Borrower or its properties in the courts of any jurisdiction.

(c) Each party to this Agreement hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which 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 any
other Credit Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.01. Nothing in this
Agreement or any other Credit Document will affect the right of any party
hereto or thereto to serve process in any other manner permitted by law.





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SECTION 10.10. WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 10.11. Headings.Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

SECTION 10.12. Confidentiality.Each of the Agents, each Issuing Bank
and the Lenders agrees to maintain, and to cause its directors, officers,
employees and agents to maintain, the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates directors, officers, employees and agents, including accountants,
legal counsel and other advisors on a need-to-know basis (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, subject to the delivery of prompt notice of such
required disclosure to the Borrower Agent in order that Holdings or the
Borrowers may have the opportunity to contest such disclosure or to seek one or
more protective orders with respect thereto, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or any other Credit
Document or the enforcement of rights hereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement, (g) with the written
consent of any Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to any Agent, any Issuing Bank or any Lender on a
nonconfidential basis from a source other than a Borrower. For the purposes of
this Section, Information means all information received from the Borrowers
relating to the Borrowers or their business, other than any such information
that is publicly available or available to the Administrative Agent, any
Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by a
Borrower. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as a prudent Person engaged in
the same business or following customary procedures for such business would
accord to its own confidential information.

SECTION 10.13. Interest Rate Limitation.Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any
Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the Charges), shall
exceed the maximum lawful rate (the Maximum Rate) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been





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80

payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to
the date of repayment, shall have been received by such Lender.

SECTION 10.14. Conversion of Currencies.(a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto (including
any Borrowing Subsidiary) agrees, to the fullest extent that it may effectively
do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures in the relevant jurisdiction the first currency could
be purchased with such other currency on the Business Day immediately preceding
the day on which final judgment is given.

(b) The obligations of each Borrower in respect of any sum due to any
party hereto or any holder of the obligations owing hereunder (the Applicable
Creditor) shall, notwithstanding any judgment in a currency (the Judgment
Currency) other than the currency in which such sum is stated to be due
hereunder (the Agreement Currency), be discharged only to the extent that, on
the Business Day
following receipt by the Applicable Creditor of any sum adjudged to be so due
in the Judgment Currency, the Applicable Creditor may in accordance with normal
banking procedures in the relevant jurisdiction purchase the Agreement Currency
with the Judgment Currency; if the amount of the Agreement Currency so
purchased is less than the sum originally due to the Applicable Creditor in the
Agreement Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Applicable Creditor against
such loss. The obligations of the Borrowers contained in this Section 10.14
shall survive the termination of this Agreement and the payment of all other
amounts owing hereunder.

SECTION 10.15. Release of Guarantees; Termination of Certain Covenants
and Subsidiary Guarantee Agreement. (a) Notwithstanding any contrary
provision herein or in any other Credit Document, if the Borrower Agent shall
request the release under the Subsidiary Guarantee Agreement of any Subsidiary
Guarantor upon the sale of all the Equity Interests in such Subsidiary
Guarantor owned by Holdings and the Subsidiaries to a Person other than
Holdings or a Subsidiary in a transaction permitted under the terms of this
Agreement and shall deliver to the Administrative Agent a certificate to the
effect that such sale will comply with the terms of this Agreement, the
Administrative Agent, if satisfied that the applicable certificate is correct,
shall, without the consent of any Lender, execute and deliver all such releases
or other instruments, and take all such further actions, as shall be necessary
to effectuate the release of such Subsidiary Guarantor from its obligations
under the Subsidiary Guarantee Agreement substantially simultaneously with or
promptly after the completion of such sale or other disposition.

(b) At any time when a Class I Termination Condition shall occur,
Sections 6.05(b) and 6.06(a) will terminate and be of no further force and
effect; providedthat if at any time after the occurrence of a Class I
Termination Condition either Moodys or S&P shall downgrade its Index Rating
such that a Class I Termination Condition shall no longer be in effect, such
Sections shall be automatically reinstated on the date of such downgrade.

(c) At any time when a Class II Termination Condition shall occur,
Sections 5.08, 6.01 and 6.04 and the Subsidiary Guarantee Agreement shall
terminate and be of no further force and effect; providedthat if at any time
after the occurrence of a Class II Termination Condition either Moodys or S&P
shall downgrade its Index Rating such that a Class II Termination Condition
shall no longer be in effect, such Sections and the Subsidiary Guarantee
Agreement shall be automatically reinstated on the date of such downgrade and
each Subsidiary required to be party to the Subsidiary Guarantee Agreement in
order for the Guarantee Requirement to be satisfied will execute such
instruments as the Administrative Agent may





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81

reasonably request to evidence and
confirm its Guarantee of the Obligations to the extent that such Guarantee
would not violate applicable laws or joint venture or similar agreements with
third parties, result in liability on the part of officers, directors or
employees of such Subsidiary or result in adverse tax consequences (as
determined by Holdings in consultation with the Administrative Agent) for
Holdings or any of its Subsidiaries.

(d) If the rating system of Moodys or S&P shall change, or if either
such rating agency shall cease to be in the business of rating corporate debt
obligations, the Borrower Agent (on behalf of the Credit Parties) and the
Administrative Agent (on behalf of the Lenders) shall negotiate in good faith
to amend the definitions of Class I Termination Condition and Class II
Termination Condition to reflect such changed rating system or the
unavailability of ratings from such rating agency.





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

| |  |                                       |  |                                                            
| |  | ------------------------------------- |  | -----------------------------------------------------------
| |  | AMERICAN STANDARD COMPANIES INC.,    
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| |  |                                       |  |                                                            
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| |  | by                                    |  | /s/ R. Scott Massengill                                    
| |  |                                       |  |                                                            
| |  |                                       |  | Name: R. Scott Massengill
Title: Vice President & Treasurer
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| |  | AMERICAN STANDARD INC.,              
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| |  |                                       |  |                                                            
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| |  | by                                    |  | /s/ R. Scott Massengill                                    
| |  |                                       |  |                                                            
| |  |                                       |  | Name: R. Scott Massengill
Title: Vice President & Treasurer
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| |  |                                       |  |                                                            
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| |  | AMERICAN STANDARD INTERNATIONAL INC.,
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| |  |                                       |  |                                                            
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| |  | by                                    |  | /s/ R. Scott Massengill                                    
| |  |                                       |  |                                                            
| |  |                                       |  | Name: R. Scott Massengill
Title: Vice President & Treasurer
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| |  |                                       |  |                                                            
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| |  | AMERICAN STANDARD ITALIA SRL,        
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| |  |                                       |  |                                                            
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| |  | by                                    |  | /s/ R. Scott Massengill                                    
| |  |                                       |  |                                                            
| |  |                                       |  | Name: R. Scott Massengill
Title: Vice President & Treasurer





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83

| |  |                                                                                                           |  |                                                            
| |  | --------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------
| |  | WABCO STANDARD TRANE BV,                                                                                 
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| |  |                                                                                                           |  |                                                            
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| |  | by                                                                                                        |  | /s/ R. Scott Massengill                                    
| |  |                                                                                                           |  |                                                            
| |  |                                                                                                           |  | Name: R. Scott Massengill
Title: Vice President & Treasurer
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| |  | A-S DEUTSCHLAND GMBH,                                                                                    
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| |  |                                                                                                           |  |                                                            
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| |  | by                                                                                                        |  | /s/ R. Scott Massengill                                    
| |  |                                                                                                           |  |                                                            
| |  |                                                                                                           |  | Name: R. Scott Massengill
Title: Vice President & Treasurer
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| |  |                                                                                                           |  |                                                            
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| |  | AMERICAN STANDARD (UK) CO.,                                                                              
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| |  |                                                                                                           |  |                                                            
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| |  | by                                                                                                        |  | /s/ R. Scott Massengill                                    
| |  |                                                                                                           |  |                                                            
| |  |                                                                                                           |  | Name: R. Scott Massengill
Title: Vice President & Treasurer
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| |  | WABCO STANDARD GMBH,                                                                                     
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| |  |                                                                                                           |  |                                                            
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| |  | by                                                                                                        |  | /s/ R. Scott Massengill                                    
| |  |                                                                                                           |  |                                                            
| |  |                                                                                                           |  | Name: R. Scott Massengill
Title: Vice President & Treasurer
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| |  | WABCO STD. FRENCH HOLDINGS SARL,                                                                         
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| |  | by                                                                                                        |  | /s/ R. Scott Massengill                                    
| |  |                                                                                                           |  |                                                            
| |  |                                                                                                           |  | Name: R. Scott Massengill
Title: Vice President & Treasurer
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| |  | THE CHASE MANHATTAN BANK, individually,
as Administrative Agent, as Swingline
Lender and as Issuing Bank,
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| |  | by                                                                                                        |  | /s/ Randolph E. Cates                                      
| |  |                                                                                                           |  |                                                            
| |  |                                                                                                           |  | Name: Randolph E. Cates
Title: Vice President              





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| |  |                                                          |  |                                                   
| |  | -------------------------------------------------------- |  | --------------------------------------------------
| |  | CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent, 
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| |  | by                                                       |  | /s/ S. Clarke                                     
| |  |                                                          |  |                                                   
| |  |                                                          |  | Name: S. Clarke
Title: Vice President             
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| |  | by                                                       |  | /s/ C. Walsh                                      
| |  |                                                          |  |                                                   
| |  |                                                          |  | Name: C. Walsh
Title: Assistant Treasurer         
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| |  | CHASE MANHATTAN INTERNATIONAL LIMITED, as Italian Agent,
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| |  | by                                                       |  | /s/ S. Clarke                                     
| |  |                                                          |  |                                                   
| |  |                                                          |  | Name: S. Clarke
Title: Vice President             
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| |  | PB CAPITAL CORPORATION,                                 
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| |  | by                                                       |  | /s/ Richard Cameron                               
| |  |                                                          |  |                                                   
| |  |                                                          |  | Name: Richard Cameron
Title: Vice President       
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| |  | by                                                       |  | /s/ Aurelio Almonte                               
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| |  |                                                          |  | Name: Aurelio Almonte
Title: Associate            
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| |  | HSBC BANK USA,                                          
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| |  | by                                                       |  | /s/ Sarah McClintock                              
| |  |                                                          |  |                                                   
| |  |                                                          |  | Name: Sarah McClintock
Title: First Vice President





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| |  |                                  |  |                                                                                 
| |  | -------------------------------- |  | --------------------------------------------------------------------------------
| |  | NATEXIS BANQUES POPULAIRES,     
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| |  |                                  |  |                                                                                 
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| |  | by                               |  | /s/ Pieter J. van Tulder                                                        
| |  |                                  |  |                                                                                 
| |  |                                  |  | Name: Pieter J. van Tulder
Title: Vice President and Manager Multinational Group
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| |  |                                  |  |                                                                                 
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| |  | by                               |  | /s/ Christine Dirringer                                                         
| |  |                                  |  |                                                                                 
| |  |                                  |  | Name: Christine Dirringer
Title: Vice President                                 
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| |  |                                  |  |                                                                                 
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| |  | ABN AMRO BANK N.V.,             
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| |  |                                  |  |                                                                                 
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|
| |  | by                               |  | /s/ Nancy W. Lanzoni                                                            
| |  |                                  |  |                                                                                 
| |  |                                  |  | Name: Nancy W. Lanzoni
Title: Group Vice President                              
|
|
|
|
| |  |                                  |  |                                                                                 
|
|
|
|
| |  | by                               |  | /s/ Richard Schrage                                                             
| |  |                                  |  |                                                                                 
| |  |                                  |  | Name: Richard Schrage
Title: Vice President                                     
|
|
|
|
| |  |                                  |  |                                                                                 
|
|
|
|
| |  | FIRSTAR BANK, NA,               
|
|
|
|
| |  |                                  |  |                                                                                 
|
|
|
|
| |  | by                               |  | /s/ John Franceschi                                                             
| |  |                                  |  |                                                                                 
| |  |                                  |  | Name: John Franceschi
Title: Assistant Vice President                           
|
|
|
|
| |  |                                  |  |                                                                                 
|
|
|
|
| |  | CREDIT INDUSTRIEL ET COMMERCIAL,
|
|
|
|
| |  |                                  |  |                                                                                 
|
|
|
|
| |  | by                               |  | /s/ Sean Mournier                                                               
| |  |                                  |  |                                                                                 
| |  |                                  |  | Name: Sean Mournier
Title: First Vice President                                 
|
|
|
|
| |  |                                  |  |                                                                                 
|
|
|
|
| |  | by                               |  | /s/ Marcus Edward                                                               
| |  |                                  |  |                                                                                 
| |  |                                  |  | Name: Marcus Edward
Title: Vice President                                       





---



##### 



86

| |  |                                             |  |                                                                          
| |  | ------------------------------------------- |  | -------------------------------------------------------------------------
| |  | THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY,
|
|
|
|
| |  |                                             |  |                                                                          
|
|
|
|
| |  | by                                          |  | /s/ Roy Tanfield                                                         
| |  |                                             |  |                                                                          
| |  |                                             |  | Name: Roy Tanfield
Title: Senior Vice President                          
|
|
|
|
| |  |                                             |  |                                                                          
|
|
|
|
| |  | ALLIED IRISH BANK, PLC,                    
|
|
|
|
| |  |                                             |  |                                                                          
|
|
|
|
| |  | by                                          |  | /s/ William J. Strickland                                                
| |  |                                             |  |                                                                          
| |  |                                             |  | Name: William J. Strickland
Title: President and CEO                     
|
|
|
|
| |  |                                             |  |                                                                          
|
|
|
|
| |  | by                                          |  | /s/ Germaine Reusch                                                      
| |  |                                             |  |                                                                          
| |  |                                             |  | Name: Germaine Reusch
Title: Vice President                              
|
|
|
|
| |  |                                             |  |                                                                          
|
|
|
|
| |  | THE BANK OF NOVA SCOTIA,                   
|
|
|
|
| |  |                                             |  |                                                                          
|
|
|
|
| |  | by                                          |  | /s/ Brian S. Allen                                                       
| |  |                                             |  |                                                                          
| |  |                                             |  | Name: Brian S. Allen
Title: Managing Director                            
|
|
|
|
| |  |                                             |  |                                                                          
|
|
|
|
| |  | LLOYDS TSB BANK PLC,                       
|
|
|
|
| |  |                                             |  |                                                                          
|
|
|
|
| |  | by                                          |  | /s/ Richard M. Heath                                                     
| |  |                                             |  |                                                                          
| |  |                                             |  | Name: Richard M. Heath
Title: Vice President, Corporate Banking,
USA H009
|
|
|
|
| |  |                                             |  |                                                                          
|
|
|
|
| |  | by                                          |  | /s/ Catherine Rankin                                                     
| |  |                                             |  |                                                                          
| |  |                                             |  | Name: Catherine Rankin
Title: Assistant Vice President R027              





---



##### 



87

| |  |                                                      |  |                                                                              
| |  | ---------------------------------------------------- |  | -----------------------------------------------------------------------------
| |  | FLEET NATIONAL BANK,                                
|
|
|
|
| |  |                                                      |  |                                                                              
|
|
|
|
| |  | by                                                   |  | /s/ Miguel J. Medida                                                         
| |  |                                                      |  |                                                                              
| |  |                                                      |  | Name: Miguel J. Medida
Title: Managing Director                              
|
|
|
|
| |  |                                                      |  |                                                                              
|
|
|
|
| |  | CREDIT AGRICOLE INDOSUEZ,                           
|
|
|
|
| |  |                                                      |  |                                                                              
|
|
|
|
| |  | by                                                   |  | /s/ Richard A. Drennan                                                       
| |  |                                                      |  |                                                                              
| |  |                                                      |  | Name: Richard A. Drennan
Title: Vice President
Senior Relationship Manager   
|
|
|
|
| |  |                                                      |  |                                                                              
|
|
|
|
| |  | by                                                   |  | /s/ Raymond A. Falkenberg                                                    
| |  |                                                      |  |                                                                              
| |  |                                                      |  | Name: Raymond A. Falkenberg
Title: Vice President
Senior Relationship Manager
|
|
|
|
| |  |                                                      |  |                                                                              
|
|
|
|
| |  | BAYERISCHE HYPO- UND VEREINSBANK AG,
NEW YORK BRANCH
|
|
|
|
| |  |                                                      |  |                                                                              
|
|
|
|
| |  | by                                                   |  | /s/ Richard A. Cardover                                                      
| |  |                                                      |  |                                                                              
| |  |                                                      |  | Name: Richard A. Cardover
Title: Director                                    
|
|
|
|
| |  |                                                      |  |                                                                              
|
|
|
|
| |  | by                                                   |  | /s/ John T. Murphy                                                           
| |  |                                                      |  |                                                                              
| |  |                                                      |  | Name: John T. Murphy
Title: Director                                         
|
|
|
|
| |  |                                                      |  |                                                                              
|
|
|
|
| |  | BARCLAYS BANK PLC,                                  
|
|
|
|
| |  |                                                      |  |                                                                              
|
|
|
|
| |  | by                                                   |  | /s/ L. Peter Yetman                                                          
| |  |                                                      |  |                                                                              
| |  |                                                      |  | Name: L. Peter Yetman
Title: Director                                        





---



##### 



88

| |  |                                                     |  |                                                             
| |  | --------------------------------------------------- |  | ------------------------------------------------------------
| |  | CREDIT LYONNAIS NEW YORK BRANCH,                   
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | by                                                  |  | /s/ Attila Koc                                              
| |  |                                                     |  |                                                             
| |  |                                                     |  | Name: Attila Koc
Title: Senior Vice President               
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | SOCIETE GENERALE,                                  
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | by                                                  |  | /s/ Ambrish D. Thanawala                                    
| |  |                                                     |  |                                                             
| |  |                                                     |  | Name: Ambrish D. Thanawala
Title: Director Corporate Banking
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | BANCA NAZIONALE DEL LAVORO S.p.A. -
NEW YORK BRANCH
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | by                                                  |  | /s/ Leonardo Valentini                                      
| |  |                                                     |  |                                                             
| |  |                                                     |  | Name: Leonardo Valentini
Title: First Vice President        
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | by                                                  |  | /s/ Frederic W. Hall                                        
| |  |                                                     |  |                                                             
| |  |                                                     |  | Name: Frederic W. Hall
Title: Vice President                
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | BNP PARIBAS,                                       
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | by                                                  |  | /s/ Duane P. Helkowski                                      
| |  |                                                     |  |                                                             
| |  |                                                     |  | Name: Duane P. Helkowski
Title: Director                    
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | by                                                  |  | /s/ Shayn P. March                                          
| |  |                                                     |  |                                                             
| |  |                                                     |  | Name: Shayn P. March
Title: Vice President                  
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | BANK OF AMERICA, N.A.,                             
|
|
|
|
| |  |                                                     |  |                                                             
|
|
|
|
| |  | by                                                  |  | /s/ John W. Pocalyko                                        
| |  |                                                     |  |                                                             
| |  |                                                     |  | Name: John W. Pocalyko
Title: Managing Director             





---



##### 



89

| |  |                                         |  |                                                
| |  | --------------------------------------- |  | -----------------------------------------------
| |  | BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | by                                      |  | /s/ R.F. Kay                                   
| |  |                                         |  |                                                
| |  |                                         |  | Name: R.F. Kay
Title: Vice President           
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | INTESABCI, NEW YORK BRANCH,            
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | by                                      |  | /s/ C. Dougherty                               
| |  |                                         |  |                                                
| |  |                                         |  | Name: C. Dougherty
Title: Vice President       
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | by                                      |  | /s/ Frank Maffei                               
| |  |                                         |  |                                                
| |  |                                         |  | Name: Frank Maffei
Title: Vice President       
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | DEUTSCHE BANK AG, NEW YORK BRANCH,     
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | by                                      |  | /s/ Jean M. Hannigan                           
| |  |                                         |  |                                                
| |  |                                         |  | Name: Jean M. Hannigan
Title: Director         
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | by                                      |  | /s/ Stephanie Strohe                           
| |  |                                         |  |                                                
| |  |                                         |  | Name: Stephanie Strohe
Title: Vice President   
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | THE BANK OF NEW YORK,                  
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | by                                      |  | /s/ Ernest Fung                                
| |  |                                         |  |                                                
| |  |                                         |  | Name: Ernest Fung
Title: Vice President        
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | CITIBANK, N.A.,                        
|
|
|
|
| |  |                                         |  |                                                
|
|
|
|
| |  | by                                      |  | /s/ John S. Hutchins                           
| |  |                                         |  |                                                
| |  |                                         |  | Name: John S. Hutchins
Title: Managing Director





---



##### 



EXHIBIT A

[FORM OF]

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Five-Year Credit Agreement dated as of November
6, 2001 (as amended, supplemented, waived or otherwise modified from time to
time, the Credit Agreement), among American Standard Companies Inc., American
Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries, the Lenders from time to time party thereto, The Chase Manhattan
Bank, as Administrative Agent, Issuing Bank and Swingline Lender, Chase
Manhattan International Limited, as London Agent, Chase Manhattan International
Limited, as Italian Agent, Bank of America, N.A., Citibank, N.A. and Deutsche
Bank AG, as Co-Syndication Agents, and The Industrial Bank of Japan Trust
Company and Lloyds TSB Bank PLC, as Documentation Agents. Capitalized terms
used but not defined herein shall have the meanings specified in the Credit
Agreement.

1. The Assignor named below hereby sells and assigns, without recourse,
to the Assignee named below and the Assignee hereby purchases and assumes,
without recourse, from the Assignor, effective as of the Assignment Date set
forth below, the interests set forth below (the Assigned Interest) in the
Assignors rights and obligations under the Credit Agreement and the other
Credit Documents, including, without limitation, the interests set forth below
of (i) the Commitments of the Assignor on the Assignment Date, (ii) the Loans
owing to the Assignor which are outstanding on the Assignment Date and (iii)
participations in Letters of Credit and Swingline Loans that are outstanding on
the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the
Credit Agreement and the other Credit Documents. From and after the Assignment
Date, (i) the Assignee shall be a party to and be bound by the provisions of
the Credit Agreement and, to the extent of the interests assigned by this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Credit Documents and (ii) the Assignor shall, to
the extent of the interests assigned by this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement and the other Credit Documents (other than with respect to such
Assignors obligation to maintain the confidentiality of the Information). The
Assignor makes no representation or warranty hereunder other than that it is
the legal and beneficial owner of the interest being assigned and that its
legal and beneficial ownership interest is free and clear of any adverse claim.

2. This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) to the extent required, any
documentation required to be delivered by the Assignee pursuant to Section
2.17(e) of the Credit Agreement, duly completed and executed by such Assignee,
(ii) if the Assignee is not already a Lender under the Agreement, an
Administrative Questionnaire in the form provided by the Administrative Agent
and (iii) a processing and recordation fee in the amount of $3,500.

3. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Date of Assignment:___________________________________________

Legal Name of Assignor:________________________________________

Legal Name of Assignee:________________________________________

Assignees Address for Notices:__________________________________

Effective Date of Assignment (Assignment Date):____________________
(such date to be at least 5 Business Days after Date of Assignment)



---



##### 





|                                |  |                           |  |                     |  |                     |   | 
|------------------------------- |  | ------------------------- |  | ------------------- |  | ------------------- | - | 
|                                |  |                           |  |                     |  | Percentage Assigned
|                                |  |                           |  |                     |  | of Commitment      
|                                |  |                           |  |                     |  | (set forth, to at  
|                                |  |                           |  |                     |  | least 8 decimals,  
|                                |  |                           |  |                     |  | as a percentage of 
|                                |  |                           |  |                     |  | the facility and   
|                                |  |                           |  |                     |  | the aggregate      
|                                |  |                           |  |                     |  | Commitments of all 
|Facility                        |  | Principal Amount Assigned |  | Lenders thereunder)
|                                |  |                           |  |                    
|Italian Commitment              |  | $                         |  |                     |  |                     | % | 
|                               
|                               
|                               
|                               
|Assigned:                       |  |                           |  |                     |  |                     |   | 
|                               
|                               
|                               
|                               
|US Commitment                   |  | $                         |  |                     |  |                     | % | 
|                               
|                               
|                               
|                               
|Assigned:                       |  |                           |  |                     |  |                     |   | 
|                               
|                               
|                               
|                               
|Italian Tranche Revolving Loans |  | $                         |  |                     |  |                     | % | 
|                               
|                               
|                               
|                               
|Assigned:                       |  |                           |  |                     |  |                     |   | 
|                               
|                               
|                               
|                               
|US Tranche Revolving Loans      |  | $                         |  |                     |  |                     | % | 

|                                                 |  |    |  |                                                    
|------------------------------------------------ |  | -- |  | ---------------------------------------------------
|The terms set forth herein are
hereby agreed to: |  |    |  |                                                    
|                                                
|                                                
|                                                
|                                                
|                                                 |  |    |  |                                                    
|                                                
|                                                
|                                                
|                                                
|                                                 |  |    |  | Consented to (if required):                        
|                                                
|                                                
|                                                
|                                                
|                                                 |  |    |  |                                                    
|                                                
|                                                
|                                                
|                                                
|_____________________, as Assignor,              |  |    |  | AMERICAN STANDARD
COMPANIES INC., as Borrower Agent
|                                                
|                                                
|                                                
|                                                
|                                                 |  |    |  |                                                    
|                                                
|                                                
|                                                
|                                                
|by                                               |  | by |  |                                                    
|                                                 |  |    |  |                                                    
|Name:
Title:                                     |  |    |  | Name:
Title:                                       



---



##### 





|                                    |  |  |  |                                                   
|----------------------------------- |  |  |  | --------------------------------------------------
|                                   
|                                   
|                                   
|                                   
|_____________________, as Assignee, |  |  |  |                                                   
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  |                                                   
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  | Consented to (if required):                       
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  |                                                   
|by

Name:
Title:                    |  |  |  | THE CHASE MANHATTAN
BANK, as Administrative
Agent,
|                                    |  |  |  |                                                   
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  | by                                                
|                                    |  |  |  |                                                   
|                                    |  |  |  | Name:
Title:                                      
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  |                                                   
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  | [Issuing Bank],                                   
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  |                                                   
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  | by                                                
|                                    |  |  |  |                                                   
|                                    |  |  |  | Name:
Title:                                      
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  |                                                   
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  | [Swingline Lender],                               
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  |                                                   
|                                   
|                                   
|                                   
|                                   
|                                    |  |  |  | by                                                
|                                    |  |  |  |                                                   
|                                    |  |  |  | Name:
Title:                                      





---



##### 



EXHIBIT B-1

[FORM OF]



| |                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | BORROWING SUBSIDIARY AGREEMENT dated as of [                             ], among
AMERICAN STANDARD COMPANIES INC., a Delaware corporation,
as Borrower Agent (the Borrower Agent), [Name of
Borrowing Subsidiary], a [                         ] corporation
(the New Borrowing Subsidiary), and The Chase Manhattan
Bank, as Administrative Agent (the Administrative Agent).

Reference is made to the Five-Year Credit Agreement dated as of November
6, 2001 (as amended, supplemented, waived or otherwise modified from time to
time, the Credit Agreement), among American Standard Companies Inc., American
Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries, the Lenders from time to time party thereto, The Chase Manhattan
Bank, as Administrative Agent, Issuing Bank and Swingline Lender, Chase
Manhattan International Limited, as London Agent, Chase Manhattan International
Limited, as Italian Agent, Bank of America, N.A., Citibank, N.A. and Deutsche
Bank AG, as Co-Syndication Agents, and The Industrial Bank of Japan Trust
Company and Lloyds TSB Bank PLC, as Documentation Agents. Capitalized terms
used but not otherwise defined herein shall have the meanings assigned to them
in the Credit Agreement.

Under the Credit Agreement, the Lenders have agreed, upon the terms and
subject to the conditions therein set forth, to make Loans to the Borrowing
Subsidiaries. The Borrower Agent and the New Borrowing Subsidiary desire that
the New Borrowing Subsidiary become a Borrowing Subsidiary under the Credit
Agreement. The Borrower Agent and the New Borrowing Subsidiary represent that
the New Borrowing Subsidiary is a wholly-owned Subsidiary organized under the
laws of [                              ]. The Borrower Agent represents that the
representations and warranties of Holdings, the Company and ASII in the Credit
Agreement are true and correct in all material respects on and as of the date
hereof after giving effect to this Agreement (it being understood that the
representations and warranties in Sections 3.05 and 3.06 shall be deemed for
purposes of this Agreement to refer to the financial statements most recently
delivered under Section 5.05(a) or (b) and to the date thereof at all times
after the first such delivery thereunder rather than to the dates and financial
statements specified in Sections 3.05 and 3.06). The Borrower Agent agrees
that the Guarantees of Holdings, the Company and ASII contained in the Credit
Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon
execution of this Agreement by each of the Borrower Agent, the New Borrowing
Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall be
a party to the Credit Agreement and shall constitute a Borrowing Subsidiary
for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be
bound by all provisions of the Credit Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

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



| | AMERICAN STANDARD COMPANIES INC., as
Borrower Agent
| | ---------------------------------------------------



| | by
Name:
Title:
| | ---------------



---



##### 







| | [NAME OF NEW BORROWING SUBSIDIARY]
| | ----------------------------------



| | by
Name:
Title:
| | ---------------



| | THE CHASE MANHATTAN BANK, as
Administrative Agent,
| | --------------------------------------------------



| | by
Name:
Title:
| | ---------------



---



##### 





EXHIBIT B-2

[FORM OF]

BORROWING SUBSIDIARY TERMINATION

The Chase Manhattan Bank,
as Administrative Agent
for the Lenders referred to below
c/o The Chase Manhattan Bank,
as Administrative Agent
270 Park Avenue
New York, NY 10017

[Date]

Ladies and Gentlemen:

The undersigned, American Standard Companies Inc., as Borrower Agent (the
Borrower Agent), refers to the Five-Year Credit Agreement dated as of
November 6, 2001 (as amended, supplemented, waived or otherwise modified from
time to time, the Credit Agreement), among American Standard Companies Inc.,
American Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries, the Lenders from time to time party thereto, The Chase Manhattan
Bank, as Administrative Agent, Issuing Bank and Swingline Lender, Chase
Manhattan International Limited, as London Agent, Chase Manhattan International
Limited, as Italian Agent, Bank of America, N.A., Citibank, N.A. and Deutsche
Bank AG, as Co-Syndication Agents, and The Industrial Bank of Japan Trust
Company and Lloyds TSB Bank PLC, as Documentation Agents. Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to them
in the Credit Agreement.

The Borrower Agent hereby terminates the status of [                   ]
(the Terminated Borrowing Subsidiary) as a Borrowing Subsidiary under the
Credit Agreement. The Borrower Agent represents and warrants that no Loans
made to, or Letters of Credit issued for the account of, the Terminated
Borrowing Subsidiary are outstanding as of the date hereof and that all amounts
payable by the Terminated Borrowing Subsidiary in respect of interest and/or
fees or in respect of Letters of Credit (and, to the extent notified by the
Administrative Agent or any Lender, any other amounts payable under the Credit
Agreement) pursuant to the Credit Agreement have been paid in full on or prior
to the date hereof.



| | Very truly yours,
| | -----------------



| | AMERICAN STANDARD COMPANIES
INC., as Borrower Agent
| | ---------------------------------------------------



| | by
Name:
Title:
| | ---------------





---



##### 



EXHIBIT C

RESERVE COSTS

Reference is made to the Five-Year Credit Agreement dated as of November
6, 2001 (as amended, supplemented, waived or otherwise modified from time to
time, the Credit Agreement), among American Standard Companies Inc., American
Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries, the Lenders from time to time party thereto, The Chase Manhattan
Bank, as Administrative Agent, Issuing Bank and Swingline Lender, Chase
Manhattan International Limited, as London Agent, Chase Manhattan International
Limited, as Italian Agent, Bank of America, N.A., Citibank, N.A. and Deutsche
Bank AG, as Co-Syndication Agents, and The Industrial Bank of Japan Trust
Company and Lloyds TSB Bank PLC, as Documentation Agents. Capitalized terms
used but not defined herein shall have the meanings specified in the Credit
Agreement.



|1. |  | Definitions                                                                                                                                                                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In this Exhibit:                                                                                                                                                                                                        
|  
|   |  | Act means the Bank of England Act of 1998.                                                                                                                                                                            
|  
|   |  | The terms Eligible
Liabilities and Special Deposits have the meanings
ascribed to them under or pursuant to the Act or by the Bank of England
(as may be appropriate), on the day of the application of the formula.
|  
|   |  | Fee Base has the meaning ascribed to it for the purposes of, and shall
be calculated in accordance with, the Fees Regulations.                                                                                        
|  
|   |  | Fees Regulations means, as appropriate, either:                                                                                                                                                                       



| | (a) |  | the Banking Supervision (Fees) Regulations 1998; or                                                                                                                
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | such regulations as from time to time may be in force,
relating to the payment of fees for banking supervision in respect
of periods subsequent to January 1, 2000.



|   |  | FSA means the Financial Services Authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Any reference to a provision of any statute, directive, order or
regulation herein is a reference to that provision as amended or
re-enacted from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|2. |  | Calculation of the Mandatory Costs Rate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | The Mandatory Costs Rate is an addition to the interest rate on each
Eurocurrency Loan or any other sum on which interest is to be calculated
to compensate the Lenders for the cost attributable to Eurocurrency Loan
or such sum resulting from the imposition from time to time under or
pursuant to the Act and/or by the Bank of England and/or the FSA (or
other United Kingdom governmental authorities or agencies) of a
requirement to place non-interest bearing or Special Deposits (whether
interest bearing or not) with the Bank of England and/or pay fees to the
FSA calculated by reference to the liabilities used to fund the relevant
Eurocurrency Loan or such sum.
|  
|   |  | The Mandatory Costs Rate will be the rate determined by the
Administrative Agent to be equal to the rate (rounded upward, if
necessary, to the next higher 1/16 of 1%) resulting from the application
of the following formula:                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |  | For Sterling:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|                                 
|---------------------------------
|XL + S(L-D) + F x 0.01 
100-(X+S)



---



##### 







| |  | For other Foreign Currencies:
| |  | -----------------------------

|             
|-------------
|F x 0.01 
300



| |  | where on the day of application of the formula
| |  | ----------------------------------------------

|  |  |                                                                                                                                                                                                                                        
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|X |  | is the percentage of Eligible Liabilities (in excess of any stated
minimum) by reference to which The Chase Manhattan Bank (Chase) is
required under or pursuant to the Act to maintain cash ratio deposits
with the Bank of England;
| 
| 
| 
| 
|  |  |                                                                                                                                                                                                                                        
| 
| 
| 
| 
|L |  | is the rate of interest (exclusive of Euro-Currency Margin and
Mandatory Costs Rate) payable on that day on the related Eurocurrency
Loan or unpaid sum pursuant to this Agreement;                                                    
| 
| 
| 
| 
|  |  |                                                                                                                                                                                                                                        
| 
| 
| 
| 
|F |  | is the rate of charge payable by Chase to the FSA pursuant to the Fees
Regulations and expressed in pounds per £1 million of the Fees Base of
Chase;                                                                                   
| 
| 
| 
| 
|  |  |                                                                                                                                                                                                                                        
| 
| 
| 
| 
|S |  | is the level of interest-bearing Special Deposits, expressed as a
percentage of Eligible Liabilities, which Chase is required to
maintain by the Bank of England (or other United Kingdom governmental
authorities or agencies); and   
| 
| 
| 
| 
|  |  |                                                                                                                                                                                                                                        
| 
| 
| 
| 
|D |  | is the percentage rate per annum payable by the Bank of England to
Chase on Special Deposits.                                                                                                                                          



|   |  | (X, L, S and D are to be expressed in the formula as numbers and not as
percentages. A negative result obtained from subtracting D from L shall
be counted as zero.)                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Mandatory Costs Rate attributable to a Eurocurrency Loan or other sum
for any period shall be calculated at or about 11:00 A.M. (London time)
on the first day of such period for the duration of such period.                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |  | The determination of Mandatory Costs Rate by the Administrative Agent in
relation to any period shall, in the absence of manifest error, be
conclusive and binding on all parties hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|3. |  | Change of Requirements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | If there is any change in circumstance (including the imposition of
alternative or additional requirements) which in the reasonable opinion
of the Administrative Agent renders or will render the above formula (or
any element thereof, or any defined term used therein) inappropriate or
inapplicable, the Administrative Agent shall (with the written consent of
the Borrower Agent, which shall not be unreasonably withheld) be entitled
to vary the same. Any such variation shall, in the absence of manifest
error, be conclusive and binding on all parties and shall apply from the
date specified in such notice.





---



##### 



EXHIBIT E

AMERICAN STANDARD COMPANIES INC.

FINANCIAL OFFICERS COMPLIANCE CERTIFICATE

Reference is made to the Five-Year Credit Agreement dated as of November
6, 2001 (as amended, supplemented, waived or otherwise modified from time to
time, the Credit Agreement), among American Standard Companies Inc.
(Holdings), American Standard Inc., American Standard International Inc., the
Borrowing Subsidiaries, the Lenders from time to time party thereto, The Chase
Manhattan Bank, as Administrative Agent, Issuing Bank and Swingline Lender,
Chase Manhattan International Limited, as London Agent, Chase Manhattan
International Limited, as Italian Agent, Bank of America, N.A., Citibank, N.A.
and Deutsche Bank AG, as Co-Syndication Agents, and The Industrial Bank of
Japan Trust Company and Lloyds TSB Bank PLC, as Documentation Agents
(capitalized terms used herein have the meanings attributed thereto in the
Credit Agreement unless otherwise defined herein). Pursuant to Section 5.05 of
the Credit Agreement, the undersigned, in his/her capacity as a Financial
Officer of Holdings, certifies as follows:



| | 1. |  | [Attached hereto as Exhibit [A] is a true and complete copy of
Holdings audited consolidated balance sheet and related statements of
operations, stockholders equity and cash flows as of December 31, 200[    ],
setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Ernst & Young LLP or other
independent public accountants of recognized national standing (without a
going concern or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect
that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of
the Holdings and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied.]                                                                                                                                                                                                                                                                                                                            
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | [Attached hereto as Exhibit [B] is a true and complete copy of
Holdings consolidated balance sheet and related statements of
operations, stockholders equity and cash flows as of the end of and for
the immediately preceding fiscal quarter and the then elapsed portion of
the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of
the balance sheet, as of the end of) the previous fiscal year. These
present fairly in all material respects the financial condition and
results of operations of Holdings and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject
to normal year-end audit adjustments and the absence of footnotes.]                                                                                                                                                                                                                                                                                                                                                                                 
|
| | 3. |  | [Attached hereto as Exhibit [C] is a true and complete copy of (i) the
consolidating balance sheet of Holdings and its subsidiaries, (ii) the
related consolidating statements of income and retained earnings and cash
flows of Holdings and its subsidiaries for such fiscal quarter, (iii) the
consolidating balance sheet of the other subsidiaries and (iv) the
related consolidating statements of income and retained earnings and cash
flows of the other subsidiaries for such fiscal quarter in each case in
the form of Note 7 of Holdings Report on Form 10-Q for the fiscal quarter
ended June 30, 2001 and setting forth, in comparative form, the
corresponding amounts as of the end of and for the previous year, all in
reasonable detail and accompanied by a certificate of a Financial Officer
of Holdings to the effect that they fairly present the financial condition
of Holdings and its subsidiaries or the other subsidiaries, as the case
may be, as at the dates indicated and the results of their operations and
cash flows for the periods indicated based on Holdings or the other
subsidiaries normal accounting procedures.]
|
| | 4. |  | Except as otherwise disclosed to the Administrative Agent in writing
pursuant to the Credit Agreement, at no time during the period between [    ]
and [    ] (the Certificate Period) did a Default or an Event of Default
exist. (If unable to provide the foregoing certification, fully describe
the reasons therefor and circumstances thereof and any action taken or
proposed to be taken with respect thereto on Schedule A attached hereto.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | 5. |  | The following represent true and accurate calculations, as of the last
day of the Certificate Period, to be used to determine whether Holdings is
in compliance with the covenants set forth in Sections 6.01, 6.09 and 6.10
of the Credit Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



---



##### 







| | (i) |  | Consolidated Total Debt to Consolidated EBITDA ratio.
| | --- |  | -----------------------------------------------------

|                          |  |              
|------------------------- |  | -------------
|Consolidated Total Debt = |  | [    ]       
|                         
|                         
|                         
|                         
|Consolidated EBITDA=      |  | [    ]       
|                         
|                         
|                         
|                         
|Actual Ratio=             |  | [    ] to 1.0
|                         
|                         
|                         
|                         
|Required Ratio=           |  | [    ] to 1.0



| | (ii) |  | Consolidated Free Cash Flow to Consolidated Interest Expense ratio.
| | ---- |  | -------------------------------------------------------------------

|                               |  |              
|------------------------------ |  | -------------
|Consolidated Free Cash Flow=   |  | [    ]       
|                              
|                              
|                              
|                              
|Consolidated Interest Expense= |  | [    ]       
|                              
|                              
|                              
|                              
|Actual Ratio=                  |  | [    ] to 1.0
|                              
|                              
|                              
|                              
|Required Ratio=                |  | [    ] to 1.0



| | (iii) |  | Consolidated Net Tangible Assets.
| | ----- |  | ---------------------------------

|                       |  |       
|---------------------- |  | ------
|net aggregate assets = |  | [    ]



| | less |  | 
| | ---- |  | 

|                                         |  |       
|---------------------------------------- |  | ------
|net current liabilities =                |  | [    ]
|                                        
|                                        
|                                        
|                                        
|goodwill and other allowed intangibles = |  | [    ]
|                                        
|                                        
|                                        
|                                        
|Total=                                   |  | [    ]



| | 6. |  | Except as otherwise disclosed to the Administrative Agent in writing
pursuant to the Credit Agreement, at no time since the date of the audited
financial statements referred to in Section 3.04 of the Credit Agreement
has there been a change in GAAP or in the application thereof. (If unable
to provide the foregoing certification, fully describe the effect of such
change on the financial statements accompanying such certificate on
Schedule A attached hereto.)                                        
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 7. |  | Attached hereto as Exhibit [D] is a true and complete list [of the
Material Subsidiaries] [setting forth all changes during the Certificate
Period in the Subsidiaries constituting Material Subsidiaries]. Section
5.09 of the Credit Agreement has been complied with in all material
respects. (If unable to provide the foregoing certifications, fully
describe the reasons therefor and circumstances thereof and any action
taken or proposed to be taken with respect thereto on Schedule A attached
hereto.)

IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Financial
Officer, has executed this certificate for and on behalf of Holdings and has
caused this certificate to be delivered this      day of [    ].



| | AMERICAN STANDARD COMPANIES INC.,
| | ---------------------------------



| | By:
Name:
Title: Financial Officer
| | ----------------------------------





---



##### 



EXHIBIT F

PROMISSORY NOTE

New York, New York
[Date]

For value received, [NAME OF BORROWER], a [                 ] corporation
(theBorrower), promises to pay to the order of [name of Lender] (the
Lender) (i) the unpaid principal amount of each Loan made by the Lender to
the Borrower under the Credit Agreement referred to below, when and as due and
payable under the terms of the Credit Agreement, and (ii) interest on the
unpaid principal amount of each such Loan on the dates and at the rate or rates
provided for in the Credit Agreement. All such payments of principal and
interest shall be made in the currencies and to the accounts specified in the
Credit Agreement, in immediately available funds.

All Loans made by the Lender, and all repayments of the principal thereof,
shall be recorded by the Lender and, prior to any transfer hereof, appropriate
notations to evidence the foregoing information with respect to each such Loan
then outstanding shall be endorsed by the Lender on the schedule attached
hereto, or on a continuation of such schedule attached hereto and made a part
hereof; provided that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Credit Agreement.

This note is one of the promissory notes issued pursuant to the Five-Year
Credit Agreement dated as of November 6, 2001 (as amended, supplemented, waived
or otherwise modified from time to time, theCredit Agreement), among
American Standard Companies Inc., American Standard Inc., American Standard
International Inc., the Borrowing Subsidiaries, the Lenders from time to time
party thereto, The Chase Manhattan Bank, as Administrative Agent, Issuing Bank
and Swingline Lender, Chase Manhattan International Limited, as London Agent,
Chase Manhattan International Limited, as Italian Agent, Bank of America, N.A.,
Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents, and The
Industrial Bank of Japan Trust Company and Lloyds TSB Bank PLC, as
Documentation Agents. Terms defined in the Credit Agreement are used herein
with the same meanings. Reference is made to the Credit Agreement for
provisions for the mandatory and optional prepayment hereof and the
acceleration of the maturity hereof.



| | [NAME OF BORROWER],
| | -------------------



| | by
Name:
Title:
| | ---------------



---



##### 





SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

|     |  |                |  |                            |  |                          |  |                  
|---- |  | -------------- |  | -------------------------- |  | ------------------------ |  | -----------------
|Date |  | Amount
of
Loan |  | Amount of
Principal
Repaid |  | Unpaid
Principal
Balance |  | Notations
Made By
|     |  |                |  |                            |  |                          |  |                  





---



##### 



EXHIBIT G

[FORM OF]



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | SUBSIDIARY GUARANTEE AGREEMENT dated as of November 6,
2001, among each of the subsidiaries listed on Schedule I
hereto or becoming parties hereto as provided in Section 20
(collectively, the Guarantors) of AMERICAN STANDARD
COMPANIES INC., a Delaware corporation (Holdings), and
THE CHASE MANHATTAN BANK, as administrative agent (the
Administrative Agent) for the Lenders (as defined in the
Credit Agreement referred to below).

Reference is made to the Five-Year Credit Agreement dated as of November
6, 2001 (as amended, supplemented, waived or otherwise modified from time to
time, the Credit Agreement), among American Standard Companies Inc., American
Standard Inc., American Standard International Inc., the Borrowing Subsidiaries
from time to time party thereto, the Lenders from time to time party thereto,
The Chase Manhattan Bank, as Administrative Agent, Issuing Bank and Swingline
Lender, Chase Manhattan International Limited, as London Agent, Chase Manhattan
International Limited, as Italian Agent, Bank of America, N.A., Citibank, N.A.
and Deutsche Bank AG, as Co-Syndication Agents, and The Industrial Bank of
Japan Trust Company and Lloyds TSB Bank PLC, as Documentation Agents.
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Credit Agreement.

The Lenders have agreed to make Loans to the Borrowers, and the Issuing
Banks have agreed to issue Letters of Credit for the accounts of the Borrowers,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. Each of the Guarantors is a Subsidiary of Holdings and
acknowledges that it will derive substantial benefit from the making of the
Loans by the Lenders and the issuance of the Letters of Credit by the Issuing
Banks. The obligations of the Lenders to make Loans and of the Issuing Banks
to issue Letters of Credit are conditioned upon, among other things, the
execution and delivery by the Guarantors of a Subsidiary Guarantee Agreement in
the form hereof. As consideration therefor and in order to induce the Lenders
to make Loans and the Issuing Banks to issue Letters of Credit, the Guarantors
are willing to execute this Agreement.

Accordingly, the parties hereto agree as follows:

SECTION 1. Guarantee. (a) Subject to paragraph (b) of this Section, each
Guarantor unconditionally guarantees, jointly with the other Guarantors and
severally, as a primary obligor and not merely as a surety, (i) the due and
punctual payment by the Borrowers of (A) the principal of and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (B) each payment required to be made by any Borrower under this
Agreement in respect of any Letter of Credit when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral and (C) all other monetary obligations,
including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such
proceeding), of any Credit Party under this Agreement or any other Credit
Document and (ii) the due and punctual performance of all covenants,
agreements, obligations and liabilities of all Credit Parties under or pursuant
to the Credit Agreement and the other Credit Documents (all the monetary and
other obligations referred to in this paragraph being referred to collectively
as the Obligations).

(b) Notwithstanding the foregoing paragraph (a) or any other provision of
this Agreement, (i) no Guarantor that is a Non-US Subsidiary (a Non-US
Guarantor) will be liable as a guarantor hereunder for any Obligations of any
Credit Party that is a US Person and (ii) the guarantee of each Non-US
Guarantor will be further limited in the manner (if any) set forth with respect
to such Non-US Guarantor in Schedule II.

SECTION 2. Obligations Not Waived. To the fullest extent permitted by
applicable law, each Guarantor waives presentment to, demand of payment from
and protest to any of the Borrowers of any of the Obligations, and also waives
notice of acceptance of its guarantee and notice of protest for
nonpayment. To the fullest extent permitted by applicable law, the obligations
of each Guarantor hereunder shall not be affected by (a) the failure of the
Administrative Agent or any other Lender to assert any claim or demand or to
enforce or exercise any right or remedy against any Borrower or any other
Guarantor under the provisions of the Credit Agreement, any other Credit
Document or otherwise, (b) any extension, renewal or increase of or in any of
the Obligations, (c) any rescission, waiver, amendment or modification of, or
any release from, any of the terms or provisions of this Agreement, any other
Credit Document, any Guarantee or any other agreement or instrument, including
with respect to any other Guarantor under this Agreement,





---



##### 



2

(d)  the failure or
delay to perfect any security interest in, or the release of, any of the
security held by or on behalf of the Administrative Agent or any other Lender
or (e) the failure or delay of the Administrative Agent or any other Lender to
exercise any right or remedy against any other guarantor of the Obligations.

SECTION 3. Security. Each of the Guarantors authorizes the
Administrative Agent to (a) take and hold security for the payment of this
Guarantee and the Obligations and exchange, enforce, waive and release any such
security, (b) apply such security and direct the order or manner of sale
thereof as it in its sole discretion may determine and (c) release or
substitute any one or more endorsees, other guarantors or other obligors.

SECTION 4. Guarantee of Payment. Each Guarantor further agrees that its
guarantee constitutes a guarantee of payment when due and not of collection,
and waives any right to require that any resort be had by the Administrative
Agent or any other Lender to any security held for payment of the Obligations
or to any balance of any deposit account or credit on the books of the
Administrative Agent or any other Lender in favor of any Borrower or any other
person.

SECTION 5. No Discharge or Diminishment of Guarantee. The obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment
in full in cash of the Obligations), including any claim of waiver, release,
surrender, alteration or compromise of any of the Obligations, and shall not be
subject to any defense (other than a defense of payment) or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise. Without
limiting the generality of the foregoing, the obligations of each Guarantor
hereunder shall not be discharged or impaired or otherwise affected by the
failure of the Administrative Agent or any Lender to assert any claim or demand
or to enforce any remedy under the Credit Agreement, any other Credit Document
or any other agreement or instrument, by any waiver or modification of any
provision of any thereof, by any default, failure or delay, wilful or
otherwise, in the performance of the Obligations, or by any other act, omission
or delay to do any other act that may or might in any manner or to any extent
vary the risk of any Guarantor or that would otherwise operate as a discharge
of each Guarantor as a matter of law or equity (other than the indefeasible
payment in full in cash of all the Obligations) or that would impair or
eliminate any right of such Guarantor to subrogation.

SECTION 6. Defenses of Borrowers Waived. To the fullest extent permitted
by applicable law, each of the Guarantors waives any defense based on or
arising out of any defense of any Borrower or the unenforceability of the
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of any Borrower, other than the final and indefeasible payment
in full in cash of the Obligations. The Administrative Agent and the other
Lenders may, at their election, foreclose on any security held by one or more
of them by one or more judicial or nonjudicial sales, accept an assignment of
any such security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with any Borrower or any other
guarantor or exercise any other right or remedy available to them against any
Borrower or any other guarantor, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Obligations have
been fully, finally and indefeasibly paid in cash. Pursuant to applicable law,
each of the Guarantors waives any defense arising out of any such election even
though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy
of such Guarantor against any Borrower or any other Guarantor or guarantor, as
the case may be, or any security.

SECTION 7. Agreement to Pay; Subordination. In furtherance of the
foregoing and not in limitation of any other right that the Administrative
Agent or any other Lender has at law or in equity against any Guarantor by
virtue hereof, upon the failure of any Borrower or any other Credit Party to
pay any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Administrative
Agent or such other Lender as designated thereby in cash the amount of such
unpaid Obligations together with such further payments as may be required in
accordance with Section 2.18 of the Credit Agreement (which Section is
incorporated by reference herein and, as so incorporated, shall apply to
payments made by the Guarantors hereunder to the same extent as to payments
made by the Borrowers under the Credit Agreement). Each Guarantor further
agrees that if payment in respect of any Obligation shall be due in a currency
other than US Dollars and/or at a place of payment other than New York and if,
by reason of any legal prohibition, disruption of currency or foreign exchange
markets, war or civil disturbance or other event, payment of such Obligation in
such currency or at such place of payment shall be impossible or, in the
reasonable judgment of any Lender, Agent or Issuing Bank, not consistent with
the protection of its rights or interests, then, at the election of such
Lender, Agent or Issuing Bank, such





---



##### 



3

Guarantor shall make payment of such
Obligation in US Dollars (based upon the applicable Exchange Rate in effect on
the date of payment) and/or in New York, and shall indemnify such Lender, Agent
or Issuing Bank against any losses or expenses (including losses or expenses
resulting from fluctuations in exchange rates) that it shall sustain as a
result of such alternative payment. Upon payment by any Guarantor of any sums
to the Administrative Agent or any Lender as provided above, all rights of such
Guarantor against any Borrower arising as a result thereof by way of right of
subrogation, contribution, reimbursement, indemnity or otherwise shall in all
respects be subordinate and junior in right of payment to the prior
indefeasible payment in full in cash of all the Obligations. In addition, any
indebtedness of a Borrower now or hereafter held by any Guarantor is hereby
subordinated in right of payment to the prior payment in full of the
Obligations. If any amount shall erroneously be paid to any Guarantor on
account of (i) such subrogation, contribution, reimbursement, indemnity or
similar right or (ii) any such indebtedness of such Borrower, such amount shall
be held in trust for the benefit of the Lenders and shall forthwith be paid to
the Administrative Agent to be credited against the payment of the Obligations,
whether matured or unmatured, in accordance with the terms of the Credit
Documents.

SECTION 8. Information. Each of the Guarantors assumes all
responsibility for being and keeping itself informed of the Borrowers
financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Obligations and the nature, scope and extent of the
risks that such Guarantor assumes and incurs hereunder, and agrees that none of
the Administrative Agent or the other Lenders will have any duty to advise any
of the Guarantors of information known to it or any of them regarding such
circumstances or risks.

SECTION 9. Representations and Warranties. Each of the Guarantors
represents and warrants as to itself that all representations and warranties
relating to it and its subsidiaries contained in the Credit Agreement are true
and correct.

SECTION 10. Termination. (a) The Guarantees made hereunder (i) shall
terminate when all the Obligations have been indefeasibly paid in full and the
Lenders have no further commitment to lend under the Credit Agreement, the LC
Exposure has been reduced to zero and no Issuing Bank has any further
obligation to issue Letters of Credit under the Credit Agreement and (ii) shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Obligation is rescinded or must otherwise
be restored by any Lender or any Guarantor upon the bankruptcy or
reorganization of any Borrower, any Guarantor or otherwise.

(b) The Guarantees of the Guarantors hereunder shall also terminate at
the times and under the circumstances provided in Section 10.15 of the Credit
Agreement.

SECTION 11. Binding Effect; Several Agreement; Assignments. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of the Guarantors that are
contained in this Agreement shall bind and inure to the benefit of each party
hereto and their respective successors and assigns. This Agreement shall
become effective as to any Guarantor when a counterpart hereof (or an
Additional Guarantor Supplement) executed on behalf of such Guarantor shall
have been delivered to the Administrative Agent, and a counterpart hereof (or
of an Additional Guarantor Supplement) shall have been executed on behalf of
the Administrative Agent, and thereafter shall be binding upon such Guarantor
and the Administrative Agent and their respective successors and assigns, and
shall inure to the benefit of such Guarantor, the Administrative Agent and the
other Lenders, and their respective successors and assigns, except that no
Guarantor shall have the right to assign its rights or obligations hereunder or
any interest herein (and any such attempted assignment shall be void). This
Agreement shall be construed as a separate agreement with respect to each
Guarantor and may be amended, modified, supplemented, waived or released with
respect to any Guarantor without the approval of any other Guarantor and
without affecting the obligations of any other Guarantor hereunder.

SECTION 12. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent in exercising any power or right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a
right or power, preclude any other or further exercise thereof or the exercise
of any other right or power. The rights and remedies of the Administrative
Agent hereunder and of the other Lenders under the other Credit Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Guarantor therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
4given. No notice or demand on any Guarantor in any case shall entitle such
Guarantor to any other or further notice or demand in similar or other
circumstances.(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to a written agreement entered into between
the Guarantors with respect to which such waiver, amendment or modification
relates and the Administrative Agent, with the prior written consent of the
Required Lenders (except as otherwise provided in the Credit Agreement).SECTION 13. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.SECTION 14. Notices. All communications and notices hereunder shall be
in writing and given as provided in Section 10.01 of the Credit Agreement. All
communications and notices hereunder to each Guarantor shall be given to it in
care of The Borrower Agent.SECTION 15. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by the Guarantors herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Credit Document shall be considered
to have been relied upon by the Administrative Agent and the other Lenders and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Banks regardless of any investigation made by
the Lenders or on their behalf, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any other fee
or amount payable under this Agreement or any other Credit Document is
outstanding and unpaid or the LC Exposure does not equal zero and as long as
the Commitments and the obligations of the Issuing Banks to issue Letters of
Credit have not expired or been terminated.(b) In the event any one or more of the provisions contained in this
Agreement or in any other Credit Document should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.SECTION 16. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective
as provided in Section 11. Delivery of an executed signature page to this
Agreement by fax transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement.SECTION 17. Rules of Interpretation. The rules of interpretation
specified in Sections 1.02 through 1.05 of the Credit Agreement shall be
applicable to this Agreement.SECTION 18. Jurisdiction; Consent to Service of Process. (a) Each
Guarantor 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 other Credit Documents, 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 such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that
the Administrative Agent or any other Lender may otherwise have to bring any
action or proceeding relating to this Agreement or the other Credit Documents
against any Guarantor or its properties in the courts of any jurisdiction.(b) Each Guarantor hereby 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 other Credit Documents in
any New York State or Federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest5extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 14. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.SECTION 19. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS APPLICABLE, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.SECTION 20. Additional Guarantors. Pursuant to Section 5.08 of the
Credit Agreement, each Material Subsidiary of Holdings (other than the Company
and ASII) that is not a Guarantor hereunder is required to enter into this
Agreement as a Guarantor. Upon execution and delivery after the date hereof by
the Administrative Agent and any Subsidiary of an instrument in the form of
Annex 1 (an Additional Guarantor Supplement), such Subsidiary shall become a
Guarantor hereunder with the same force and effect as if originally named as a
Guarantor herein. The execution and delivery of any Additional Guarantor
Supplement adding an additional Guarantor as a party to this Agreement shall
not require the consent of any other Guarantor hereunder. The rights and
obligations of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this Agreement.SECTION 21. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender 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 to or for the
credit or the account of any Guarantor against any or all the obligations of
such Guarantor now or hereafter existing under this Agreement and the other
Credit Documents held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement or any other Credit
Document and
although such obligations may be unmatured. The rights of each Lender under
this Section 21 are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.6IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.AMERICAN STANDARD ITALIA SRL,by:
Name:
Title:WABCO STANDARD TRANE BV,by:
Name:
Title:A-S DEUTSCHLAND GMBH,by:
Name:
Title:AMERICAN STANDARD (UK) CO.,by:
Name:
Title:WABCO STANDARD GMBH,by:
Name:
Title:WABCO STD. FRENCH HOLDINGS SARL,by:
Name:
Title:AMERICAN STANDARD EUROPE BV,by:
Name
Title:7AMERICAN STANDARD PLUMBING
(UK) LTD.,by:
Name:
Title:IDEAL STANDARD LTD.,by:
Name:
Title::TRANE EXPORT LLC ,by:
Name:
Title:WABCO AUTOMOTIVE BV ,by:
Name:
Title:WABCO AUTOMOTIVE HOLDINGS
INC.,by:
Name:
Title:WABCO EUROPE BV ,by:
Name:
Title:WABCO FAHRZEUGSYSTEME GMBH,
by:
Name:
Title:WABCO GMBH ,8by:
Name:
Title:WABCO GMBH & CO. OHG,by:
Name:
Title:THE CHASE MANHATTAN BANK, as
Administrative Agent,by:
Name:
Title:Schedule I to the
Subsidiary Guarantee AgreementGuarantorsAmerican Standard Italia S.r.L.
American Standard (UK) Co.
American Standard Europe BV
American Standard Plumbing (UK) Ltd.
A-S Deutschland GmbH
Ideal Standard Ltd.
Trane Export LLC
WABCO Automotive BV
WABCO Automotive Holdings Inc.
WABCO Europe BV
WABCO Fahrzeugsysteme GmbH
WABCO GmbH
WABCO GmbH & Co. OHG
WABCO Standard Trane BV
WABCO Standard French Holdings SARL
WABCO Standard GmbHSchedule II to the
Subsidiary Guarantee AgreementLimitations on Obligations of Non-US GuarantorsNo Non-US Guarantor shall be a guarantor under the Subsidiary Guarantee
Agreement for any Obligations of any Non-US Subsidiary if the guarantee of such
Obligations of such Non-US Subsidiary by such Non-US Guarantor would result in
(A) any violation of any applicable law or any joint venture or similar
agreement with any Person other than Holdings or a Subsidiary, (B) any
liability on the part of the officers, directors or employees of such Non-US
Guarantor, or (C) any adverse tax consequences for Holdings or any of its
Subsidiaries.Based on the foregoing, unless written notice amending Schedule II is delivered
to the Administrative Agent hereafter, no Non-US Guarantor is guaranteeing the
Obligations of any other Non-US Subsidiary other than its own subsidiaries,
and, in any event, only in excess of its stated capital.Annex 1 to the
Subsidiary Guarantee AgreementSUPPLEMENT
NO.         dated as of                    , to the
Subsidiary Guarantee Agreement dated as of November 6,
2001, among each of the subsidiaries listed on Schedule I
thereto (collectively, the Guarantors) of AMERICAN
STANDARD COMPANIES INC., a Delaware corporation
(Holdings), and THE CHASE MANHATTAN BANK, as
administrative agent (the Administrative Agent) for the
Lenders (as defined in the Credit Agreement referred to
below).A. Reference is made to (a) the Five-Year Credit Agreement dated as of
November 6, 2001 (as amended, supplemented, waived or otherwise modified from
time to time, the Credit Agreement), among American Standard Companies Inc.,
American Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries from time to time party thereto, the Lenders from time to time
party thereto, The Chase Manhattan Bank, as Administrative Agent, Issuing Bank
and Swingline Lender, Chase Manhattan International Limited, as London Agent,
Chase Manhattan International Limited, as Italian Agent, Bank of America, N.A.,
Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents, and The
Industrial Bank of Japan Trust Company and Lloyds TSB Bank PLC, as
Documentation Agents and (b) the Subsidiary Guarantee Agreement dated as of
November 6, 2001, among the Guarantors and the Administrative
Agent (the Guarantee Agreement).B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Guarantee Agreement and the
Credit Agreement.C. The Guarantors have entered into the Guarantee Agreement in order to
induce the Lenders to make Loans and the Issuing Banks to issue Letters of
Credit. Pursuant to Section 5.08 of the Credit Agreement, each Material
Subsidiary of Holdings (other than the Company and ASII) that is not a party to
the Guarantee Agreement is required to enter into the Guarantee Agreement as a
Guarantor. Section 20 of the Guarantee Agreement provides that additional
Subsidiaries of Holdings may become Guarantors under the Guarantee Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary of Holdings (the New Guarantor) is executing this
Supplement in accordance with the requirements of the Credit Agreement to
become a Guarantor under the Guarantee Agreement in order to induce the Lenders
to make additional Loans and the Issuing Banks to issue additional Letters of
Credit and as consideration for Loans previously made and Letters of Credit
previously issued.Accordingly, the Administrative Agent and the New Guarantor agree as
follows:SECTION 1. In accordance with Section 20 of the Guarantee Agreement, the
New Guarantor by its signature below becomes a Guarantor under the Guarantee
Agreement with the same force and effect as if originally named therein as a
Guarantor and the New Guarantor hereby (a) agrees to all the terms and
provisions of the Guarantee Agreement applicable to it as a Guarantor
thereunder and (b) represents and warrants that the representations and
warranties made by it as a Guarantor thereunder are true and correct on and as
of the date hereof. Each reference to a Guarantor in the Guarantee Agreement
shall be deemed to include the New Guarantor. The Guarantee Agreement is
hereby incorporated herein by reference.SECTION 2. The New Guarantor represents and warrants to the
Administrative Agent and the other Lenders that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.SECTION 3. This Supplement may be executed in counterparts, each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract. This
Supplement shall become effective when the Administrative Agent shall have
received counterparts of this Supplement that, when taken together, bear the
signatures of the New Guarantor and the Administrative Agent. Delivery of an
executed signature page to this Supplement by fax transmission shall be as
effective as delivery of a manually executed counterpart of this Supplement.SECTION 4. Except as expressly supplemented hereby, the Guarantee
Agreement shall remain in full force and effect.SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.SECTION 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining2provisions contained
herein and in the Guarantee Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.SECTION 7. All communications and notices hereunder shall be in writing
and given as provided in Section 14 of the Guarantee Agreement. All
communications and notices hereunder to the New Guarantor shall be given to it
at the address set forth under its signature below, with a copy to the Borrower
Agent.SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent
for its out-of-pocket expenses in connection with this Supplement, including
the fees, disbursements and other charges of counsel for the Administrative
Agent.IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have
duly executed this Supplement to the Guarantee Agreement as of the day and year
first above written.[Name Of New Guarantor],by:
Name:
Title:
Address:THE CHASE MANHATTAN BANK, as
Administrative Agent,by:
Name:
Title:EXHIBIT H[FORM OF]INDEMNITY, SUBROGATION and CONTRIBUTION
AGREEMENT dated as of November 6, 2001, among AMERICAN
STANDARD COMPANIES INC. (Holdings); AMERICAN STANDARD
INC. and AMERICAN STANDARD INTERNATIONAL INC.(collectively,
the Borrowers); each of the subsidiaries listed on Schedule I hereto
(collectively, the Guarantors) of American Standard Companies Inc; and
THE CHASE MANHATTAN BANK, as administrative agent (the
Administrative Agent) for the Lenders (as defined in the Credit Agreement
referred to below).Reference is made to (a) Five-Year Credit Agreement dated as of November 6, 2001 (as
amended, supplemented, waived or otherwise modified from time to time, the Credit Agreement), among
American Standard Companies Inc., American Standard Inc., American Standard International Inc., the
Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, The Chase
Manhattan Bank, as Administrative Agent, Issuing Bank and Swingline Lender, Chase Manhattan International
Limited, as London Agent, Chase Manhattan International Limited, as Italian Agent, Bank of America, N.A.,
Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents, and The Industrial Bank of Japan Trust
Company and Lloyds TSB Bank PLC, as Documentation Agents and (b) the Subsidiary Guarantee Agreement
dated as of November 6, 2001, among the Guarantors and the Administrative Agent (the Guarantee
Agreement). Capitalized terms used and not defined herein shall have the meanings assigned to such terms
in the Credit Agreement.The Lenders have agreed to make Loans to the Borrowers, and the Issuing Banks have agreed
to issue Letters of Credit for the account of the Borrowers, pursuant to, and upon the terms and subject to the
conditions specified in, the Credit Agreement. The Guarantors have guaranteed such Loans and the other
Obligations (as defined in the Guarantee Agreement) of the Credit Parties under the Credit Agreement and
other Credit Parties pursuant to the Guarantee Agreement. The obligations of the Lenders to make Loans and
of the Issuing Banks to issue Letters of Credit are conditioned upon, among other things, the execution and
delivery by Holdings, the Borrowers and the Guarantors of an agreement in the form hereof.Accordingly, Holdings, the Borrowers, each Guarantor and the Administrative Agent agree
as follows:SECTION 1. Indemnity and Subrogation. In addition to all such rights of indemnity and
subrogation as the Guarantors may have under applicable law (but subject to Section 3), Holdings and each
Borrower agrees that in the event a payment shall be made by any Guarantor under the Guarantee Agreement,
Holdings and each Borrower shall be jointly and severally liable to indemnify such Guarantor for the full
amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such
payment shall have been made to the extent of such payment.SECTION 2. Contribution and Subrogation. Each Guarantor (a Contributing Guarantor)
agrees (subject to Section 3) that, in the event a payment shall be made by any other Guarantor under the
Guarantee Agreement to satisfy a claim of the Administrative Agent or any Lender and such other Guarantor
(the Claiming Guarantor) shall not have been fully indemnified by Holdings and the Borrowers as provided
in Section 1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the
amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the
Contributing Guarantor on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant
to Section 12, the date of the Supplement hereto executed and delivered by such Guarantor) and the
denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any
Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and
delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor
pursuant to this Section 2 shall be subrogated to the rights of such Claiming Guarantor under Section 1 to the
extent of such payment.SECTION 3. Subordination. Notwithstanding any provision of this Agreement to the
contrary, all rights of the Guarantors under Sections 1 and 2 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full
in cash of the Obligations. No failure on the part of Holdings, any Borrower or any Guarantor to make the payments required by Sections 1 and 2 (or any other payments required under applicable law or otherwise) shall
in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder,
and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.2SECTION 4. Termination. This Agreement shall survive and be in full force and effect so
long as any Obligation is outstanding and has not been indefeasibly paid in full in cash, and so long as the LC
Exposure has not been reduced to zero or any of the Commitments under the Credit Agreement have not been
terminated, and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or
any other Lender or any Guarantor upon the bankruptcy or reorganization of Holdings, any Borrower, any
Guarantor or otherwise.SECTION 5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.SECTION 6. No Waiver; Amendment. (a) No failure on the part of the Administrative
Agent or any Guarantor to exercise, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by the
Administrative Agent or any Guarantor preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law. None of the Administrative Agent and the Guarantors shall be deemed to have
waived any rights hereunder unless such waiver shall be in writing and signed by such parties.(b) Neither this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to a written agreement entered into between the Borrowers, the Guarantors and the
Administrative Agent, with the prior written consent of the Required Lenders (except as otherwise provided
in the Credit Agreement).SECTION 7. Notices. All communications and notices hereunder shall be in writing and
given as provided in the Guarantee Agreement and addressed as specified therein.SECTION 8. Binding Agreement; Assignments. Whenever in this Agreement any of the
parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party;
and all covenants, promises and agreements by or on behalf of the parties that are contained in this Agreement
shall bind and inure to the benefit of their respective successors and assigns. No Borrower or Guarantor may
assign or transfer any of its rights or obligations hereunder (and any such attempted assignment or transfer shall
be void) without the prior written consent of the Required Lenders. Notwithstanding the foregoing, at the time
any Guarantor is released from its obligations under the Guarantee Agreement in accordance with such
Guarantee Agreement and the Credit Agreement, such Guarantor will cease to have any rights or obligations
under this Agreement.SECTION 9. Survival of Agreement; Severability. (a) All covenants and agreements made
by each Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered
in connection with this Agreement or the other Credit Documents shall be considered to have been relied upon
by the Administrative Agent, the other Lender and each Guarantor and shall survive the making by the Lenders
of the Loans and the issuance of the Letters of Credit by the Issuing Banks, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under
the Credit Agreement or this Agreement or under any of the other Credit Documents is outstanding and unpaid
or the LC Exposure does not equal zero and as long as the Commitments and the obligations of the Issuing
Banks to issue Letters of Credit have not expired or been terminated.(b) In case any one or more of the provisions contained in this Agreement should be held
invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision
for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.SECTION 10. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement shall be effective with respect to any
Guarantor when a counterpart bearing the signature of such Guarantor shall have been delivered to the3Administrative Agent. Delivery of an executed signature page to this Agreement by fax transmission shall be
as effective as delivery of a manually signed counterpart of this Agreement.SECTION 11. Rules of Interpretation. The rules of interpretation specified in Sections 1.02
to 1.05 of the Credit Agreement shall be applicable to this Agreement.SECTION 12. Additional Guarantors. Pursuant to Section 5.08 of the Credit Agreement,
each Material Subsidiary (other than the Company and ASII) is required to enter into this Agreement as a
Guarantor. Upon execution and delivery, after the date hereof, by the Administrative Agent and such a Subsidiary
of an instrument in the form of Annex 1 hereto, such Subsidiary shall become a Guarantor hereunder
with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery
of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of
any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.4IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the date first appearing above.

| |  |                                  |  |             
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| |  | AMERICAN STANDARD ITALIA SRL,   
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| |  | by:                              |  |             
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Title:
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| |  | WABCO STANDARD TRANE BV,        
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Title:
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| |  | A-S DEUTSCHLAND GMBH,           
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Title:
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| |  | AMERICAN STANDARD (UK) CO.,     
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| |  | by:                              |  |             
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| |  |                                  |  | Name:
Title:
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| |  | WABCO STANDARD GMBH,            
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| |  |                                  |  | Name:
Title:
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| |  | WABCO STD. FRENCH HOLDINGS
SARL,
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| |  |                                  |  |             
|
|
|
|
| |  | by:                              |  |             
| |  |                                  |  |             
| |  |                                  |  | Name:
Title:





---



##### 



5

| |  |                                       |  |             
| |  | ------------------------------------- |  | ------------
| |  | AMERICAN STANDARD EUROPE BV,         
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | by:                                   |  |             
| |  |                                       |  |             
| |  |                                       |  | Name:       
|
|
|
|
| |  |                                       |  | Title:      
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | AMERICAN STANDARD PLUMBING
(UK) LTD.,
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | by:                                   |  |             
| |  |                                       |  |             
| |  |                                       |  | Name:       
|
|
|
|
| |  |                                       |  | Title:      
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | IDEAL STANDARD LTD.,                 
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | by:                                   |  |             
| |  |                                       |  |             
| |  |                                       |  | Name:
Title:
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | TRANE EXPORT LLC ,                   
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | by:                                   |  |             
| |  |                                       |  |             
| |  |                                       |  | Name:
Title:
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | WABCO AUTOMOTIVE BV ,                
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | by:                                   |  |             
| |  |                                       |  |             
| |  |                                       |  | Name:
Title:
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | WABCO AUTOMOTIVE HOLDINGS
INC.,      
|
|
|
|
| |  |                                       |  |             
|
|
|
|
| |  | by:                                   |  |             
| |  |                                       |  |             
| |  |                                       |  | Name:
Title:





---



##### 



6

| |  |                                                    |  |             
| |  | -------------------------------------------------- |  | ------------
| |  | WABCO EUROPE BV ,                                 
|
|
|
|
| |  |                                                    |  |             
|
|
|
|
| |  | by:                                                |  |             
| |  |                                                    |  |             
| |  |                                                    |  | Name:
Title:
|
|
|
|
| |  |                                                    |  |             
|
|
|
|
| |  | WABCO FAHRZEUGSYSTEME GMBH,                       
|
|
|
|
| |  |                                                    |  |             
|
|
|
|
| |  | by:                                                |  |             
| |  |                                                    |  |             
| |  |                                                    |  | Name:
Title:
|
|
|
|
| |  |                                                    |  |             
|
|
|
|
| |  | WABCO GMBH ,                                      
|
|
|
|
| |  |                                                    |  |             
|
|
|
|
| |  | by:                                                |  |             
| |  |                                                    |  |             
| |  |                                                    |  | Name:
Title:
|
|
|
|
| |  |                                                    |  |             
|
|
|
|
| |  | WABCO GMBH & CO. OHG,                             
|
|
|
|
| |  |                                                    |  |             
|
|
|
|
| |  | by:                                                |  |             
| |  |                                                    |  |             
| |  |                                                    |  | Name:
Title:
|
|
|
|
| |  |                                                    |  |             
|
|
|
|
| |  | THE CHASE MANHATTAN BANK, as
Administrative Agent,
|
|
|
|
| |  |                                                    |  |             
|
|
|
|
| |  | by:                                                |  |             
| |  |                                                    |  |             
| |  |                                                    |  | Name:
Title:





---



##### 



7

SCHEDULE I
to the Indemnity Subrogation
and Contribution Agreement

Guarantors

Name

American Standard Italia S.r.L.
American Standard (UK) Co.
American Standard Europe BV
American Standard Plumbing (UK) Ltd.
A-S Deutschland GmbH
Ideal Standard Ltd.
Trane Export LLC
WABCO Automotive BV
WABCO Automotive Holdings Inc.
WABCO Europe BV
WABCO Fahrzeugsysteme GmbH
WABCO GmbH
WABCO GmbH & Co. OHG
WABCO Standard Trane BV
WABCO Standard French Holdings SARL
WABCO Standard GmbH





---



##### 



1

Annex 1 to
the Indemnity, Subrogation and
Contribution Agreement



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | SUPPLEMENT NO.       dated as of [                       ], to the Indemnity,
Subrogation and Contribution Agreement dated as of November 6, 2001 (as the
same may be amended, supplemented or otherwise modified from time to time, the
Indemnity, Subrogation and Contribution Agreement), among AMERICAN
STANDARD COMPANIES INC. (Holdings); AMERICAN STANDARD INC.
and AMERICAN STANDARD INTERNATIONAL INC. (collectively, the
Borrowers); each of the subsidiaries listed on Schedule I hereto (collectively, the
Guarantors) of American Standard Companies Inc; and THE CHASE
MANHATTAN BANK, as administrative agent (the Administrative Agent) for
the Lenders (as defined in the Credit Agreement referred to below).

A. Reference is made to (a) the Five-Year Credit Agreement dated as of November 6, 2001 (as
amended, supplemented, waived or otherwise modified from time to time, the Credit Agreement), among
Holdings, American Standard Inc., American Standard International Inc., the Borrowing Subsidiaries, the Lenders
from time to time party thereto, The Chase Manhattan Bank, as Administrative Agent, Chase Manhattan
International Limited, as London Agent, [Chase Manhattan International Limited], as Italian Agent, Bank of
America, N.A., Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents, and The Industrial Bank of
Japan Trust Company and Lloyds TSB Bank PLC, as Documentation Agents, and (b) the Indemnity, Subrogation
and Contribution Agreement dated as of November 6, 2001, among the Guarantors and the Administrative Agent
(the Indemnity, Subrogation and Contribution Agreement).

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Indemnity, Subrogation and Contribution Agreement and the Credit Agreement.

C. The Borrowers and the Guarantors have entered into the Indemnity, Subrogation and
Contribution Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of
Credit. Pursuant to Section 5.08 of the Credit Agreement, each Material Subsidiary (other than the Company and
ASII) is required to enter into the Indemnity, Subrogation and Contribution Agreement as a Guarantor. Section 12
of the Indemnity, Subrogation and Contribution Agreement provides that additional Subsidiaries of Holdings may
become Guarantors under the Indemnity, Subrogation and Contribution Agreement by execution and delivery of
an instrument in the form of this Supplement. The undersigned Subsidiary of Holdings (the New Guarantor) is
executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor
under the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make additional
Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made
and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. In accordance with Section 12 of the Indemnity, Subrogation and Contribution
Agreement, the New Guarantor by its signature below becomes a Guarantor under the Indemnity, Subrogation and
Contribution Agreement with the same force and effect as if originally named therein as a Guarantor and the New
Guarantor hereby agrees to all the terms and provisions of the Indemnity, Subrogation and Contribution Agreement
applicable to it as a Guarantor thereunder. Each reference to a Guarantor in the Indemnity, Subrogation and
Contribution Agreement shall be deemed to include the New Guarantor. The Indemnity, Subrogation and
Contribution Agreement is hereby incorporated herein by reference.

SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the
other Lenders that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Supplement shall become effective when the Administrative Agent shall have
received counterparts of this Supplement that, when taken together,
bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be
as effective as delivery of a manually signed counterpart of this Supplement.





---



##### 



2

SECTION 4. Except as expressly supplemented hereby, the Indemnity, Subrogation and
Contribution Agreement shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such
provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and
enforceability of the remaining provisions contained herein and in the Indemnity, Subrogation and Contribution
Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 7 of the Indemnity, Subrogation and Contribution Agreement. All communications and notices
hereunder to the New Guarantor shall be given to it at the address set forth under its signature.

SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed
this Supplement to the Indemnity, Subrogation and Contribution Agreement as of the day and year first above
written.

| |  |                                                    |  |             
| |  | -------------------------------------------------- |  | ------------
| |  | [Name Of New Guarantor],                          
|
|
|
|
| |  | by:                                                |  |             
| |  |                                                    |  |             
| |  |                                                    |  | Name:
Title:
|
|
|
|
| |  |                                                    |  | Address:    
|
|
|
|
| |  |                                                    |  |             
|
|
|
|
| |  | THE
CHASE MANHATTAN BANK, as Administrative Agent,
|
|
|
|
| |  | by:                                                |  |             
| |  |                                                    |  |             
| |  |                                                    |  | Name:
Title:





---



##### 



3

Guarantors

SCHEDULE I


to Supplement No.___ to the Indemnity


Subrogation and Contribution Agreement




Name





---



##### 



Schedule 1.01A  Approved Issuing Bank Affiliates

Chase Manhattan Bank USA, N.A.
Credit Admin. & Trade Finance
500 Stanton Christiana Road, 2OPS/ 3rd Floor
Newark Delaware, Delaware 19801

|         |  |                             
|-------- |  | ----------------------------
|Contact: |  | Mike Handago, Vice President
|        
|        
|        
|        
|Tel:     |  | (302) 634-3195              
|        
|        
|        
|        
|Fax:     |  | (302) 634-3220              





---



##### 



Schedule 1.01B Initial Material Subsidiaries

Borrowers/Material Subs
American Standard Companies Inc.
American Standard Inc.
American Standard International Inc.
American Standard Italia S.r.L.
American Standard (UK) Co.
WABCO Standard Trane BV
A-S Deutschland GmbH
WABCO Standard GmbH
WABCO Standard French Holdings SARL

Guarantors/Material Subs
Trane Export LLC
WABCO GmbH & Co. OHG
American Standard Plumbing (UK) Ltd.

Guarantors/Subsidiaries that hold Equity in
Material Subs
WABCO Automotive Holdings Inc.
WABCO Fahrzeugsysteme GmbH
WABCO GmbH
WABCO Automotive BV
WABCO Europe BV
American Standard Europe BV
Ideal Standard Ltd.





---



##### 



Schedule 3.06 Litigation

[Nothing to disclose]





---



##### 



Schedule 3.10
Environmental

[Nothing to disclose]





---



##### 



Schedule 6.02 Existing
Liens

[Nothing to disclose.]





---



##### 



Schedule 6.03 Existing Sale
Leaseback Transactions

On March 29, 2001 American Standard Inc. entered into a sale and lease back arrangement of
its interest in a corporate center located at One Centennial Avenue, Piscataway, New Jersey
for US $22,000,000.00 with CRIC, Inc.

On June 28, 2001 Wabco France SNC entered into a sale and lease back arrangement of its
land and building located in Claye-Sauilly, France for FF 46,000,000.00 (US $5,950,000.00)
with CMCIC Lease SA and Natexis Bail SA.





---



##### 



Schedule 2.01

American Standard
Lenders and Commitments
Five-Year Credit Agreement

|                                                     |  |             |               |                 |  |   |               | 
|---------------------------------------------------- |  | ----------- | ------------- | --------------- |  | - | ------------- | 
|Lender                                               |  | Commitments
|                                                     |  |            
|                                                     |  | US Tranche  |               | Italian Tranche
|                                                     |  | Commitments |               | Commitments    
|                                                     |  |             |               |                
|The Chase Manhattan Bank                             |  | $           | 0.00          |                 |  | $ | 73,076,923.08 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Bank of America, N.A.                                |  | $           | 63,076,923.08 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|The Industrial Bank of Japan
Trust Company           |  | $           | 63,076,923.08 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|Deutsche Bank AG, New York
Branch                    |  | $           | 63,076,923.08 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|Lloyds TSB Bank PLC                                  |  | $           | 63,076,923.08 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|Citibank, N.A.                                       |  | $           | 0.00          |                 |  | $ | 63,076,923.08 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Fleet National Bank                                  |  | $           | 53,846,153.85 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|The Bank of Nova Scotia                              |  | $           | 53,846,153.85 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|ABN AMRO Bank N.V.                                   |  | $           | 46,153,846.15 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|BNP Paribas                                          |  | $           | 46,153,846.15 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|Credit Industriel et Commercial                      |  | $           | 38,461,538.46 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|The Bank of New York                                 |  | $           | 38,461,538.46 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|Bank of Tokyo-Mitsubishi Trust
Company               |  | $           | 38,461,538.46 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|Barclays Bank PLC                                    |  | $           | 38,461,538.46 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|HSBC Bank USA                                        |  | $           | 38,461,538.46 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|Credit Agricole Indosuez                             |  | $           | 38,461,538.46 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|Credit Lyonnais New York Branch                      |  | $           | 38,461,538.46 |                 |  |   |               | 
|                                                    
|                                                    
|                                                    
|                                                    
|Bayerische Hypo- und
Vereinsbank AG, New York
Branch |  | $           | 30,769,230.77 |                 |  |   |               | 





---



##### 



|                                                  |  |             |                |                 |  |   |                | 
|------------------------------------------------- |  | ----------- | -------------- | --------------- |  | - | -------------- | 
|Lender                                            |  | Commitments
|                                                  |  |            
|                                                  |  | US Tranche  |                | Italian Tranche
|                                                  |  | Commitments |                | Commitments    
|                                                  |  |             |                |                
|                                                 
|                                                 
|                                                 
|                                                 
|Natexis Banques Populaires                        |  | $           | 19,230,769.23  |                 |  |   |                | 
|                                                 
|                                                 
|                                                 
|                                                 
|PB Capital Corporation                            |  | $           | 19,230,769.23  |                 |  |   |                | 
|                                                 
|                                                 
|                                                 
|                                                 
|Firstar Bank, NA                                  |  | $           | 19,230,769.23  |                 |  |   |                | 
|                                                 
|                                                 
|                                                 
|                                                 
|Societe Generale                                  |  | $           | 19,230,769.23  |                 |  |   |                | 
|                                                 
|                                                 
|                                                 
|                                                 
|Banca Nazionale del Lavoro
S.p.A.-New York Branch |  | $           | 0.00           |                 |  | $ | 15,384,615.38  | 
|                                                 
|                                                 
|                                                 
|                                                 
|Allied Irish Bank, PLC                            |  | $           | 11,538,461.54  |                 |  |   |                | 
|                                                 
|                                                 
|                                                 
|                                                 
|IntesaBCI, New York Branch                        |  | $           | 0.00           |                 |  | $ | 7,692,307.69   | 
|                                                 
|                                                 
|                                                 
|                                                 
|Total                                             |  | $           | 840,769,230.77 |                 |  | $ | 159,230,769.23 | 
|                                                  |  |             |                |                 |  |   |                | 





---



##### 



Schedule 2.18  Payment Instructions

US Tranche and Swingline Borrowings denominated in US$



| | The Chase Manhattan Bank
New York, NY 10017
ABA#: 021000021
Credit: American Standard, Inc.
Account#: 144081727
| | ---------------------------------------------------------------------------------------------------------------

Italian Tranche Borrowings

To an account or accounts to be designated by the Italian Agent.

Other Borrowings in Designated Foreign Currencies

To an account or accounts to be designated by the applicable Agent.





---



##### 



SCHEDULE 2:05(J) EXISTING LETTERS OF CREDIT AS OF SEPTEMBER 30, 2001

|   |  |                            |  |        |                |     |  |                 |  |                                    |  |                  |          |  |  |  |  |  |  | 
|-- |  | -------------------------- |  | ------ | -------------- | --- |  | --------------- |  | ---------------------------------- |  | ---------------- | -------- |  |  |  |  |  |  | 
|   |  | L/C NO.                    |  | AMOUNT |                | DIV |  | BENEFICIARY     |  | MATURITY DATE                     
|   |  |                            |  |        |                |     |  |                 |  |                                   
|P  |  | 200131 - EU 306,775        |  |        | 293,276.90     |     |  | WABCO BV        |  | DRESDNER BK, GERMANY               |  | Evergreen clause
|  
|  
|  
|  
|P  |  | P201259                    |  |        | 1,925,000.00   |     |  | AMSTAN          |  | US FIDELITY & GUARANTY CO          |  | Evergreen clause
|  
|  
|  
|  
|SB |  | 203934 - DM 1,000,000      |  |        | 488,500.00     |     |  | WABCO BV        |  | DRESDNER BK, GERMANY               |  | Evergreen clause
|  
|  
|  
|  
|P  |  | 205966 = DM 2,500,000      |  |        | 1,221,250.00   |     |  | WABCO BV        |  | DRESDNER BK, GERMANY               |  | Evergreen clause
|  
|  
|  
|  
|P  |  | 207753                     |  |        | 5,000,000.00   |     |  | STD TRANE INS   |  | VERMONT COMM OF INSURANCE          |  | Evergreen clause
|  
|  
|  
|  
|P  |  | 209085                     |  |        | 7,780,884.00   |     |  | STD TRANE INS   |  | VIRGINIA SURETY INS CO             |  | Evergreen clause
|  
|  
|  
|  
|P  |  | 212884 DM 2,500,000        |  |        | 1,221,250.00   |     |  | WABCO STD GMBH  |  | DRESDNER BK                        |  | Evergreen clause
|  
|  
|  
|  
|P  |  | 216549                     |  |        | 120,000.00     |     |  | TCS             |  | NOESCO LLC                         |  |                  | 11/26/02 | 
|  
|  
|  
|  
|P  |  | 217056 = DM 1,000,000      |  |        | 480,500.00     |     |  | WABCO GMBH      |  | DRESDNER BK                        |  | Evergreen clause
|  
|  
|  
|  
|T  |  | 217538                     |  |        | 297,300.00     |     |  | CORP            |  | CA DEPT OF HEALTH                  |  | Evergreen clause
|  
|  
|  
|  
|T  |  | 220911                     |  |        | 185,553.00     |     |  | AMERICAS        |  | NJDEPE                             |  | Evergreen clause
|  
|  
|  
|  
|T  |  | 255097                     |  |        | 673,970.00     |     |  | CORP            |  | CA  DEPT/HEALTH                    |  | Evergreen clause
|  
|  
|  
|  
|P  |  | 293315 - EU 460,162        |  |        | 439,915.53     |     |  | WABCO BV        |  | SPARKASSE NEUS, GERMANY            |  | Evergreen clause
|  
|  
|  
|  
|P  |  | 294680                     |  |        | 17,656,356.00  |     |  | CORP            |  | NATL UNION FIRE INS CO-PITTS       |  | Evergreen clause
|  
|  
|  
|  
|P  |  | 297891 - DM 500,000        |  |        | 244,250.00     |     |  | WABCO BV        |  | VOKLSBANK, GERMANY                 |  | Evergreen clause
|  
|  
|  
|  
|P  |  | 298063                     |  |        | 10,300,000.00  |     |  | UPG/WASG        |  | NATL UNION FIRE INS CO-PITTS       |  | Evergreen clause
|  
|  
|  
|  
|P  |  | 343556 - DM 800,000        |  |        | 390,800.00     |     |  | WABCO BV        |  | DRESDNER BK, GERMANY               |  | Evergreen clause
|  
|  
|  
|  
|   |  | TOTAL NEW FACILITIES       |  | $      | 48,718,805.43  |     |  |                 |  |                                    |  |                  |          |  |  |  |  | 
|  
|  
|  
|  
|P  |  | 285892 (3/15/01)           |  |        | 100,000.00     |     |  | TRANE SLS       |  | 45-18 COURT SQ LIC                 |  |                  | 12/26/01 | 
|  
|  
|  
|  
|P  |  | 297290                     |  |        | 90,000.00      |     |  | TRANE EXP       |  | CONSORCIO CONTRINA, FRANCE         |  |                  | 7/26/02  | 
|  
|  
|  
|  
|P  |  | 208661 (4/24/01)           |  |        | 1,778,610.00   |     |  | TRANE EXP       |  | GREE ELECTRIC, CHINA               |  |                  | 12/19/01 | 
|  
|  
|  
|  
|P  |  | 208662 (4/24/01)           |  |        | 8,654,046.00   |     |  | TRANE EXP       |  | GREE ELECTRIC, CHINA               |  |                  | 12/19/01 | 
|  
|  
|  
|  
|P  |  | 212681 CAD 842,049.14      |  |        | 555,078.79     |     |  | WABCO STD TRANE |  | SOCIETE D'ELECTROLYSE ET DE CHIMIE |  |                  | 1/24/02  | 
|  
|  
|  
|  
|   |  | TOTAL CHASE OLD FACILITIES |  | $      | 11,177,734.79  |     |  |                 |  |                                    |  |                  |          |  |  |  |  | 
|  
|  
|  
|  
|   |  | Bk Amer 40022 (4/3/01)     |  |        | 40,500,000.00  |     |  | CORP            |  | TRAVELER IND INS                   |  |                  |          | 
|  
|  
|  
|  
|   |  | Bk Amer 40065              |  |        | 1,000,000.00   |     |  | DPG             |  | NJDEPE                             |  |                  |          | 
|  
|  
|  
|  
|   |  | BK AMERICA                 |  |        | 41,500,000.00  |     |  |                 |  |                                    |  |                  |          |  |  |  |  | 
|  
|  
|  
|  
|   |  | TOTAL L/C'S                |  | $      | 101,396,540.22 |     |  |                 |  |                                    |  |                  |          |  |  |  |  | 





---



##### 



Schedule 6.04 Subsidiary
Indebtedness



|                                                             |       |          |  |        |               |          |             |  |               |  |           |  | 
|------------------------------------------------------------ | ----- | -------- |  | ------ | ------------- | -------- | ----------- |  | ------------- |  | --------- |  | 
|                                                             |       |          |  |        |               |          | IN MILLIONS |  | IN MILLIONS  
|                                                             |       |          |  |        |               |          | LOCAL       |  | FACILITY IN  
|                                                             |       |          |  |        |               |          | CURRENCY    |  | LOCAL        
|SUBSIDIARIES (NON MATERIAL SUBSIDIARIES OR BORROWERS)        |       | CURRENCY |  | AMOUNT |               | CURRENCY
|                                                             |       |          |  |        |               |         
|AMERICAN INDUSTRIAL PLASTICS CO.                             |       | EGP      |  |        | 35,969.11     |          |             |  | 41,556.91     | 
|                                                            
|                                                            
|                                                            
|                                                            
|AMERICAN
STANDARAD TRANE JAPAN, LTD.                         |       | JPY      |  |        | 1,432,332.18  |          |             |  | 1,735,072.39  | 
|                                                            
|                                                            
|                                                            
|                                                            
|AMERICAN STANDARD KOREA, INC.                                |       | KRW      |  |        | 319,551.32    |          |             |  | 3,912,873.35  | 
|                                                            
|                                                            
|                                                            
|                                                            
|AMERICAN
STANDARD SANITARYWARE(THAILAND) PUBLIC COMPANY LTD. |       | THB      |  |        | 142,927.02    |          |             |  | 170,053.81    | 
|                                                            
|                                                            
|                                                            
|                                                            
|AMSTAN SANITARYWARE INC.                                     |       | V DONG   |  |        | 48,754,875.49 |          |             |  | 90,009,000.90 | 
|                                                            
|                                                            
|                                                            
|                                                            
|A-S AIRCONDITIONING PRODUCTS LTD.                            |       | RMB      |  |        | 233,410.86    |          |             |  | 372,464.14    | 
|                                                            
|                                                            
|                                                            
|                                                            
|A-S PLUMBING PRODUCTS LTD.                                   |       |          |  |        |               |          |             |  |               |  | 82,769.81 | 
|                                                            
|                                                            
|                                                            
|                                                            
|IDEAL STANDARD S.A.                                          |       | EGP      |  |        | 6,755.66      |          |             |  | 27,627.89     | 
|                                                            
|                                                            
|                                                            
|                                                            
|ISLAMIC ACRYLIC COMPANY S.A.E.                               |       | EGP      |  |        | 24,836.12     |          |             |  | 39,425.79     | 
|                                                            
|                                                            
|                                                            
|                                                            
|JADO FRANCE S.A.                                             |       | FRF      |  |        | 641.42        |          |             |  | 7,661.39      | 
|                                                            
|                                                            
|                                                            
|                                                            
|JADO GERMANY                                                 |       | DEM      |  |        |              |          |             |  | 934.98        | 
|                                                            
|                                                            
|                                                            
|                                                            
|JADO IBERIA PRODUCTOS METAL URGICOS,S.A.                     |       | PTE      |  |        | 107,166.19    |          |             |  | 500,108.91    | 
|                                                            
|                                                            
|                                                            
|                                                            
|JADO ITALIA                                                  |       | ITL      |  |        | 1,607,236.77  |          |             |  | 2,877,879.46  | 
|                                                            
|                                                            
|                                                            
|                                                            
|MELOH GERMANY                                                |       | DEM      |  |        | 2,379.95      |          |             |  | 2,379.95      | 
|                                                            
|                                                            
|                                                            
|                                                            
|PT AMERICAN STANDARD INDONESIA                               |       | IDR      |  |        | 7,776.28      |          |             |  | 19,319.94     | 
|                                                            
|                                                            
|                                                            
|                                                            
|SANIFRANCE                                                   |       | FRF      |  |        | 3,534.93      |          |             |  |              | 
|                                                            
|                                                            
|                                                            
|                                                            
|SANITARY WARES MFG. CORP.                                    |       | PHP      |  |        | 144,346.31    |          |             |  | 150,200.27    | 
|                                                            
|                                                            
|                                                            
|                                                            
|SANWAB E.B.S. INC.                                           |       | JPY      |  |        | 316,979.78    |          |             |  | 358,980.50    | 
|                                                            
|                                                            
|                                                            
|                                                            
|SOCIETE TRANE                                                |       | FRF      |  |        | 2,031.16      |          |             |  |              | 
|                                                            
|                                                            
|                                                            
|                                                            
|TDU PTY. LTD.                                                |       | AUD      |  |        | 7,500.15      |          |             |  | 9,027.28      | 
|                                                            
|                                                            
|                                                            
|                                                            
|TRANE AIRE ACONDICIONADO S.A.                                |       | PTE      |  |        | 1,742.54      |          |             |  |               | 
|                                                            
|                                                            
|                                                            
|                                                            
|TRANE de MEXICO, S.A. de C.V.                                |       | MXN      |  |        | 3,638.97      |          |             |  | 76,408.79     | 
|                                                            
|                                                            
|                                                            
|                                                            
|TRANE do BRAZIL INDUSTRIA e COMERCIO LTDA.                   |       | REAL     |  |        | 197.56        |          |             |  | 6,765.75      | 
|                                                            
|                                                            
|                                                            
|                                                            
|TRANE HONG KONG                                              |       | HKD      |  |        | 179.39        |          |             |  |               | 
|                                                            
|                                                            
|                                                            
|                                                            
|TRANE S.A.E.                                                 |       | EGP      |  |        | 8,848.43      |          |             |  | 8,848.43      | 
|                                                            
|                                                            
|                                                            
|                                                            
|TROC AIR CONDITIONING, LTD.                                  |       | TWD      |  |        | 106,054.86    |          |             |  | 253,234.43    | 
|                                                            
|                                                            
|                                                            
|                                                            
|VENBORGH HOLDING B.V.                                        |       | NLG      |  |        | 4,000.91      |          |             |  |               | 
|                                                            
|                                                            
|                                                            
|                                                            
|WABCO KOREA INC.                                             |       | KRW      |  |        | 2,035,998.43  |          |             |  | 2,608,582.24  | 
|                                                            
|                                                            
|                                                            
|                                                            
|WABCO PERROT BREMSEN GmbH                                    |       | DEM      |  |        | 5,663.01      |          |             |  | 2,001.71      | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |       |          |  |        |               |          |             |  |               |  |           | 
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | TOTAL |          |  |        |               |          |             |  |               |  |           |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|CAPITALIZED LEASES INCLUDED IN DEBT TOTAL =$1,199            |       |          |  |        |               |          |             |  |               |  |           | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                             |       |      |               |          |               |            |        |         |  |        |   |  | 
|------------------------------------------------------------ | ----- | ---- | ------------- | -------- | ------------- | ---------- | ------ | ------- |  | ------ | - |  | 
|                                                             |       |      | $ in millions |          | $ in millions |            |        |         | 
|SUBSIDIARIES (NON MATERIAL SUBSIDIARIES OR BORROWERS)        |       | DEBT |               | FACILITY |               | GUARANTEED
|                                                             |       |      |               |          |               |           
|AMERICAN INDUSTRIAL PLASTICS CO.                             |       |      | 8,439         |          |               |            | 9,750  |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|AMERICAN STANDARAD TRANE JAPAN, LTD.                         |       |      | 11,970        |          |               |            | 14,500 |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|AMERICAN STANDARD KOREA, INC.                                |       |      | 245           |          |               |            | 3,000  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|AMERICAN STANDARD SANITARYWARE(THAILAND) PUBLIC COMPANY LTD. |       |      | 3,214         |          |               |            | 3,824  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|AMSTAN SANITARYWARE INC.                                     |       |      | 3,250         |          |               |            | 6,000  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|A-S AIRCONDITIONING PRODUCTS LTD.                            |       |      | 28,200        |          |               |            | 45,000 |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|A-S PLUMBING PRODUCTS LTD.                                   |       |      | 0             |          |               |            | 10,000 |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|IDEAL STANDARD S.A.                                          |       |      | 1,585         |          |               |            | 6,482  |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|ISLAMIC ACRYLIC COMPANY S.A.E.                               |       |      | 5,827         |          |               |            | 9,250  |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|JADO FRANCE S.A.                                             |       |      | 90            |          |               |            | 1,075  |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|JADO GERMANY                                                 |       |      | 0             |          |               |            | 440    |         |  |        |   | 
|                                                            
|                                                            
|                                                            
|                                                            
|JADO IBERIA PRODUCTOS METAL URGICOS,S.A.                     |       |      | 492           |          |               |            | 2,296  |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|JADO ITALIA                                                  |       |      | 764           |          |               |            | 1,368  |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|MELOH GERMANY                                                |       |      | 1,120         |          |               |            | 1,120  |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|PT AMERICAN STANDARD INDONESIA                               |       |      | 805           |          |               |            | 2,000  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|SANIFRANCE                                                   |       |      | 496           |          |               |            | 0.000  |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|SANITARY WARES MFG. CORP.                                    |       |      | 2,811         |          |               |            | 2,925  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|SANWAB E.B.S. INC.                                           |       |      | 2,649         |          |               |            | 3,000  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|SOCIETE TRANE                                                |       |      | 285           |          |               |            |       |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|TDU PTY. LTD.                                                |       |      | 3,654         |          |               |            | 4,398  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|TRANE AIRE ACONDICIONADO S.A.                                |       |      | 8             |          |               |            |       |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|TRANE de MEXICO, S.A. de C.V.                                |       |      | 381           |          |               |            | 8,000  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|TRANE do BRAZIL INDUSTRIA e COMERCIO LTDA.                   |       |      | 73            |          |               |            | 2,500  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|TRANE HONG KONG                                              |       |      | 23            |          |               |            |       |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|TRANE S.A.E.                                                 |       |      | 2,076         |          |               |            | 2,076  |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|TROC AIR CONDITIONING, LTD.                                  |       |      | 3,074         |          |               |            | 7,340  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|VENBORGH HOLDING B.V.                                        |       |      | 1,671         |          |               |            |       |         |  |        |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|WABCO KOREA INC.                                             |       |      | 1,561         |          |               |            | 2,000  |         |  | By Asi
|                                                            
|                                                            
|                                                            
|                                                            
|WABCO PERROT BREMSEN GmbH                                    |       |      | 2,665         |          |               |            | 942    |         |  |        |  | 
|                                                             |       |      |               |          |               |            |        |         |  |        |   | 
|                                                             | TOTAL |      |               | 87,428   |               |            |        | 149,286 |  |        |   |  | 
|                                                            
|                                                            
|                                                            
|                                                            
|CAPITALIZED LEASES INCLUDED IN DEBT TOTAL =$1,199            |       |      |               |          |               |            |        |         |  |        |   | 

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