EXHIBIT 10.1

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                                CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 10, 2005

                                      AMONG

                         AMCOL INTERNATIONAL CORPORATION
                                       AND
                         CERTAIN BORROWING SUBSIDIARIES,

                THE GUARANTORS FROM TIME TO TIME PARTIES HERETO,

                  THE LENDERS FROM TIME TO TIME PARTIES HERETO,

                                       AND

                                   HARRIS N.A.
                             as Administrative Agent

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                             WELLS FARGO BANK N.A.,
                              as Syndication Agent

                                       AND

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                            HEADING                                                PAGE
-------                                            -------                                                ----
<S>                    <C>                                                                                   <C>
SECTION 1.             THE CREDIT FACILITIES..................................................................1

       Section 1.1.    Revolving Credit Commitments...........................................................1
       Section 1.2.    Letters of Credit......................................................................2
       Section 1.3.    Applicable Interest Rates..............................................................4
       Section 1.4.    Minimum Borrowing Amounts; Maximum Eurocurrency Loans..................................6
       Section 1.5.    Manner of Borrowing Loans and Designating Applicable Interest Rates....................6
       Section 1.6.    Interest Periods.......................................................................9
       Section 1.7.    Maturity of Loans......................................................................9
       Section 1.8.    Prepayments............................................................................9
       Section 1.9.    Default Rate..........................................................................10
       Section 1.10.   The Notes.............................................................................11
       Section 1.11.   Funding Indemnity.....................................................................11
       Section 1.12.   Revolving Credit Commitment Terminations..............................................12
       Section 1.13.   Substitution of Lenders...............................................................12
       Section 1.14.   Swing Loans...........................................................................13
       Section 1.15.   Increase in Revolving Credit Commitments..............................................14

SECTION 2.             FEES..................................................................................15

       Section 2.1.    Fees .................................................................................15

SECTION 3.             PLACE AND APPLICATION OF PAYMENTS.....................................................16

       Section 3.1.    Place and Application of Payments.....................................................16
       Section 3.2.    Account Debit.........................................................................17

SECTION 4.             GUARANTIES............................................................................17

       Section 4.1.    Guaranties............................................................................17
       Section 4.2.    Further Assurances....................................................................17

SECTION 5.             DEFINITIONS; INTERPRETATION...........................................................18

       Section 5.1.    Definitions...........................................................................18
       Section 5.2.    Interpretation........................................................................32
       Section 5.3.    Change in Accounting Principles.......................................................32

SECTION 6.             REPRESENTATIONS AND WARRANTIES........................................................33

       Section 6.1.    Organization and Qualification........................................................33
       Section 6.2.    Subsidiaries..........................................................................33
       Section 6.3.    Authority and Validity of Obligations.................................................33
</TABLE>

<PAGE>

<TABLE>
<S>                    <C>                                                                                   <C>
       Section 6.4.    Use of Proceeds; Margin Stock.........................................................34
       Section 6.5.    Financial Reports.....................................................................34
       Section 6.6.    No Material Adverse Change............................................................34
       Section 6.7.    Full Disclosure.......................................................................34
       Section 6.8.    Trademarks, Franchises, and Licenses..................................................35
       Section 6.9.    Governmental Authority and Licensing..................................................35
       Section 6.10.   Good Title............................................................................35
       Section 6.11.   Litigation and Other Controversies....................................................35
       Section 6.12.   Taxes.................................................................................35
       Section 6.13.   Approvals.............................................................................36
       Section 6.14.   Affiliate Transactions................................................................36
       Section 6.15.   Investment Company; Public Utility Holding Company....................................36
       Section 6.16.   ERISA.................................................................................36
       Section 6.17.   Compliance with Laws..................................................................36
       Section 6.18.   Other Agreements......................................................................37
       Section 6.19.   Solvency..............................................................................37
       Section 6.20.   No Default............................................................................37

SECTION 7.             CONDITIONS PRECEDENT..................................................................37

       Section 7.1.    All Credit Events.....................................................................37
       Section 7.2.    Initial Credit Event..................................................................38

SECTION 8.             COVENANTS.............................................................................39

       Section 8.1.    Maintenance of Business...............................................................39
       Section 8.2.    Maintenance of Properties.............................................................39
       Section 8.3.    Taxes and Assessments.................................................................40
       Section 8.4.    Insurance.............................................................................40
       Section 8.5.    Financial Reports.....................................................................40
       Section 8.6.    Inspection............................................................................42
       Section 8.7.    Limitations on Indebtedness...........................................................42
       Section 8.8.    Limitation on Liens...................................................................42
       Section 8.9.    Investments, Acquisitions, Loans and Advances.........................................43
       Section 8.10.   Mergers, Consolidations and Sales.....................................................44
       Section 8.11.   Dividends and Certain Other Restricted Payments.......................................46
       Section 8.12.   ERISA.................................................................................46
       Section 8.13.   Compliance with Laws..................................................................46
       Section 8.14.   Burdensome Contracts With Affiliates..................................................47
       Section 8.15.   No Changes in Fiscal Year.............................................................47
       Section 8.16.   Formation of Subsidiaries.............................................................47
       Section 8.17.   Change in the Nature of Business......................................................47
       Section 8.18.   Use of Loan Proceeds..................................................................48
       Section 8.19.   No Restrictions.......................................................................48
       Section 8.20.   Subordinated Debt.....................................................................48
       Section 8.21.   Financial Covenants...................................................................48
       Section 8.22.   Contingent Obligations................................................................48
</TABLE>

                                      -ii-
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<TABLE>
<S>                    <C>                                                                                   <C>
SECTION 9.             EVENTS OF DEFAULT AND REMEDIES........................................................49

       Section 9.1.    Events of Default.....................................................................49
       Section 9.2.    Non-Bankruptcy Defaults...............................................................50
       Section 9.3.    Bankruptcy Defaults...................................................................51
       Section 9.4.    Collateral for Undrawn Letters of Credit..............................................51
       Section 9.5.    Notice of Default.....................................................................52
       Section 9.6.    Expenses..............................................................................52

SECTION 10.            CHANGE IN CIRCUMSTANCES...............................................................52

       Section 10.1.   Change of Law.........................................................................52
       Section 10.2.   Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR.........52
       Section 10.3.   Increased Cost and Reduced Return.....................................................53
       Section 10.4.   Lending Offices.......................................................................54
       Section 10.5.   Discretion of Lender as to Manner of Funding..........................................54

SECTION 11.            THE ADMINISTRATIVE AGENT..............................................................54

       Section 11.1.   Appointment and Authorization of Administrative Agent.................................54
       Section 11.2.   Administrative Agent and its Affiliates...............................................54
       Section 11.3.   Action by Administrative Agent........................................................55
       Section 11.4.   Consultation with Experts.............................................................55
       Section 11.5.   Liability of Administrative Agent; Credit Decision....................................55
       Section 11.6.   Indemnity.............................................................................56
       Section 11.7.   Resignation and Removal of Administrative Agent and Successor Administrative Agent....56
       Section 11.8.   L/C Issuer............................................................................57
       Section 11.9.   Hedging Liability and Funds Transfer and Deposit Account Liability Arrangements.......57
       Section 11.10.  Designation of Additional Agents......................................................57

SECTION 12.            THE GUARANTEES........................................................................58

       Section 12.1.   The Guarantees........................................................................58
       Section 12.2.   Guarantee Unconditional...............................................................58
       Section 12.3.   Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances...........59
       Section 12.4.   Subrogation...........................................................................59
       Section 12.5.   Waivers...............................................................................60
       Section 12.6.   Limit on Recovery.....................................................................60
       Section 12.7.   Stay of Acceleration..................................................................60
       Section 12.8.   Benefit to Guarantors.................................................................60
       Section 12.9.   Guarantor Covenants...................................................................60

SECTION 13.            MISCELLANEOUS.........................................................................60

       Section 13.1.   Withholding Taxes.....................................................................60
</TABLE>

                                      -iii-
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<TABLE>
<S>                    <C>                                                                                  <C>
       Section 13.2.   No Waiver, Cumulative Remedies........................................................62
       Section 13.3.   Non-Business Days.....................................................................62
       Section 13.4.   Documentary Taxes.....................................................................62
       Section 13.5.   Survival of Representations...........................................................62
       Section 13.6.   Survival of Indemnities...............................................................62
       Section 13.7.   Sharing of Set-Off....................................................................62
       Section 13.8.   Notices...............................................................................63
       Section 13.9.   Counterparts..........................................................................63
       Section 13.10.  Successors and Assigns................................................................63
       Section 13.11.  Participants..........................................................................63
       Section 13.12.  Assignments...........................................................................64
       Section 13.13.  Amendments............................................................................65
       Section 13.14.  Headings..............................................................................65
       Section 13.15.  Costs and Expenses; Indemnification...................................................65
       Section 13.16.  Set-off...............................................................................66
       Section 13.17.  Entire Agreement......................................................................66
       Section 13.18.  Governing Law.........................................................................66
       Section 13.19.  Severability of Provisions............................................................66
       Section 13.20.  Excess Interest.......................................................................67
       Section 13.21.  Construction..........................................................................67
       Section 13.22.  Lender's Obligations Several..........................................................67
       Section 13.23.  Submission to Jurisdiction; Waiver of Jury Trial......................................67
       Section 13.24.  Currency..............................................................................68
       Section 13.25.  USA Patriot Act.......................................................................68
       Section 13.26.  Appointment and Authorization of Company..............................................69

Signature Page..............................................................................................S-1

EXHIBIT A       --     Notice of Payment Request
EXHIBIT B       --     Notice of Borrowing
EXHIBIT C       --     Notice of Continuation/Conversion
EXHIBIT D-1     --     Revolving Note
EXHIBIT D-2     --     Swing Note
EXHIBIT E       --     Form of Commitment Amount Increase Request
EXHIBIT F       --     Compliance Certificate
EXHIBIT G       --     Additional Guarantor Supplement
EXHIBIT H       --     Assignment and Acceptance
SCHEDULE 1      --     Commitments
SCHEDULE 1.2    --     Existing Letters of Credit
SCHEDULE 6.2    --     Subsidiaries
</TABLE>

                                      -iv-
<PAGE>

                                CREDIT AGREEMENT

         This Credit Agreement is entered into as of November 10, 2005, by and
among AMCOL International Corporation, a Delaware corporation (the "Company"),
CETCO (Europe) Limited, a United Kingdom corporation ("CETCO Europe"), Colin
Stewart Minchem Limited, a United Kingdom corporation ("Colin Stewart" and
together with CETCO Europe, collectively referred to herein as the "UK
Borrowers" and each individually as a "UK Borrower"), CETCO Poland Sp. .zo. o, a
Polish corporation (the "Polish Borrower"), and together with the Company, the
UK Borrowers, and the Polish Borrower collectively referred to herein as the
"Borrowers" and each individually as a "Borrower") the direct and indirect
Subsidiaries of the Borrowers from time to time party to this Agreement, as
Guarantors, the several financial institutions from time to time party to this
Agreement, as Lenders, and Harris N.A., as Administrative Agent as provided
herein. All capitalized terms used herein without definition shall have the same
meanings herein as such terms are defined in Section 5.1 hereof.

                              PRELIMINARY STATEMENT

         The Borrowers have requested, and the Lenders have agreed to extend,
certain credit facilities on the terms and conditions of this Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.     THE CREDIT FACILITIES.

         Section 1.1. Revolving Credit Commitments. Subject to the terms and
conditions hereof, each Lender, by its acceptance hereof, severally agrees to
make a loan or loans (individually a "Revolving Loan" and collectively the
"Revolving Loans") in U.S. Dollars, Euros and Pound Sterling to the Company, in
Euros to Colin Stewart, in Pound Sterling or Euro to CETCO Europe, in Euro to
the Polish Borrower, from time to time on a revolving basis in an aggregate
outstanding Original Dollar Amount up to the amount of such Lender's Revolving
Credit Commitment, subject to any reductions thereof pursuant to the terms
hereof, before the Revolving Credit Termination Date; provided that (i) the sum
of the aggregate Original Dollar Amount of Revolving Loans, Swing Loans, and L/C
Obligations at any time outstanding shall not exceed the Revolving Credit
Commitments in effect at such time, (ii) the sum of the aggregate Original
Dollar Amount of all Loans outstanding to the Company denominated in Euros and
Pound Sterling shall not exceed $25,000,000, (iii) the sum of the aggregate
principal amount of all Loans outstanding to Colin Stewart shall not exceed
(euro)5,000,000, (iv) the sum of the aggregate principal amount of all Loans
denominated in Euro outstanding to CETCO Europe shall not exceed (euro)4,000,000
and the sum of the aggregate principal amount of all Loan denominated in Pound
Sterling to CETCO Europe shall not exceed (pound)10,000,000, and (v) the sum of
the aggregate principal amount of all Loans outstanding to the Polish Borrower
shall not exceed (euro)9,000,000. Each Borrowing of Revolving Loans shall be
made ratably by the Lenders in proportion to their respective Percentages. As
provided in Section 1.5(a) hereof, the Company may elect that each Borrowing of
Revolving Loans denominated in U.S. Dollars be either Base Rate Loans or
Eurocurrency Loans. All Revolving Loans denominated in an Alternative Currency
shall be Eurocurrency Loans. Revolving Loans may be repaid and the principal
amount thereof reborrowed before the Revolving Credit Termination Date, subject
to the terms and conditions hereof.

<PAGE>

         Section 1.2. Letters of Credit. (a) General Terms. Subject to the terms
and conditions hereof, as part of the Revolving Credit, the L/C Issuer shall
issue standby letters of credit (each a "Letter of Credit") for the account of
the Company in an aggregate undrawn face amount up to the L/C Sublimit.
Notwithstanding anything herein to the contrary, those certain letters of credit
issued for the account of the Company by Harris N.A. and listed on Schedule 1.2
hereof (the "Existing Letters of Credit") shall each constitute a "Letter of
Credit" herein for all purposes of this Agreement with the Company as the
applicant therefor, to the same extent, and with the same force and effect as if
the Existing Letters of Credit had been issued under this Agreement at the
request of the Company. Each Letter of Credit shall be issued by the L/C Issuer,
but each Lender shall be obligated to reimburse the L/C Issuer for such Lender's
Percentage of the amount of each drawing thereunder and, accordingly, each
Letter of Credit shall constitute usage of the Revolving Credit Commitment of
each Lender pro rata in an amount equal to its Percentage of the L/C Obligations
then outstanding.

         (b)    Applications. At any time before the Revolving Credit
Termination Date, the L/C Issuer shall, at the request of the Company, issue one
or more Letters of Credit in U.S. Dollars, in a form satisfactory to the L/C
Issuer, with expiration dates no later than the earlier of 12 months from the
date of issuance (or which are cancelable not later than 12 months from the date
of issuance and each renewal) or five (5) days prior to the Revolving Credit
Termination Date, in an aggregate face amount as set forth above, upon the
receipt of an application duly executed by the Company for the relevant Letter
of Credit in the form then customarily prescribed by the L/C Issuer for the
Letter of Credit requested (each an "Application"). Notwithstanding anything
contained in any Application to the contrary: (i) the Company shall pay fees in
connection with each Letter of Credit as set forth in Section 2.1 hereof, (ii)
except as otherwise provided in Section 1.9 hereof, before the occurrence of an
Event of Default, the L/C Issuer will not call for the funding by the Company of
any amount under a Letter of Credit before being presented with a drawing
thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount
of any drawing under a Letter of Credit on the date such drawing is paid, the
Company's obligation to reimburse the L/C Issuer for the amount of such drawing
shall bear interest (which the Company hereby promises to pay) from and after
the date such drawing is paid at a rate per annum equal to the sum of the
Applicable Margin plus the Base Rate from time to time in effect (computed on
the basis of a year of 360 days, and the actual number of days elapsed). If the
L/C Issuer issues any Letter of Credit with an expiration date that is
automatically extended unless the L/C Issuer gives notice that the expiration
date will not so extend beyond its then scheduled expiration date, unless the
Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give
such notice of non-renewal before the time necessary to prevent such automatic
extension if before such required notice date: (i) the expiration date of such
Letter of Credit if so extended would be after the Revolving Credit Termination
Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) a
Default or an Event of Default exists and the Administrative Agent, at the
request or with the consent of the Required Lenders, has given the L/C Issuer
instructions not to so permit the extension of the expiration date of such
Letter of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of
Credit increasing the amount, or extending the expiration date, thereof at the
request of the Company subject to the conditions of Section 7 hereof and the
other terms of this Section 1.2.

                                       -2-
<PAGE>

         (c)    The Reimbursement Obligations. Subject to Section 1.2(b) hereof,
the obligation of the Company to reimburse the L/C Issuer for all drawings under
a Letter of Credit (a "Reimbursement Obligation") shall be governed by the
Application related to such Letter of Credit, except that reimbursement shall be
made by no later than 12:00 Noon (Chicago time) on the date when each drawing is
to be paid in immediately available funds at the Administrative Agent's
principal office in Chicago, Illinois or such other office as the Administrative
Agent may designate in writing to the Company (who shall thereafter cause to be
distributed to the L/C Issuer such amount(s) in like funds). If the Company does
not make any such reimbursement payment on the date due and the Participating
Lenders fund their participations therein in the manner set forth in Section
1.2(d) below, then all payments thereafter received by the Administrative Agent
in discharge of any of the relevant Reimbursement Obligations shall be
distributed in accordance with Section 1.2(d) below.

         (d)    The Participating Interests. Each Lender (other than the Lender
acting as L/C Issuer in issuing the relevant Letter of Credit), by its
acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C
Issuer hereby agrees to sell to each such Lender (a "Participating Lender"), an
undivided percentage participating interest (a "Participating Interest"), to the
extent of its Percentage, in each Letter of Credit issued by, and each
Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the
Company to pay any Reimbursement Obligation at the time required on the date the
related drawing is to be paid, as set forth in Section 1.2(c) above, or if the
L/C Issuer is required at any time to return to the Company or to a trustee,
receiver, liquidator, custodian or other Person any portion of any payment of
any Reimbursement Obligation, each Participating Lender shall, not later than
the Business Day it receives a certificate in the form of Exhibit A hereto from
the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such
certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00
p.m. (Chicago time) the following Business Day, if such certificate is received
after such time, pay to the Administrative Agent for the account of the L/C
Issuer an amount equal to such Participating Lender's Percentage of such unpaid
or recaptured Reimbursement Obligation together with interest on such amount
accrued from the date the related payment was made by the L/C Issuer to the date
of such payment by such Participating Lender at a rate per annum equal to: (i)
from the date the related payment was made by the L/C Issuer to the date two (2)
Business Days after payment by such Participating Lender is due hereunder, the
Federal Funds Rate for each such day and (ii) from the date two (2) Business
Days after the date such payment is due from such Participating Lender to the
date such payment is made by such Participating Lender, the Base Rate in effect
for each such day. Each such Participating Lender shall thereafter be entitled
to receive its Percentage of each payment received in respect of the relevant
Reimbursement Obligation and of interest paid thereon, with the L/C Issuer
retaining its Percentage thereof as a Lender hereunder. The several obligations
of the Participating Lenders to the L/C Issuer under this Section 1.3 shall be
absolute, irrevocable, and unconditional under any and all circumstances
whatsoever and shall not be subject to any set-off, counterclaim or defense to
payment which any Participating Lender may have or have had against any
Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other
Person whatsoever. Without limiting the generality of the foregoing, such
obligations shall not be affected by any Default or Event of Default or by any
reduction or termination of any Revolving Credit Commitment of any Lender, and
each payment by a Participating Lender under this Section 1.2 shall be made
without any offset, abatement, withholding or reduction whatsoever.

                                       -3-
<PAGE>

         (e)    Indemnification. The Participating Lenders shall, to the extent
of their respective Percentages, indemnify the L/C Issuer (to the extent not
reimbursed by the Company) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from the L/C Issuer's gross negligence or willful
misconduct) that the L/C Issuer may suffer or incur in connection with any
Letter of Credit issued by it. The obligations of the Participating Lenders
under this Section 1.2(e) and all other parts of this Section 1.2 shall survive
termination of this Agreement and of all Applications, Letters of Credit, and
all drafts and other documents presented in connection with drawings thereunder.

         (f)    Manner of Requesting a Letter of Credit. The Company shall
provide at least five (5) Business Days' advance written notice to the
Administrative Agent of each request for the issuance of a Letter of Credit,
such notice in each case to be accompanied by an Application for such Letter of
Credit properly completed and executed by the Company and, in the case of an
extension or an increase in the amount of a Letter of Credit, a written request
therefor, in a form acceptable to the Administrative Agent and the L/C Issuer,
in each case, together with the fees called for by this Agreement. The
Administrative Agent shall promptly notify the L/C Issuer of the Administrative
Agent's receipt of each such notice and the L/C Issuer shall promptly notify the
Administrative Agent and the Lenders of the issuance of the Letter of Credit so
requested.

         Section 1.3. Applicable Interest Rates. (a) Base Rate Loans. Each Base
Rate Loan made or maintained by a Lender shall bear interest during each
Interest Period it is outstanding (computed on the basis of a year of 360 days
and the actual days elapsed) on the unpaid principal amount thereof from the
date such Loan is advanced or continued, or created by conversion from a
Eurocurrency Loan, until maturity (whether by acceleration or otherwise) at a
rate per annum equal to the sum of the Applicable Margin plus the Base Rate from
time to time in effect, payable on the last day of its Interest Period and at
maturity (whether by acceleration or otherwise).

         "Base Rate" means for any day the greater of: (i) the rate of interest
announced or otherwise established by the Administrative Agent from time to time
as its prime commercial rate as in effect on such day, with any change in the
Base Rate resulting from a change in said prime commercial rate to be effective
as of the date of the relevant change in said prime commercial rate (it being
acknowledged and agreed that such rate may not be the Administrative Agent's
best or lowest rate) and (ii) the sum of (x) the rate determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
next higher 1/100 of 1%) of the rates per annum quoted to the Administrative
Agent at approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is
practicable) on such day (or, if such day is not a Business Day, on the
immediately preceding Business Day) by two or more Federal funds brokers
selected by the Administrative Agent for sale to the Administrative Agent at
face value of Federal funds in the secondary market in an amount equal or
comparable to the principal amount owed to the Administrative Agent for which
such rate is being determined, plus (y) 1/2 of 1%.

                                       -4-
<PAGE>

         (b)    Eurocurrency Loans. Each Eurocurrency Loan made or maintained by
a Lender shall bear interest during each Interest Period it is outstanding
(computed on the basis of a year of 360 days and actual days elapsed) on the
unpaid principal amount thereof from the date such Loan is advanced or
continued, or created by conversion from a Base Rate Loan, until maturity
(whether by acceleration or otherwise) at a rate per annum equal to the sum of
the Applicable Margin plus the Adjusted LIBOR applicable for such Interest
Period, payable on the last day of the Interest Period and at maturity (whether
by acceleration or otherwise), and, if the applicable Interest Period is longer
than three months, on each day occurring every three months after the
commencement of such Interest Period.

         "Adjusted LIBOR" means, for any Borrowing of Eurocurrency Loans, a rate
per annum determined in accordance with the following formula:

                                                   LIBOR
              Adjusted LIBOR    =   -----------------------------------
                                    1 - Eurocurrency Reserve Percentage

         "Eurocurrency Reserve Percentage" means, for any Borrowing of
Eurocurrency Loans, the daily average for the applicable Interest Period of the
maximum rate, expressed as a decimal, at which reserves (including, without
limitation, any supplemental, marginal, and emergency reserves) are imposed
during such Interest Period by the Board of Governors of the Federal Reserve
System (or any successor) on "eurocurrency liabilities", as defined in such
Board's Regulation D (or in respect of any other category of liabilities that
includes deposits by reference to which the interest rate on Eurocurrency Loans
is determined or any category of extensions of credit or other assets that
include loans by non-United States offices of any Lender to United States
residents), subject to any amendments of such reserve requirement by such Board
or its successor, taking into account any transitional adjustments thereto. For
purposes of this definition, the Eurocurrency Loans shall be deemed to be
"eurocurrency liabilities" as defined in Regulation D without benefit or credit
for any prorations, exemptions or offsets under Regulation D.

         "LIBOR" means, for an Interest Period for a Borrowing of Eurocurrency
Loans, (a) the LIBOR Index Rate for such Interest Period, if such rate is
available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic
average of the rates of interest per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) at which deposits in U.S. Dollars or the relevant
Alternative Currency, as appropriate, in immediately available funds are offered
to the Administrative Agent at 11:00 a.m. (London, England time) two (2)
Business Days before the beginning of such Interest Period by three (3) or more
major banks in the interbank eurodollar market selected by the Administrative
Agent for delivery on the first day of and for a period equal to such Interest
Period and in an amount equal or comparable to the principal amount of the
Eurocurrency Loan scheduled to be made by the Administrative Agent as part of
such Borrowing.

                                       -5-
<PAGE>

         "LIBOR Index Rate" means, for any Interest Period, the rate per annum
(rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) for deposits in U.S. Dollars for a period equal to such
Interest Period, which appears on the appropriate Telerate Page for such
currency as of 11:00 a.m. (London, England time) on the day two (2) Business
Days before the commencement of such Interest Period.

         "Telerate Page" means the display designated on the Telerate Service
(or such other service as may be nominated by the British Bankers' Association
as the information vendor for the purpose of displaying British Bankers'
Association Interest Settlement Rates for the applicable currency).

         (c)    Rate Determinations. The Administrative Agent shall determine
each interest rate applicable to the Revolving Loans, Swing Loans and the
Reimbursement Obligations hereunder, and its determination thereof shall be
conclusive and binding except in the case of manifest error. The Original Dollar
Amount of each Eurocurrency Loan denominated in an Alternative Currency shall be
determined or redetermined, as applicable, effective as of the first day of each
Interest Period applicable to such Loan.

         Section 1.4. Minimum Borrowing Amounts; Maximum Eurocurrency Loans.
Each Borrowing of Base Rate Loans shall be in an amount not less than $500,000
and in integral multiples of $100,000. Each Borrowing of Eurocurrency Loans
advanced, continued or converted shall be in an amount not less than an Original
Dollar Amount of $1,000,000 and in integral multiples of 100,000 units of the
relevant currency as would have the Original Dollar Amount most closely
approximately $100,000 or an integral multiple thereof. Without the
Administrative Agent's consent, there shall not be more than eight (8)
Borrowings of Eurocurrency Loans outstanding at any one time.

         Section 1.5. Manner of Borrowing Loans and Designating Applicable
Interest Rates. (a) Notice to the Administrative Agent. The Company, on behalf
of the applicable Borrower, shall give notice to the Administrative Agent by no
later than 10:00 a.m. (Chicago time): (i) at least four (4) Business Days before
the date the Company, on behalf of the applicable Borrower, requests the Lenders
to advance a Borrowing of Eurocurrency Loans denominated in an Alternative
Currency, (ii) at least three (3) Business Days before the date on which the
Company, on behalf of the applicable Borrower, requests the Lenders to advance a
Borrowing of Eurocurrency Loans and (iii) on the date the Company, on behalf of
the applicable Borrower, requests the Lenders to advance a Borrowing of Base
Rate Loans. The Loans included in each Borrowing shall bear interest initially
at the type of rate specified in such notice of a new Borrowing. Thereafter,
subject to the terms and conditions hereof, the Company, on behalf of the
applicable Borrower, may from time to time elect to change or continue the type
of interest rate borne by each Borrowing or, subject to the minimum amount
requirement for each outstanding Borrowing contained in Section 1.4, a portion
thereof, as follows: (i) if such Borrowing is of Eurocurrency Loans, on the last
day of the Interest Period applicable thereto, the Company, on behalf of the
applicable Borrower, may continue part or all of such Borrowing as Eurocurrency
Loans or, if such Eurocurrency Loan is denominated in U.S. Dollars, convert part
or all of such Borrowing into Base Rate Loans or (ii) if such Borrowing is of
Base Rate Loans, on any Business Day, the Company, on behalf of the applicable
Borrower, may convert all or part of such Borrowing into Eurocurrency Loans
denominated in U.S. Dollars for an Interest Period or Interest Periods specified
by the Company, on behalf of the applicable Borrower.

                                       -6-
<PAGE>

The Company, on behalf of the applicable  Borrower,  shall give all such notices
requesting  the  advance,  continuation  or  conversion  of a  Borrowing  to the
Administrative Agent by telephone or telecopy (which notice shall be irrevocable
once given and,  if by  telephone,  shall be  promptly  confirmed  in  writing),
substantially  in the form attached hereto as Exhibit B (Notice of Borrowing) or
Exhibit C (Notice of  Continuation/Conversion),  as applicable, or in such other
form acceptable to the  Administrative  Agent.  Notice of the  continuation of a
Borrowing of Eurocurrency  Loans  denominated in U.S.  Dollars for an additional
Interest  Period or of the conversion of part or all of a Borrowing of Base Rate
Loans into  Eurocurrency  Loans  denominated in U.S. Dollars must be given by no
later than 10:00 a.m. (Chicago time) at least three (3) Business Days before the
date of the requested continuation or conversion. Notices of the continuation of
a Borrowing of Eurocurrency Loans denominated in an Alternative Currency must be
given no later than 10:00 a.m.  (Chicago  time) at least four (4)  Business  Day
before the  requested  continuation.  All such notices  concerning  the advance,
continuation  or  conversion  of a  Borrowing  shall  specify  the  date  of the
requested  advance,  continuation or conversion of a Borrowing (which shall be a
Business Day), the amount of the requested  Borrowing to be advanced,  continued
or  converted,  the type of Loans to comprise  such new,  continued or converted
Borrowing and, if such Borrowing is to be comprised of Eurocurrency  Loans,  the
currency and Interest Period  applicable  thereto.  The Borrowers agree that the
Administrative Agent may rely on any such telephonic or telecopy notice given by
any person the  Administrative  Agent in good faith  believes  is an  Authorized
Representative  without the necessity of independent  investigation,  and in the
event any such notice by telephone conflicts with any written  confirmation such
telephonic notice shall govern if the Administrative Agent has acted in reliance
thereon.

         (b)    Notice to the Lenders. The Administrative Agent shall give
prompt telephonic or telecopy notice to each Lender of any notice from the
Company received pursuant to Section 1.5(a) above and, if such notice requests
the Lenders to make Eurocurrency Loans, the Administrative Agent shall give
notice to the applicable Borrower and each Lender by like means of the interest
rate applicable thereto and if such Borrowing is denominated in an Alternative
Currency, of the Original Dollar Amount thereof, promptly after the
Administrative Agent has made such determination.

         (c)    Borrowers' Failure to Notify; Automatic Continuations and
Conversions. Any outstanding Borrowing of Base Rate Loans shall automatically be
continued for an additional Interest Period on the last day of its then current
Interest Period unless the Company has notified the Administrative Agent within
the period required by Section 1.5(a) that the applicable Borrower intends to
convert such Borrowing, subject to Section 7.1 hereof, into a Borrowing of
Eurocurrency Loans or such Borrowing is prepaid in accordance with Section
1.8(a). If the Company fails to give notice pursuant to Section 1.5(a) above of
the continuation or conversion of any outstanding principal amount of a
Borrowing of Eurocurrency Loans denominated in U.S. Dollars before the last day
of its then current Interest Period within the period required by Section 1.5(a)
or, whether or not such notice has been given, one or more of the conditions set
forth in Section 7.1 for the continuation or conversion of a Borrowing of
Eurocurrency Loans would not be satisfied, and such Borrowing is not prepaid in
accordance with Section 1.8(a), such Borrowing shall automatically be converted
into a Borrowing of Base Rate Loans. If the Company fails to give notice
pursuant to Section 1.5(a) above of the continuation of any outstanding
principal amount of a Borrowing of Eurocurrency Loans denominated in an
Alternative Currency before the last day of its then current Interest Period
within the period required by Section 1.5(a) and has not notified the
Administrative Agent within the period required by Section 1.8(a) that it
intends to prepay such Borrowing, such Borrowing shall automatically be
continued as a Borrowing of Eurocurrency Loans in the same Alternative Currency
with an Interest Period of one month, subject to Section 6.2 hereof, including
the application of Section 1.3 and of the restrictions contained in the
definition of Interest Period.

                                       -7-
<PAGE>

         (d)    Disbursement of Loans. Not later than 1:00 p.m. (Chicago time)
on the date of any requested advance of a new Borrowing, subject to Section 7
hereof, each Lender shall make available its Loan comprising part of such
Borrowing in funds immediately available (or, in the case of a Borrowing
denominated in an Alternative Currency, in such funds as are then customary for
the settlement of international transactions in such currency) at the principal
office of the Administrative Agent in Chicago, Illinois. The Administrative
Agent shall make the proceeds of each new Borrowing available to the applicable
Borrower at the Administrative Agent's principal office in Chicago, Illinois, by
depositing such proceeds to the credit of the applicable Borrower's operating
account maintained with the Administrative Agent or as such Borrower and the
Administrative Agent may otherwise agree.

         (e)    Administrative Agent Reliance on Lender Funding. Unless the
Administrative Agent shall have been notified by a Lender prior to (or, in the
case of a Borrowing of Base Rate Loans, by 1:00 p.m. (Chicago time) on) the date
on which such Lender is scheduled to make payment to the Administrative Agent of
the proceeds of a Revolving Loan (which notice shall be effective upon receipt)
that such Lender does not intend to make such payment, the Administrative Agent
may assume that such Lender has made such payment when due and the
Administrative Agent may in reliance upon such assumption (but shall not be
required to) make available to the applicable Borrower the proceeds of the Loan
to be made by such Lender and, if any Lender has not in fact made such payment
to the Administrative Agent, such Lender shall, on demand, pay to the
Administrative Agent the amount made available to the applicable Borrower
attributable to such Lender together with interest thereon in respect of each
day during the period commencing on the date such amount was made available to
the applicable Borrower and ending on (but excluding) the date such Lender pays
such amount to the Administrative Agent at a rate per annum equal to: (i) from
the date the related advance was made by the Administrative Agent to the date
two (2) Business Days after payment by such Lender is due hereunder, the Federal
Funds Rate for each such day and (ii) from the date two (2) Business Days after
the date such payment is due from such Lender to the date such payment is made
by such Lender, the Base Rate in effect for each such day. If such amount is not
received from such Lender by the Administrative Agent immediately upon demand,
the applicable Borrower will, on demand, repay to the Administrative Agent the
proceeds of the Loan attributable to such Lender with interest thereon at a rate
per annum equal to the interest rate applicable to the relevant Loan, but
without such payment being considered a payment or prepayment of a Loan under
Section 1.12 hereof so that such Borrower will have no liability under such
Section with respect to such payment.

                                       -8-
<PAGE>

         Section 1.6. Interest Periods. As provided in Section 1.5(a) and 1.14
hereof, at the time of each request to advance, continue or create by conversion
a Borrowing of Eurocurrency Loans or Swing Loans, the Company, on behalf of the
applicable Borrower, shall select an Interest Period applicable to such Loans
from among the available options. The term "Interest Period" means the period
commencing on the date a Borrowing of Loans is advanced, continued or created by
conversion and ending: (a) in the case of Base Rate Loans, on the last day of
the calendar quarter (i.e., the last day of March, June, September or December,
as applicable) in which such Borrowing is advanced, continued or created by
conversion (or on the last day of the following calendar quarter if such Loan is
advanced, continued or created by conversion on the last day of a calendar
quarter), (b) in the case of a Eurocurrency Loan, 1, 2, 3 or 6 months
thereafter, and (c) in the case of a Swing Loan, on the date 1 to 5 days
thereafter as mutually agreed to by the Company and the Administrative Agent;
provided, however, that:

         (i)    any Interest Period for a Borrowing of Revolving Loans or Swing
Loans consisting of Base Rate Loans that otherwise would end after the Revolving
Credit Termination Date shall end on the Revolving Credit Termination Date;

         (ii)   no Interest Period with respect to any portion of the Loans
shall extend beyond the Revolving Credit Termination Date;

         (iii)  whenever the last day of any Interest Period would otherwise be
a day that is not a Business Day, the last day of such Interest Period shall be
extended to the next succeeding Business Day, provided that, if such extension
would cause the last day of an Interest Period for a Borrowing of Eurocurrency
Loans to occur in the following calendar month, the last day of such Interest
Period shall be the immediately preceding Business Day; and

         (iv)   for purposes of determining an Interest Period for a Borrowing
of Eurocurrency Loans, a month means a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next calendar
month; provided, however, that if there is no numerically corresponding day in
the month in which such an Interest Period is to end or if such an Interest
Period begins on the last Business Day of a calendar month, then such Interest
Period shall end on the last Business Day of the calendar month in which such
Interest Period is to end.

         Section 1.7. Maturity of Loans. Each Revolving Loan and Swing Loan,
both for principal and interest not sooner paid, shall mature and become due and
payable by the applicable Borrower on the Revolving Credit Termination Date.

         Section 1.8. Prepayments. (a) Optional. Each Borrower may prepay in
whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate
Loans, in an amount not less than $500,000, (ii) if such Borrowing is of
Eurocurrency Loans denominated in U.S. Dollars, in an amount not less than
$500,000, (iii) if such is of Eurocurrency Loans denominated in an Alternative
Currency, an amount for which the U.S. Dollar Equivalent is not less than
$500,000, and (iv) in each case, in an amount such that the minimum amount
required for a Borrowing pursuant to Section 1.4 and 1.14 hereof remains
outstanding) any Borrowing of Eurocurrency Loans at any time upon (i) if such
Loan is denominated in U.S. Dollars, three (3) Business Days prior notice by the
Company to the Administrative Agent, (ii) if such Loan is denominated in an
Alternative Currency, four (4) Business Days prior notice by the Company to the
Administrative Agent, or (iii) in the case of a Borrowing of Base Rate Loans,
notice delivered by the Company to the Administrative Agent no later than 10:00
a.m. (Chicago time) on the date of prepayment (or, in any case, such shorter
period of time then agreed to by the Administrative Agent), such prepayment to
be made by the payment of the principal amount to be prepaid and, in the case of
any Eurocurrency Loans or Swing Loans, accrued interest thereon to the date
fixed for prepayment plus any amounts due the Lenders under Section 1.11 hereof.

                                       -9-
<PAGE>

         (b)    Mandatory. The Borrowers shall, on each date the Revolving
Credit Commitments are reduced pursuant to Section 1.12 hereof, prepay the
Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations by
the amount, if any, necessary to reduce the sum of the Original Dollar Amount of
Revolving Loans, Swing Loans, and L/C Obligations then outstanding to the amount
to which the Revolving Credit Commitments have been so reduced.

         (c)    Application. Unless the Company otherwise directs, prepayments
of Loans under this Section 1.8(b) shall be applied first to Borrowings of Base
Rate Loans until payment in full thereof with any balance applied to Borrowings
of Eurocurrency Loans in the order in which their Interest Periods expire. Each
prepayment of Loans under this Section 1.8(b) shall be made by the payment of
the principal amount to be prepaid and, in the case of any Eurocurrency Loans or
Swing Loans, accrued interest thereon to the date of prepayment together with
any amounts due the Lenders under Section 1.11 hereof. Each prefunding of L/C
Obligations shall be made in accordance with Section 9.4 hereof.

         Section 1.9. Default Rate. Notwithstanding anything to the contrary
contained herein, while any Event of Default exists or after acceleration, the
Borrowers shall pay interest (after as well as before entry of judgment thereon
to the extent permitted by law) on the principal amount of all Loans and
Reimbursement Obligations, and letter of credit fees at a rate per annum equal
to:

         (a)    for any Base Rate Loan or any Swing Loan bearing interest based
on the Base Rate, the sum of 2.0% plus the Applicable Margin plus the Base Rate
from time to time in effect;

         (b)    for any Eurocurrency Loan denominated in U.S. Dollars or any
Swing Loan bearing interest at the Administrative Agent's Quoted Rate, the sum
of 2.0% plus the rate of interest in effect thereon at the time of such default
until the end of the Interest Period applicable thereto and, thereafter, at a
rate per annum equal to the sum of 2.0% plus the Applicable Margin for Base Rate
Loans plus the Base Rate from time to time in effect;

         (c)    for any Eurocurrency Loan denominated in an Alternative
Currency, the sum of two percent (2%) plus the rate of interest in effect
thereon at the time of such default until the end of the Interest Period
applicable thereto and, thereafter, at a rate per annum equal to the sum of the
Applicable Margin for Eurocurrency Loans plus two percent (2%) plus the rate of
interest per annum as determined by the Administrative Agent (rounded upwards,
if necessary, to the next higher one hundred-thousandth of a percentage point)
at which overnight or weekend deposits (or, if such amount due remains unpaid
more than three (3) Business Days, then for such other period of time not longer
than one (1) month as the Administrative Agent may elect in its absolute
discretion) of the relevant Alternative Currency for delivery in immediately
available and freely transferable funds would be offered by the Administrative
Agent to major banks in the interbank market upon request of such major banks
for the applicable period as determined above and in an amount comparable to the
unpaid principal amount of any such Eurocurrency Loan (or, if the Administrative
Agent is not placing deposits in such currency in the interbank market, then the
Administrative Agent's cost of funds in such currency for such period); and

                                      -10-
<PAGE>

         (d)    for any Reimbursement Obligation, the sum of 2.0% plus the
amounts due under Section 1.2 with respect to such Reimbursement Obligation; and

         (e)    for any Letter of Credit, the sum of 2.0% plus the letter of
credit fee due under Section 2.1 with respect to such Letter of Credit;

provided, however, that in the absence of acceleration, any adjustments pursuant
to this Section shall be made at the election of the Administrative Agent,
acting at the request or with the consent of the Required Lenders, with written
notice to the Company. While any Event of Default exists or after acceleration,
interest shall be paid on demand of the Administrative Agent at the request or
with the consent of the Required Lenders.

         Section 1.10. The Notes. (a) The Revolving Loans made to a Borrower by
a Lender shall be evidenced by a single promissory note of such Borrower issued
to such Lender in the form of Exhibit D-1 hereto. Each such promissory note is
hereinafter referred to as a "Revolving Note" and collectively such promissory
notes are referred to as the "Revolving Notes."

         (b)    The Swing Loans made to the Company by the Administrative Agent
shall be evidenced by a single promissory note of the Company issued to the
Administrative Agent in the form of Exhibit D-2 hereto. Such promissory note is
hereinafter referred to as the "Swing Note."

         (c)    Each Lender shall record on its books and records or on a
schedule to its appropriate Note the amount of each Loan advanced, continued or
converted by it, all payments of principal and interest and the principal
balance from time to time outstanding thereon, the type of such Loan, and, for
any Eurocurrency Loan or Swing Loan, the Interest Period, currency and the
interest rate applicable thereto. The record thereof, whether shown on such
books and records of a Lender or on a schedule to the relevant Note, shall be
prima facie evidence as to all such matters; provided, however, that the failure
of any Lender to record any of the foregoing or any error in any such record
shall not limit or otherwise affect the obligation of a Borrower to repay all
Loans made to it hereunder together with accrued interest thereon. At the
request of any Lender and upon such Lender tendering to a Borrower the
appropriate Note to be replaced, such Borrower shall furnish a new Note to such
Lender to replace any outstanding Note.

         Section 1.11. Funding Indemnity. If any Lender shall incur any loss,
cost or expense (including, without limitation, any loss of profit, and any
loss, cost or expense incurred by reason of the liquidation or re-employment of
deposits or other funds acquired by such Lender to fund or maintain any
Eurocurrency Loan or Swing Loan or the relending or reinvesting of such deposits
or amounts paid or prepaid to such Lender) as a result of:

         (a)    any payment, prepayment or conversion of a Eurocurrency Loan or
Swing Loan on a date other than the last day of its Interest Period,

         (b)    any failure (because of a failure to meet the conditions of
Section 7 or otherwise) by a Borrower to borrow or continue a Eurocurrency Loan
or Swing Loan, or to convert a Base Rate Loan into a Eurocurrency Loan or Swing
Loan, on the date specified in a notice given pursuant to Section 1.5(a) or 1.14
hereof,

         (c)    any failure by a Borrower to make any payment of principal on
any Eurocurrency Loan or Swing Loan when due (whether by acceleration or
otherwise), or

                                      -11-
<PAGE>

         (d)    any acceleration of the maturity of a Eurocurrency Loan or Swing
Loan as a result of the occurrence of any Event of Default hereunder,

then, upon the demand of such Lender, the applicable Borrower shall pay to such
Lender such amount as will reimburse such Lender for such loss, cost or expense.
If any Lender makes such a claim for compensation, it shall provide to the
Company, with a copy to the Administrative Agent, a certificate setting forth
the amount of such loss, cost or expense in reasonable detail (including an
explanation of the basis for and the computation of such loss, cost or expense)
and the amounts shown on such certificate shall be deemed prime facie correct.

         Section 1.12. Revolving Credit Commitment Terminations. (a) The Company
shall have the right at any time and from time to time, upon three (3) Business
Days prior written notice to the Administrative Agent (or such shorter period of
time agreed to by the Administrative Agent), to terminate the Revolving Credit
Commitments without premium or penalty and in whole or in part, any partial
termination to be (i) in an amount not less than $5,000,000 and in integral
multiples of $1,000,000 and (ii) allocated ratably among the Lenders in
proportion to their respective Percentages, provided that the Revolving Credit
Commitments may not be reduced to an amount less than the sum of the Original
Dollar Amount of Revolving Loans, Swing Loans, and L/C Obligations then
outstanding. Any termination of the Revolving Credit Commitments below the L/C
Sublimit, Swing Line Sublimit or other sublimit applicable to a particular
Borrower as provided in Section 1.1 hereof then in effect shall reduce the L/C
Sublimit, Swing Line Sublimit or such other sublimit, as applicable, by a like
amount. The Administrative Agent shall give prompt notice to each Lender of any
such termination of the Revolving Credit Commitments.

         (b)    Any termination of the Revolving Credit Commitments pursuant to
this Section 1.12 may not be reinstated.

         Section 1.13. Substitution of Lenders. In the event (a) the Company
receives a claim from any Lender for compensation under Section 10.3 or 13.1
hereof, (b) the Company receives notice from any Lender of any illegality
pursuant to Section 10.1 hereof, (c) any Lender is in default in any material
respect with respect to its obligations under the Loan Documents, or (d) a
Lender fails to consent to an amendment or waiver requested under Section 13.13
hereof at a time when the Required Lenders have approved such amendment or
waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being
hereinafter referred to as an "Affected Lender"), the Company may, in addition
to any other rights the Company may have hereunder or under applicable law,
require, at its expense, any such Affected Lender to assign, at par plus accrued
interest and fees, without recourse, all of its interest, rights, and
obligations hereunder (including its Revolving Credit Commitment and the Loans
and participation interests in Letters of Credit and other amounts at any time
owing to it hereunder and the other Loan Documents) to a commercial bank or
other financial institution specified by the Company, provided that (i) such
assignment shall not conflict with or violate any law, rule or regulation or
order of any court or other governmental authority, (ii) the Company shall have
received the written consent of the Administrative Agent, which consent shall
not be unreasonably withheld, to such assignment, (iii) the Borrowers shall have
paid to the Affected Lender all monies (together with amounts due such Affected
Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather
than assigned) other than such principal owing to it hereunder, and (iv) the
assignment is entered into in accordance with the other requirements of Section
13.12 hereof (provided any assignment fees and reimbursable expenses due
thereunder shall be paid by the Company).

                                      -12-
<PAGE>

         Section 1.14. Swing Loans. (a) Generally. Subject to the terms and
conditions hereof, as part of the Revolving Credit, the Administrative Agent
agrees to make loans to the Company under the Swing Line (individually a "Swing
Loan" and collectively the "Swing Loans") which shall not in the aggregate at
any time outstanding exceed the Swing Line Sublimit. The Swing Loans may be
availed of the Company from time to time and borrowings thereunder may be repaid
and used again during the period ending on the Revolving Credit Termination
Date; provided that each Swing Loan must be repaid on the last day of the
Interest Period applicable thereto. Each Swing Loan shall be in a minimum amount
of $500,000 or such greater amount which is an integral multiple of $100,000.

         (b)    Interest on Swing Loans. Each Swing Loan shall bear interest
until maturity (whether by acceleration or otherwise) at a rate per annum equal
to (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans
under the Revolving Credit as from time to time in effect (computed on the basis
of a year of 365 or 366 days, as the case may be, for the actual number of days
elapsed) or (ii) the Administrative Agent's Quoted Rate (computed on the basis
of a year of 360 days for the actual number of days elapsed). Interest on each
Swing Loan shall be due and payable on the last day of its Interest Period and
at maturity (whether by acceleration or otherwise).

         (c)    Requests for Swing Loans. The Company shall give the
Administrative Agent prior notice (which may be written or oral) no later than
12:00 Noon (Chicago time) on the date upon which the Company requests that any
Swing Loan be made, of the amount and date of such Swing Loan, and the Interest
Period requested therefor. Within 30 minutes after receiving such notice, the
Administrative Agent shall in its discretion quote an interest rate to the
Company at which the Administrative Agent would be willing to make such Swing
Loan available to the Company for the Interest Period so requested (the rate so
quoted for a given Interest Period being herein referred to as "Administrative
Agent's Quoted Rate"). The Company acknowledges and agrees that the interest
rate quote is given for immediate and irrevocable acceptance. If the Company
does not so immediately accept the Administrative Agent's Quoted Rate for the
full amount requested by the Company for such Swing Loan, the Administrative
Agent's Quoted Rate shall be deemed immediately withdrawn and such Swing Loan
shall bear interest at the rate per annum determined by adding the Applicable
Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from
time to time in effect. Subject to the terms and conditions hereof, the proceeds
of such Swing Loan shall be made available to the Company on the date so
requested at the offices of the Administrative Agent in Chicago, Illinois, by
depositing such proceeds to the credit of the Company's operating account
maintained with the Administrative Agent or as the Company and the
Administrative Agent may otherwise agree. Anything contained in the foregoing to
the contrary notwithstanding, (i) the obligation of the Administrative Agent to
make Swing Loans shall be subject to all of the terms and conditions of this
Agreement and (ii) the Administrative Agent shall not be obligated to make more
than one Swing Loan during any one day.

                                      -13-
<PAGE>

         (d)    Refunding Loans. In its sole and absolute discretion, the
Administrative Agent may at any time, on behalf of the Company (which hereby
irrevocably authorizes the Administrative Agent to act on its behalf for such
purpose) and with notice to the Company, request each Lender to make a Revolving
Loan in the form of a Base Rate Loan in an amount equal to such Lender's
Percentage of the amount of the Swing Loans outstanding on the date such notice
is given. Unless an Event of Default described in Section 9.1(j) or 9.1(k)
exists with respect to the Company, regardless of the existence of any other
Event of Default, each Lender shall make the proceeds of its requested Revolving
Loan available to the Administrative Agent, in immediately available funds, at
the Administrative Agent's principal office in Chicago, Illinois, before 12:00
Noon (Chicago time) on the Business Day following the day such notice is given.
The proceeds of such Borrowing of Revolving Loans shall be immediately applied
to repay the outstanding Swing Loans.

         (e)    Participations. If any Lender refuses or otherwise fails to make
a Revolving Loan when requested by the Administrative Agent pursuant to Section
1.14(d) above (because an Event of Default described in Section 9.1(j) or 9.1(k)
exists with respect to any Borrower or otherwise), such Lender will, by the time
and in the manner such Revolving Loan was to have been funded to the
Administrative Agent, purchase from the Administrative Agent an undivided
participating interest in the outstanding Swing Loans in an amount equal to its
Percentage of the aggregate principal amount of Swing Loans that were to have
been repaid with such Revolving Loans. Each Lender that so purchases a
participation in a Swing Loan shall thereafter be entitled to receive its
Percentage of each payment of principal received on the Swing Loan and of
interest received thereon accruing from the date such Lender funded to the
Administrative Agent its participation in such Loan. The several obligations of
the Lenders under this Section shall be absolute, irrevocable and unconditional
under any and all circumstances whatsoever and shall not be subject to any
set-off, counterclaim or defense to payment which any Lender may have or have
had against any Borrower, any other Lender or any other Person whatever. Without
limiting the generality of the foregoing, such obligations shall not be affected
by any Default or Event of Default or by any reduction or termination of the
Revolving Credit Commitment of any Lender, and each payment made by a Lender
under this Section shall be made without any offset, abatement, withholding or
reduction whatsoever.

         Section 1.15. Increase in Revolving Credit Commitments. The Company
may, on any Business Day prior to the Revolving Credit Termination Date, with
the written consent of the Administrative Agent (which consent shall not be
unreasonably withheld or delayed), increase the aggregate amount of the
Revolving Credit Commitments by delivering a Commitment Amount Increase Request
at least five (5) Business Days prior to the desired effective date of such
increase (the "Commitment Amount Increase") identifying an additional Lender (or
additional Revolving Credit Commitments for existing Lender(s)) and the amount
of its Revolving Credit Commitment (or additional amount of its Revolving Credit
Commitment(s)); provided, however, that (i) any increase of the aggregate amount
of the Revolving Credit Commitments to an amount in excess of $175,000,000 will
require the approval of all the Lenders, and (ii) any increase of the aggregate
amount of the Revolving Credit Commitments shall be in an amount not less than
$5,000,000. The effective date of the Commitment Amount Increase shall be agreed
upon by the Company and the Administrative Agent. Upon the effectiveness
thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance
Loans in an amount sufficient such that after giving effect to its Loans each
Lender shall have outstanding its pro rata share of Loans. It shall be a
condition to such effectiveness that (i) no Eurocurrency Loans be outstanding on
the date of such effectiveness and (ii) the Company shall not have terminated
any portion of the Revolving Credit Commitments pursuant to Section 1.12 hereof.
The Borrowers agree to pay any reasonable expenses of the Administrative Agent
relating to any Commitment Amount Increase. Notwithstanding anything herein to
the contrary, no Lender shall have any obligation to increase its Revolving
Credit Commitment and no Lender's Revolving Credit Commitment shall be increased
without its consent thereto, and each Lender may at its option, unconditionally
and without cause, decline to increase its Revolving Credit Commitment.

                                      -14-
<PAGE>

SECTION 2.     FEES.

         Section 2.1. Fees. (a) Revolving Credit Commitment Fee. The Borrowers
shall pay to the Administrative Agent for the ratable account of the Lenders in
accordance with their Percentages a commitment fee at the rate per annum equal
to the Applicable Margin (computed on the basis of a year of 360 days and the
actual number of days elapsed) on the average daily Unused Revolving Credit
Commitments. Such commitment fee shall be payable quarterly in arrears on the
last day of each March, June, September, and December in each year (commencing
on the first such date occurring after the date hereof) and on the Revolving
Credit Termination Date, unless the Revolving Credit Commitments are terminated
in whole on an earlier date, in which event the commitment fee for the period to
the date of such termination in whole shall be paid on the date of such
termination.

         (b)    Letter of Credit Fees. On the date of issuance or extension, or
increase in the amount, of any Letter of Credit pursuant to Section 1.3 hereof,
the Company shall pay to the L/C Issuer for its own account a fronting fee equal
to 0.125% of the face amount of (or of the increase in the face amount of) such
Letter of Credit. Quarterly in arrears, on the last day of each March, June,
September, and December, commencing on the first such date occurring after the
date hereof, the Company shall pay to the Administrative Agent, for the ratable
benefit of the Lenders in accordance with their Percentages, a letter of credit
fee at a rate per annum equal to the Applicable Margin (computed on the basis of
a year of 360 days and the actual number of days elapsed) in effect during each
day of such quarter applied to the daily average face amount of Letters of
Credit outstanding during such quarter. In addition, the Company shall pay to
the L/C Issuer for its own account the L/C Issuer's standard issuance, drawing,
negotiation, amendment, and other administrative fees for each Letter of Credit
as established by the L/C Issuer from time to time.

         (c)    Administrative Agent Fees. The Borrowers shall pay to the
Administrative Agent, for its own use and benefit, the fees agreed to between
the Administrative Agent and the Company in a fee letter dated September 16,
2005, or as otherwise agreed to in writing between them.

                                      -15-
<PAGE>

SECTION 3.     PLACE AND APPLICATION OF PAYMENTS.

         Section 3.1. Place and Application of Payments. All payments of
principal of and interest on the Loans and the Reimbursement Obligations, and of
all other Obligations payable by the Borrowers under this Agreement and the
other Loan Documents, shall be made by the Borrowers to the Administrative Agent
by no later than 12:00 Noon (Chicago time) on the due date thereof at the office
of the Administrative Agent in Chicago, Illinois (or such other location as the
Administrative Agent may designate to the Company) for the benefit of the Lender
or Lenders entitled thereto. Any payments received after such time shall be
deemed to have been received by the Administrative Agent on the next Business
Day. All such payments shall be made (i) in U.S. Dollars, in immediately
available funds at the place of payment or (ii) in the case amounts payable
hereunder in an Alternative Currency, in such Alternative Currency in such funds
then customary for the settlement of international transactions in such
currency, in each case without set-off or counterclaim. The Administrative Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest on Loans and on Reimbursement Obligations in
which the Lenders have purchased Participating Interests ratably to the Lenders
and like funds relating to the payment of any other amount payable to any Lender
to such Lender, in each case to be applied in accordance with the terms of this
Agreement. If the Administrative Agent causes amounts to be distributed to the
Lenders in reliance upon the assumption that the Borrowers will make a scheduled
payment and such scheduled payment is not so made, each Lender shall, on demand,
repay to the Administrative Agent the amount distributed to such Lender together
with interest thereon in respect of each day during the period commencing on the
date such amount was distributed to such Lender and ending on (but excluding)
the date such Lender repays such amount to the Administrative Agent, at a rate
per annum equal to: (i) from the date the distribution was made to the date two
(2) Business Days after payment by such Lender is due hereunder, the Federal
Funds Rate for each such day and (ii) from the date two (2) Business Days after
the date such payment is due from such Lender to the date such payment is made
by such Lender, the Base Rate in effect for each such day.

         Anything contained herein to the contrary notwithstanding (including,
without limitation, Section 1.9(b) hereof), all payments and collections
received in respect of the Obligations, by the Administrative Agent or any of
the Lenders after acceleration or the final maturity of the Obligations or
termination of the Revolving Credit Commitments as a result of an Event of
Default shall be remitted to the Administrative Agent and distributed as
follows:

         (a)    first, to the payment of any outstanding costs and expenses
incurred by the Administrative Agent in protecting, preserving or enforcing
rights under the Loan Documents, and in any event including all costs and
expenses of a character which the Borrowers have agreed to pay the
Administrative Agent under Section 13.15 hereof (such funds to be retained by
the Administrative Agent for its own account unless it has previously been
reimbursed for such costs and expenses by the Lenders, in which event such
amounts shall be remitted to the Lenders to reimburse them for payments
theretofore made to the Administrative Agent);

         (b)    second, to the payment of principal and interest on the Swing
Note until paid in full;

         (c)    third, to the payment of any outstanding interest and fees due
under the Loan Documents to be allocated pro rata in accordance with the
aggregate unpaid amounts owing to each holder thereof;

                                      -16-
<PAGE>

         (d)    fourth, to the payment of principal on the Notes, unpaid
Reimbursement Obligations, together with amounts to be held by the
Administrative Agent as collateral security for any outstanding L/C Obligations
pursuant to Section 9.4 hereof (until the Administrative Agent is holding an
amount of cash equal to the then outstanding amount of all such L/C
Obligations), and Hedging Liability, the aggregate amount paid to, or held as
collateral security for, the Lenders and, in the case of Hedging Liability,
their Affiliates to be allocated pro rata in accordance with the aggregate
unpaid amounts owing to each holder thereof;

         (e)    fifth, to the payment of all other unpaid Obligations to be
allocated pro rata in accordance with the aggregate unpaid amounts owing to each
holder thereof; and

         (f)    finally, to the Company or whoever else may be lawfully entitled
thereto.

         Section 3.2. Account Debit. Each Borrower hereby irrevocably authorizes
the Administrative Agent to charge such Borrower's deposit account or accounts
maintained with the Administrative Agent for the amounts from time to time
necessary to pay any then due Obligations; provided that each Borrower
acknowledges and agrees that the Administrative Agent shall not be under an
obligation to do so and the Administrative Agent shall not incur any liability
to any Borrower or any other Person for the Administrative Agent's failure to do
so.

SECTION 4.     GUARANTIES.

         Section 4.1. Guaranties. The payment and performance of the
Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability
shall at all times be guaranteed by the Company and each direct and indirect
Material Subsidiary of the Company (individually a "Guarantor" and collectively
the "Guarantors") pursuant to Section 12 hereof or pursuant to one or more
guaranty agreements in form and substance acceptable to the Administrative
Agent, as the same may be amended, modified or supplemented from time to time
(individually a "Guaranty" and collectively the "Guaranties"); provided,
however, that unless otherwise required by the Administrative Agent or the
Required Lenders during the existence of any Event of Default, a Foreign
Subsidiary shall not be required to be a Guarantor hereunder if providing such
Guaranty would cause a material adverse effect on the Company's federal income
tax liability.

         Section 4.2. Further Assurances. The Company agrees that it shall, and
shall cause each other Guarantor to, from time to time at the request of the
Administrative Agent or the Required Lenders, execute and deliver such documents
and do such acts and things as the Administrative Agent or the Required Lenders
may reasonably request in order to provide for a Guaranty as required by Section
4.1. In the event the Company or any other Guarantor forms or acquires any other
Material Subsidiary after the date hereof, except as otherwise provided in
Section 4.1 above, the Company shall promptly upon such formation or acquisition
cause such newly formed or acquired Material Subsidiary to execute a Guaranty as
the Administrative Agent may then require, and the Company shall also deliver to
the Administrative Agent, or cause such Material Subsidiary to deliver to the
Administrative Agent, at the Borrowers' cost and expense, such other
instruments, documents, certificates, and opinions reasonably required by the
Administrative Agent in connection therewith.

                                      -17-
<PAGE>

SECTION 5.     DEFINITIONS; INTERPRETATION.

         Section 5.1. Definitions. The following terms when used herein shall
have the following meanings:

         "Acquired Business" means the entity or assets acquired by the Company
or a Subsidiary in an Acquisition, whether before or after the date hereof.

         "Acquisition" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person
(other than a Person that is a Subsidiary), or otherwise causing any Person to
become a Subsidiary, or (c) a merger or consolidation or any other combination
with another Person (other than a Person that is a Subsidiary), provided that
the Company or the Subsidiary is the surviving entity.

         "Adjusted LIBOR" is defined in Section 1.3(b) hereof.

         "Administrative Agent" means Harris N.A. and any successor pursuant to
Section 11.7 hereof.

         "Administrative Agent's Quoted Rate" is defined in Section 1.14(c)
hereof.

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

         "Affiliate" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this
definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors,
trustees or officers, by contract or otherwise; provided that, in any event for
purposes of this definition, any Person that owns, directly or indirectly, 5% or
more of the securities having the ordinary voting power for the election of
directors or governing body of a corporation or 5% or more of the partnership or
other ownership interest of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person.

         "Agreement" means this Credit Agreement, as the same may be amended,
modified, restated or supplemented from time to time pursuant to the terms
hereof.

         "Alternative Currency" means any of Euros, Pound Sterling, and any
other currency approved by all the Lenders, in each case for so long as such
currency is readily available to all the Lenders and is freely transferable and
freely convertible to U.S. Dollars and the Dow Jones Telerate Service or Reuters
Monitor Money Rates Service (or any successor to either) reports a LIBOR for
such currency for interest periods of one, two, three and six calendar months;
provided that if any Lender provides written notice to the Company (with a copy
to the Administrative Agent) that any currency control or other exchange
regulations are imposed in the country in which any such Alternative Currency is
issued and that in the reasonable opinion of such Lender funding a Loan in such
currency is impractical, then such currency shall cease to be an Alternative
Currency hereunder until such time as all the Lenders reinstate such country's
currency as an Alternative Currency.

                                      -18-
<PAGE>

         "Applicable Margin" means, with respect to Loans, Reimbursement
Obligations, and the commitment fees and letter of credit fees payable under
Section 2.1 hereof, until the first Pricing Date, the rates per annum shown
opposite Level I below, and thereafter from one Pricing Date to the next the
Applicable Margin means the rates per annum determined in accordance with the
following schedule:

<TABLE>
<CAPTION>
                                       APPLICABLE MARGIN FOR     APPLICABLE MARGIN
               TOTAL SENIOR FUNDED      BASE RATE LOANS AND    FOR EUROCURRENCY LOANS    APPLICABLE MARGIN
                DEBT/EBITDA RATIO          REIMBURSEMENT        AND LETTER OF CREDIT     FOR COMMITMENT FEE
   LEVEL      FOR SUCH PRICING DATE    OBLIGATIONS SHALL BE:       FEE SHALL BE:             SHALL BE:
   -----    -------------------------  ---------------------   ----------------------    ------------------
    <S>     <C>                                  <C>                   <C>                    <C>
     V      Greater  than or equal to
            2.50 to 1.0                          0%                    1.125%                  0.20%

    IV      Less  than  2.50  to 1.0,
            but   greater   than   or
            equal to 2.00 to 1.0                 0%                    0.875%                 0.175%

    III     Less  than  2.0  to  1.0,
            but   greater   than   or
            equal to 1.5 to 1.0                  0%                     0.75%                  0.15%

    II      Less  than  1.5  to  1.0,
            but   greater   than   or
            equal to 1.0 to 1.0                  0%                    0.625%                 0.125%

     I      Less than 1.0 to 1.0                 0%                     0.50%                  0.10%
</TABLE>

For purposes hereof, the term "Pricing Date" means, for any fiscal quarter of
the Company ending on or after September 30, 2005, the date on which the
Administrative Agent is in receipt of the Company's most recent financial
statements (and, in the case of the year-end financial statements, audit report)
for the fiscal quarter then ended, pursuant to Section 8.5 hereof. The
Applicable Margin shall be established based on the Total Senior Debt/EBITDA
Ratio for the most recently completed fiscal quarter and the Applicable Margin
established on a Pricing Date shall remain in effect until the next Pricing
Date. If the Company has not delivered its financial statements by the date such
financial statements (and, in the case of the year-end financial statements,
audit report) are required to be delivered under Section 8.5 hereof, until such
financial statements and audit report are delivered, the Applicable Margin shall
be the highest Applicable Margin (i.e., Level V shall apply). If the Company
subsequently delivers such financial statements before the next Pricing Date,
the Applicable Margin established by such late delivered financial statements
shall take effect from the date of delivery until the next Pricing Date. In all
other circumstances, the Applicable Margin established by such financial
statements shall be in effect from the Pricing Date that occurs immediately
after the end of the fiscal quarter covered by such financial statements until
the next Pricing Date. Each determination of the Applicable Margin made by the
Administrative Agent in accordance with the foregoing shall be conclusive and
binding on the Borrowers and the Lenders if reasonably determined.

                                      -19-
<PAGE>

         "Application" is defined in Section 1.2(b) hereof.

         "Authorized Representative" means those persons shown on the list of
officers provided by the Company pursuant to Section 7.2 hereof or on any update
of any such list provided by the Company to the Administrative Agent, or any
further or different officers of the Company so named by any Authorized
Representative of the Company in a written notice to the Administrative Agent.

         "Base Rate" is defined in Section 1.3(a) hereof.

         "Base Rate Loan" means a Loan bearing interest at a rate specified in
Section 1.3(a) hereof.

         "Borrower" and "Borrowers" are each defined in the introductory
paragraph of this Agreement.

         "Borrowing" means the total of Loans of a single type advanced,
continued for an additional Interest Period, or converted from a different type
into such type by the Lenders under a Credit on a single date and, in the case
of Eurocurrency Loans, for a single Interest Period. Borrowings of Loans are
made and maintained ratably from each of the Lenders under a Credit according to
their Percentages of such Credit. A Borrowing is "advanced" on the day Lenders
advance funds comprising such Borrowing to the applicable Borrower, is
"continued" on the date a new Interest Period for the same type of Loans
commences for such Borrowing, and is "converted" when such Borrowing is changed
from one type of Loans to the other, all as determined pursuant to Section 1.5
hereof. Borrowings of Swing Loans are made by the Administrative Agent in
accordance with the procedures set forth in Section 1.14 hereof.

         "Business Day" means any day other than a Saturday or Sunday on which
Banks are not authorized or required to close in Chicago, Illinois and, if the
applicable Business Day relates to the borrowing or payment of a Eurocurrency
Loan, on which banks are dealing in U.S. Dollar deposits or the relevant
Alternative Currency in the interbank market in London, England and, if the
applicable Business Day relates to the borrowing or payment of a Eurocurrency
Loan denominated in an Alternative Currency, on which banks and foreign exchange
markets are open for business in the city where disbursements of or payments on
such Loan are to be made and, if such Alternative Currency is the Euro or any
national currency of a nation that is a member of the European Economic and
Monetary Union, which is a TARGET Settlement Day.

         "Capital Lease" means any lease of Property which in accordance with
GAAP is required to be capitalized on the balance sheet of the lessee.

                                      -20-
<PAGE>

         "Capitalized Lease Obligation" means, for any Person, the amount of the
liability shown on the balance sheet of such Person in respect of a Capital
Lease determined in accordance with GAAP.

         "Capitalized Rentals" shall mean as of the date of any determination
the amount at which the aggregate Rentals due and to become due under all
Capitalized Leases under which any Borrower or any Subsidiary is a lessee would
be reflected as a liability on a consolidated balance sheet of the Company and
its Subsidiaries.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 U.S.C. Sections 9601 et seq., and any future
amendments.

         "CETCO Europe" is defined in the introductory paragraph of this
Agreement.

         "Change of Control" means any of (a) the acquisition by any "person" or
"group" (as such terms are used in sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) at any time of beneficial ownership of 20% or
more of the outstanding capital stock or other equity interests of the Company
on a fully-diluted basis, (b) the failure of individuals who are members of the
board of directors (or similar governing body) of the Company on the Closing
Date (together with any new or replacement directors whose initial nomination
for election was approved by a majority of the directors who were either
directors on the Closing Date or previously so approved) to constitute a
majority of the board of directors (or similar governing body) of the Company,
or (c) any "Change of Control" (or words of like import), as defined in any
agreement or indenture relating to any issue of Indebtedness shall occur.

         "Closing Date" means the date of this Agreement or such later Business
Day upon which each condition described in Section 7.2 shall be satisfied or
waived in a manner acceptable to the Administrative Agent in its discretion.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.

         "Collateral Account" is defined in Section 9.4 hereof.

         "Colin Stewart" is defined in the introductory paragraph of this
Agreement.

         "Commitment Amount Increase" is defined in Section 1.15 hereof.

         "Commitment Amount Increase Request" means a Commitment Amount Increase
Request in the form of Exhibit E hereto.

         "Company" is defined in the introductory paragraph of this Agreement.

                                      -21-
<PAGE>

         "Consolidated Current Liabilities" as of the date of any determination
thereof shall mean such liabilities of the Company and its Subsidiaries on a
consolidated basis as shall be determined in accordance with GAAP to constitute
current liabilities.

         "Consolidated Net Tangible Assets" shall mean as of the date of any
determination thereof the total amount of all Tangible Assets of the Company and
its Subsidiaries after deducting all items which in accordance with GAAP would
be included on the liability side of a consolidated balance sheet, except
deferred income taxes, deferred investment tax credits, capital stock of any
class, surplus, and Funded Debt.

         "Consolidated Tangible Net Worth" shall mean, as of the date of any
determination thereof, Consolidated Net Tangible Assets less all outstanding
Funded Debt, deferred income taxes, deferred investment tax credits and Minority
Interests, all determined in accordance with GAAP consolidating the Company and
its Subsidiaries.

         "Consolidated Total Capitalization" shall mean, as of the date of any
determination thereof, the total amount of all assets of the Company and its
Subsidiaries after deducting all items which in accordance with GAAP would be
included on the liability side of a consolidated balance sheet, except capital
stock of any class, surplus (net of treasury stock and loans to officers), and
Funded Debt.

         "Contingent Obligations" of any Person shall mean all obligations
(other than endorsements in the ordinary course of business of negotiable
instruments for deposit or collection) of such Person guaranteeing or in effect,
guaranteeing any Indebtedness, dividend or other obligation, of any other Person
(the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, all obligations incurred through an agreement,
contingent or otherwise, by such Person: (i) to purchase such Indebtedness or
obligation or any property or assets constituting security therefor, (ii) to
advance or supply funds (x) for the purchase or payment of such Indebtedness or
obligation, (y) to maintain working capital or other balance sheet condition or
otherwise to advance or make available funds for the purchase or payment of such
Indebtedness or obligation, or (iii) to lease property or to purchase Securities
or other property or services primarily for the purpose of assuring the owner of
such Indebtedness or obligation of the ability of the primary obligor to make
payment of the Indebtedness or obligation, or (iv) otherwise to assure the owner
of the Indebtedness or obligation of the primary obligor against loss in respect
thereof. For the purposes of all computations made under this Agreement, a
guaranty in respect of any Indebtedness shall be deemed to be Indebtedness equal
to the principal amount of such Indebtedness which has been guaranteed, and a
guaranty in respect of any other obligation or liability or any dividend shall
be deemed to be Indebtedness equal to the maximum aggregate amount of such
obligation, liability or dividend.

         "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with any Borrower, are treated as a single
employer under Section 414 of the Code.

         "Credit" means either of the Revolving Credit or the Swing Line.

                                      -22-
<PAGE>

         "Credit Event" means the advancing of any Loan, the continuation of or
conversion into a Eurocurrency Loan, or the issuance of, or extension of the
expiration date or increase in the amount of, any Letter of Credit.

         "Current Debt" as of the date of any determination thereof shall mean
(i) all Indebtedness other than Funded Debt, (ii) letter of credit obligations
and (iii) Contingent Obligations with respect to Current Debt of others.

         "Default" means any event or condition the occurrence of which would,
with the passage of time or the giving of notice, or both, constitute an Event
of Default.

         "EBITDA" means, with reference to any period, Net Income for such
period plus the sum of all amounts deducted in arriving at such Net Income
amount in respect of (a) Interest Expense for such period, (b) federal, state,
and local income taxes for such period, and (c) depreciation of fixed assets and
amortization of intangible assets for such period.

         "Eligible Line of Business" means any business engaged in as of the
date of this Agreement by the Company or any of its Subsidiaries.

         "Environmental Claim" means any investigation, notice, violation,
demand, allegation, action, suit, injunction, judgment, order, consent decree,
penalty, fine, lien, proceeding or claim (whether administrative, judicial or
private in nature) arising (a) pursuant to, or in connection with an actual or
alleged violation of, any Environmental Law, (b) in connection with any
Hazardous Material, (c) from any abatement, removal, remedial, corrective or
response action in connection with a Hazardous Material, Environmental Law or
order of a governmental authority or (d) from any actual or alleged damage,
injury, threat or harm to health, safety, natural resources or the environment.

         "Environmental Law" means any current or future Legal Requirement
pertaining to (a) the protection of health, safety and the indoor or outdoor
environment, (b) the conservation, management or use of natural resources and
wildlife, (c) the protection or use of surface water or groundwater, (d) the
management, manufacture, possession, presence, use, generation, transportation,
treatment, storage, disposal, Release, threatened Release, abatement, removal,
remediation or handling of, or exposure to, any Hazardous Material or (e)
pollution (including any Release to air, land, surface water or groundwater),
and any amendment, rule, regulation, order or directive issued thereunder.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

         "Euro" and "(euro)" means the lawful currency of the member states of
the European Union that adopt a single currency in accordance with the Treaty on
European Union signed February 7, 1992.

         "Eurocurrency Loan" means a Loan bearing interest at the rate specified
in Section 1.3(b) hereof.

                                      -23-
<PAGE>

         "Eurocurrency Reserve Percentage" is defined in Section 1.3(b) hereof.

         "Event of Default" means any event or condition identified as such in
Section 9.1 hereof.

         "Existing Letters of Credit" is defined in Section 1.2(a) hereof.

         "Federal Funds Rate" means the fluctuating interest rate per annum
described in part (x) of clause (ii) of the definition of Base Rate appearing in
Section 1.3(a) hereof.

         "Foreign Subsidiary" means each Subsidiary which (a) is organized under
the laws of a jurisdiction other than the United States of America or any state
thereof, (b) conducts substantially all of its business outside of the United
States of America, and (c) has substantially all of its assets outside of the
United States of America.

         "Funded Debt" of any Person shall mean (i) all Indebtedness having a
final maturity of one or more than one year from the date of origin thereof (or
which is renewable or extendible at the option of the obligor for a period or
periods more than one year from the date of origin), including all payments in
respect thereof that are required to be made within one year from the date of
any determination of Funded Debt, whether or not included in Consolidated
Current Liabilities, (ii) all Capitalized Rentals, and (iii) all Contingent
Obligations with respect to Funded Debt of others (unless such Funded Debt is
included in subclauses (i) or (ii) above). "Consolidated" when used as a prefix
to any Funded Debt shall mean the aggregate amount of all such Funded Debt of
the Company and its Subsidiaries on a consolidated basis eliminating
intercompany items.

         "Funds Transfer and Deposit Account Liability" means the liability of
any Borrower or any Subsidiary owing to any of the Lenders, or any Affiliates of
such Lenders, arising out of (a) the execution or processing of electronic
transfers of funds by automatic clearing house transfer, wire transfer or
otherwise to or from deposit accounts of any Borrower and/or any Subsidiary now
or hereafter maintained with any of the Lenders or their Affiliates, (b) the
acceptance for deposit or the honoring for payment of any check, draft or other
item with respect to any such deposit accounts, and (c) any other deposit,
disbursement, and cash management services afforded to any Borrower or any
Subsidiary by any of such Lenders or their Affiliates.

         "GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

         "Guarantor" and "Guarantors" are each defined in Section 4.1 hereof.

         "Guaranty" and "Guaranties" are each defined in Section 4.1 hereof.

                                      -24-
<PAGE>

         "Hazardous Material" means any substance, chemical, compound, product,
solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which
is hazardous or toxic, and includes, without limitation, (a) asbestos,
polychlorinated biphenyls and petroleum (including crude oil or any fraction
thereof) and (b) any material classified or regulated as "hazardous" or "toxic"
or words of like import pursuant to an Environmental Law.

         "Hazardous Material Activity" means any activity, event or occurrence
involving a Hazardous Material, including, without limitation, the manufacture,
possession, presence, use, generation, transportation, treatment, storage,
disposal, Release, threatened Release, abatement, removal, remediation, handling
of or corrective or response action to any Hazardous Material.

         "Hedging Liability" means the liability of any Borrower or any
Subsidiary to any of the Lenders, or any Affiliates of such Lenders, in respect
of any interest rate, foreign currency, and/or commodity swap, exchange, cap,
collar, floor, forward, future or option agreement, or any other similar
interest rate, currency or commodity hedging arrangement, as such Borrower or
such Subsidiary, as the case may be, may from time to time enter into with any
one or more of the Lenders party to this Agreement or their Affiliates.

         "Hostile Acquisition" means the acquisition of the capital stock or
other equity interests of a Person through a tender offer or similar
solicitation of the owners of such capital stock or other equity interests which
has not been approved (prior to such acquisition) by resolutions of the Board of
Directors of such Person or by similar action if such Person is not a
corporation, and as to which such approval has not been withdrawn.

         "Indebtedness" means for any Person (without duplication) (a) all
indebtedness created, assumed or incurred in any manner by such Person
representing money borrowed (including by the issuance of debt securities), (b)
all indebtedness for the deferred purchase price of property or services (other
than trade accounts payable arising in the ordinary course of business which are
not more than thirty (30) days past due), (c) all indebtedness secured by any
Lien upon Property of such Person, whether or not such Person has assumed or
become liable for the payment of such indebtedness, (d) all Capitalized Lease
Obligations of such Person, (e) all obligations of such Person on or with
respect to letters of credit, bankers' acceptances and other extensions of
credit whether or not representing obligations for borrowed money, (f)
liabilities of such Person in respect of any so-called "synthetic" leases or
other transactions which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on such Person's balance
sheet and (g) net obligations under any Swap Contract in an amount equal to the
Swap Termination Value thereof.

         "Interest Expense" means, with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to Capitalized
Lease Obligations and all amortization of debt discount and expense) of the
Company and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP.

         "Interest Period" is defined in Section 1.6 hereof.

                                      -25-
<PAGE>

         "L/C Issuer" means the Administrative Agent, or any other Lender
requested by the Company and approved by the Administrative Agent in its sole
discretion with respect to any Letter of Credit.

         "L/C Obligations" means the aggregate undrawn face amounts of all
outstanding Letters of Credit and all unpaid Reimbursement Obligations.

         "L/C Sublimit" means $25,000,000, as reduced pursuant to the terms
hereof.

         "Legal Requirement" means any treaty, convention, statute, law,
regulation, ordinance, license, permit, governmental approval, injunction,
judgment, order, consent decree or other requirement of any governmental
authority, whether federal, state, or local.

         "Lenders" means and includes the financial institutions from time to
time party to this Agreement, including each assignee Lender pursuant to Section
13.12 hereof.

         "Lending Office" is defined in Section 10.4 hereof.

         "Letter of Credit" is defined in Section 1.2(a) hereof.

         "LIBOR" is defined in Section 1.3(b) hereof.

         "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, Capital Lease or other title
retention arrangement.

         "Loan" means any Revolving Loan or Swing Loan, whether outstanding as a
Base Rate Loan or Eurocurrency Loan or otherwise, each of which is a "type" of
Loan hereunder.

         "Loan Documents" means this Agreement, the Notes, the Applications, the
Guaranties, and each other instrument or document to be delivered hereunder or
thereunder or otherwise in connection therewith.

         "Material Adverse Effect" means (a) a material adverse change in, or
material adverse effect upon, the operations, business, Property, condition
(financial or otherwise) or prospects of any Borrower or of the Company and its
Subsidiaries taken as a whole, (b) a material impairment of the ability of any
Borrower or any Subsidiary to perform its obligations under any Loan Document or
(c) a material adverse effect upon the legality, validity, binding effect or
enforceability against any Borrower or any Subsidiary of any Loan Document or
the rights and remedies of the Administrative Agent and the Lenders thereunder.

         "Material Subsidiary" means any Subsidiary that, directly or indirectly
through a Subsidiary, either (a) owns assets with a book value in excess of 5%
of the book value of the total consolidated assets of the Company and its
Subsidiaries measured as of the last day of the most recently completed fiscal
quarter for which financial statements have been delivered pursuant to Section
8.5 or (b) generated annual revenues in excess of 5% of the revenues of the
Company and its Subsidiaries, taken as a whole, for the most recently completed
four fiscal quarter period for which financial statements have been delivered
pursuant to Section 8.5.

                                      -26-
<PAGE>

         "Minority Interests" shall mean any shares of stock of any class of a
Subsidiary (other than directors' qualifying shares as required by law) that are
not owned by the Company and/or one or more of its Subsidiaries. Minority
Interests shall be valued by valuing Minority Interests constituting preferred
stock at the voluntary or involuntary liquidating value of such preferred stock,
whichever is greater, and by valuing Minority Interests constituting common
stock at the book value of capital and surplus applicable thereto adjusted, if
necessary, to reflect any changes from the book value of such common stock
required by the foregoing method of valuing Minority Interests in preferred
stock.

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

         "Net Cash Proceeds" means, with respect to any offering of equity
securities of a Person, cash and cash equivalent proceeds received by or for
such Person's account, net of reasonable legal, underwriting, and other fees and
expenses incurred as a direct result thereof.

         "Net Income" means, with reference to any period, the net income (or
net loss) of the Company and its Subsidiaries for such period computed on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded from Net Income (a) the net income (or net loss) of any Person accrued
prior to the date it becomes a Subsidiary of, or has merged into or consolidated
with, the Company or another Subsidiary, and (b) the net income (or net loss) of
any Person (other than a Subsidiary) in which the Company or any of its
Subsidiaries has a equity interest in, except to the extent of the amount of
dividends or other distributions actually paid to the Company or any of its
Subsidiaries during such period.

         "Net Worth" means, for any Person and at any time the same is to be
determined, total shareholder's equity (including capital stock, additional
paid-in capital, and retained earnings after deducting treasury stock) which
would appear on the balance sheet of such Person in accordance with GAAP.

         "Notes" means and includes the Revolving Notes and the Swing Note.

         "Obligations" means all obligations of the Borrowers to pay principal
and interest on the Loans, all Reimbursement Obligations owing under the
Applications, all fees and charges payable hereunder, and all other payment
obligations of the Borrowers or any Subsidiaries arising under or in relation to
any Loan Document, in each case whether now existing or hereafter arising, due
or to become due, direct or indirect, absolute or contingent, and howsoever
evidenced, held or acquired.

         "Original Dollar Amount" means the amount of any Obligation denominated
in U.S. Dollars and, in relation to any Loan denominated in an Alternative
Currency, the U.S. Dollar Equivalent of such Loan on the day it is advanced or
continued for an Interest Period.

         "Participating Interest" is defined in Section 1.2(d) hereof.

                                      -27-
<PAGE>

         "Participating Lender" is defined in Section 1.2(d) hereof.

         "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

         "Percentage" means, for each Lender, the percentage of the Revolving
Credit Commitments represented by such Lender's Revolving Credit Commitment or,
if the Revolving Credit Commitments have been terminated, the percentage held by
such Lender (including through participation interests in Reimbursement
Obligations and Swing Loans) of the aggregate principal amount of all Revolving
Loans, Swing Loans and L/C Obligations then outstanding.

         "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization or any other
entity or organization, including a government or agency or political
subdivision thereof.

         "Plan" means any employee pension benefit plan covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Code
that either (a) is maintained by a member of the Controlled Group for employees
of a member of the Controlled Group or (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.

         "Polish Borrower" is defined in the introductory paragraph of this
Agreement.

         "Pound Sterling" and "(pound)" means the lawful currency of the United
Kingdom.

         "Premises" means the real property owned or leased by any Borrower or
any Subsidiary.

         "Property" means, as to any Person, all types of real, personal,
tangible, intangible or mixed property owned by such Person whether or not
included in the most recent balance sheet of such Person and its subsidiaries
under GAAP.

         "RCRA" means the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments
of 1984, 42 U.S.C. Sections 6901 et seq., and any future amendments.

         "Reimbursement Obligation" is defined in Section 1.2(c) hereof.

         "Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, migration, dumping, or
disposing into the indoor or outdoor environment, including, without limitation,
the abandonment or discarding of barrels, drums, containers, tanks or other
receptacles containing or previously containing any Hazardous Material.

                                      -28-
<PAGE>

         "Rentals" shall mean and include all fixed rents (including as such all
payments which the lessee is obligated to make to the lessor on termination of
the lease or surrender of the property) payable by a Borrower or a Subsidiary,
as lessee or sublessee under a lease of real or personal property, but shall be
exclusive of any amounts required to be paid by a Borrower or a Subsidiary
(whether or not designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges. Fixed rents under
any so-called, "percentage leases" shall be computed solely on the basis of the
minimum rents, if any, required to be paid by the lessee regardless of sales
volume or gross revenues.

         "Required Lenders" means, as of the date of determination thereof,
Lenders whose Revolving Credit Commitments constitute more than 51% of the
aggregate Revolving Credit Commitments or, if the Revolving Credit Commitments
have been terminated, Lenders whose outstanding Loans and interests in Letters
of Credit and Alternative Currency Loans constitute more than 51% of the sum of
the total outstanding Loans and interests in Letters of Credit.

         "Revolving Credit" means the credit facility for making Revolving Loans
and issuing Letters of Credit described in Sections 1.1 and 1.2 hereof.

         "Revolving Credit Commitment" means, as to any Lender, the obligation
of such Lender to make Revolving Loans and to participate in Swing Loans and
Letters of Credit issued for the account of the Company hereunder in an
aggregate principal or face amount at any one time outstanding not to exceed the
amount set forth opposite such Lender's name on Schedule 1 attached hereto and
made a part hereof, as the same may be reduced or modified at any time or from
time to time pursuant to the terms hereof. The Borrowers and the Lenders
acknowledge and agree that the Revolving Credit Commitments of the Lenders
aggregate $120,000,000 on the date hereof.

         "Revolving Credit Termination Date" means October 31, 2010, or such
earlier date on which the Revolving Credit Commitments are terminated in whole
pursuant to Section 1.12, 9.2 or 9.3 hereof.

         "Revolving Loan" is defined in Section 1.1 hereof and, as so defined,
includes a Base Rate Loan or a Eurocurrency Loan, each of which is a "type" of
Revolving Loan hereunder.

         "Revolving Note" is defined in Section 1.10 hereof.

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

         "Security" shall have the same meaning as in Section 2(1) of the
Securities Act of 1933, as amended.

         "Subordinated Debt" means Indebtedness which is subordinated in right
of payment to the prior payment of the Obligations, Hedging Liability, and Funds
Transfer and Deposit Account Liability pursuant to subordination provisions
approved in writing by the Administrative Agent and the Required Lenders and is
otherwise pursuant to documentation that is, which is in an amount that is, and
which contains interest rates, payment terms, maturities, amortization
schedules, covenants, defaults, remedies and other material terms that are in
form and substance, in each case satisfactory to the Administrative Agent and
the Required Lenders.

                                      -29-
<PAGE>

         "Subsidiary" means, as to any particular parent corporation or
organization, any other corporation or organization more than 50% of the
outstanding Voting Stock of which is at the time directly or indirectly owned by
such parent corporation or organization or by any one or more other entities
which are themselves subsidiaries of such parent corporation or organization.
Unless otherwise expressly noted herein, the term "Subsidiary" means a
Subsidiary of the Company or of any of its direct or indirect Subsidiaries.

         "Swap Contract" means any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement.

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

         "Swing Line" means the credit facility for making one or more Swing
Loans described in Section 1.14 hereof.

         "Swing Line Sublimit" means $10,000,000, as reduced pursuant to the
terms hereof.

         "Swing Loan" and "Swing Loans" each is defined in Section 1.14 hereof.

         "Swing Note" is defined in Section 1.10 hereof.

         "Tangible Assets" shall mean as of the date of any determination
thereof, the total amount of all assets of the Company and its Subsidiaries
(less depreciation, depletion and other properly deductible valuation reserves)
after deducting good will, patents, trade names, trade marks, copyrights,
franchises, experimental expense, organization expense, unamortized debt
discount and expense, deferred assets other than prepaid insurance and prepaid
taxes, the excess of cost of shares acquired over book value of related assets
and such other assets as are properly classified as "intangible assets" in
accordance with GAAP.

                                      -30-
<PAGE>

         "TARGET Settlement Day" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

         "Total Consideration" means, with respect to an Acquisition, the sum
(but without duplication) of (a) cash paid in connection with any Acquisition,
(b) indebtedness payable to the seller in connection with such Acquisition, (c)
the fair market value of any equity securities, including any warrants or
options therefor, delivered in connection with any Acquisition, (d) the present
value of covenants not to compete entered into in connection with such
Acquisition or other future payments which are required to be made over a period
of time and are not contingent upon the Company or its Subsidiary meeting
financial performance objectives (exclusive of salaries paid in the ordinary
course of business) (discounted at the Base Rate), but only to the extent not
included in clause (a), (b) or (c) above, and (e) the amount of indebtedness
assumed in connection with such Acquisition.

         "Total Funded Debt" means, at any time the same is to be determined,
the sum (but without duplication) of (a) all Indebtedness of the Company and its
Subsidiaries at such time, and (b) all Indebtedness of any other Person which is
directly or indirectly guaranteed by the Company or any of its Subsidiaries.

         "Total Senior Funded Debt" means, at any time the same is to be
determined, Total Funded Debt at such time minus the principal balance of
Subordinated Debt of the Company and its Subsidiaries which is due more than 12
months after such determination date then outstanding.

         "Total Senior Funded Debt/EBITDA Ratio" means, as of the last day of
any fiscal quarter of the Company, the ratio of Total Senior Funded Debt of the
Company and its Subsidiaries as of the last day of such fiscal quarter to EBITDA
of the Company and its Subsidiaries for the period of four fiscal quarters then
ended.

         "UK Borrower" and "UK Borrowers" are each defined in the introductory
paragraph of this Agreement.

         "Unfunded Vested Liabilities" means, for any Plan at any time, the
amount (if any) by which the present value of all vested nonforfeitable accrued
benefits under such Plan exceeds 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.

         "Unused Revolving Credit Commitments" means, at any time, the
difference between the Revolving Credit Commitments then in effect and the
aggregate outstanding principal amount of Revolving Loans and L/C Obligations.

         "U.S. Dollar Equivalent" means the amount of U.S. Dollars which would
be realized by converting an Alternative Currency into U.S. Dollars at the
exchange rate quoted to the Administrative Agent, at approximately 11:00 a.m.
(London time) three (3) Business Days prior to the date on which a computation
thereof is required to be made, by major banks in the interbank foreign exchange
market for the purchase of U.S. Dollars for such Alternative Currency.

                                      -31-
<PAGE>

         "U.S. Dollars" and "$" each means the lawful currency of the United
States of America.

         "Voting Stock" of any Person means capital stock or other equity
interests of any class or classes (however designated) having ordinary power for
the election of directors or other similar governing body of such Person, other
than stock or other equity interests having such power only by reason of the
happening of a contingency.

         "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of
ERISA.

         "Wholly-owned Subsidiary" means a Subsidiary of which all of the issued
and outstanding shares of capital stock (other than directors' qualifying shares
as required by law) or other equity interests are owned by the Company and/or
one or more Wholly-owned Subsidiaries within the meaning of this definition.

         Section 5.2. Interpretation. The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined. The words
"hereof", "herein", and "hereunder" and words of like import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. All references to time of day herein are references
to Chicago, Illinois, time unless otherwise specifically provided. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, it shall be done in
accordance with GAAP except where such principles are inconsistent with the
specific provisions of this Agreement.

         Section 5.3. Change in Accounting Principles. If, after the date of
this Agreement, there shall occur any change in GAAP from those used in the
preparation of the financial statements referred to in Section 6.5 hereof and
such change shall result in a change in the method of calculation of any
financial covenant, standard or term found in this Agreement, either the Company
or the Required Lenders may by notice to the Lenders and the Company,
respectively, require that the Lenders and the Borrowers negotiate in good faith
to amend such covenants, standards, and term so as equitably to reflect such
change in accounting principles, with the desired result being that the criteria
for evaluating the financial condition of the Company and its Subsidiaries shall
be the same as if such change had not been made. No delay by the Company or the
Required Lenders in requiring such negotiation shall limit their right to so
require such a negotiation at any time after such a change in accounting
principles. Until any such covenant, standard, or term is amended in accordance
with this Section 5.3, financial covenants shall be computed and determined in
accordance with GAAP in effect prior to such change in accounting principles.
Without limiting the generality of the foregoing, the Borrowers shall neither be
deemed to be in compliance with any financial covenant hereunder nor out of
compliance with any financial covenant hereunder if such state of compliance or
noncompliance, as the case may be, would not exist but for the occurrence of a
change in accounting principles after the date hereof.

                                      -32-
<PAGE>

SECTION 6.     REPRESENTATIONS AND WARRANTIES.

         Each Borrower represents and warrants to the Administrative Agent and
the Lenders as follows:

         Section 6.1. Organization and Qualification. Each Borrower is duly
organized, validly existing, and in good standing, if applicable, as a
corporation, partnership or limited liability company under the laws of the
jurisdiction of its organization, has full and adequate power to own its
Property and conduct its business as now conducted, and is duly licensed or
qualified and in good standing in each jurisdiction in which the nature of the
business conducted by it or the nature of the Property owned or leased by it
requires such licensing or qualifying, except where the failure to do so would
not have a Material Adverse Effect.

         Section 6.2. Subsidiaries. Each Subsidiary is duly organized, validly
existing, and in good standing under the laws of the jurisdiction in which it is
organized, has full and adequate power to own its Property and conduct its
business as now conducted, and is duly licensed or qualified and in good
standing in each jurisdiction in which the nature of the business conducted by
it or the nature of the Property owned or leased by it requires such licensing
or qualifying, except where the failure to do so would not have a Material
Adverse Effect. Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction
of its organization, the percentage of issued and outstanding shares of each
class of its capital stock or other equity interests owned by the Company and
the other Subsidiaries and, if such percentage is not 100% (excluding directors'
qualifying shares as required by law), a description of each class of its
authorized capital stock and other equity interests and the number of shares of
each class issued and outstanding. All of the outstanding shares of capital
stock and other equity interests of each Subsidiary are validly issued and
outstanding and fully paid and nonassessable and all such shares and other
equity interests indicated on Schedule 6.2 as owned by the Company or another
Subsidiary are owned, beneficially and of record, by the Company or such
Subsidiary free and clear of all Liens. There are no outstanding commitments or
other obligations of any Subsidiary to issue, and no options, warrants or other
rights of any Person to acquire, any shares of any class of capital stock or
other equity interests of any Subsidiary.

         Section 6.3. Authority and Validity of Obligations. Each Borrower has
full right and authority to enter into this Agreement and the other Loan
Documents executed by it, to make the borrowings herein provided for, to issue
its Notes in evidence thereof, and with respect to the Company, to guarantee the
Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability
and to perform all of its obligations hereunder and under the other Loan
Documents executed by it. Each Subsidiary has full right and authority to enter
into the Loan Documents executed by it, to guarantee the Obligations, Hedging
Liability, and Funds Transfer and Deposit Account Liability, and to perform all
of its obligations under the Loan Documents executed by it. The Loan Documents
delivered by each Borrower and by each Subsidiary have been duly authorized,
executed, and delivered by such Person and constitute valid and binding
obligations of such Person enforceable against it in accordance with their
terms, except as enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law); and this
Agreement and the other Loan Documents do not, nor does the performance or
observance by any Borrower or any Subsidiary of any of the matters and things
herein or therein provided for, (a) contravene or constitute a default under any
provision of law or any judgment, injunction, order or decree binding upon any
Borrower or any Subsidiary or any provision of the organizational documents
(e.g., charter, certificate or articles of incorporation and by-laws,
certificate or articles of association and operating agreement, partnership
agreement, or other similar organizational documents) of any Borrower or any
Subsidiary, (b) contravene or constitute a default under any covenant, indenture
or agreement of or affecting any Borrower or any Subsidiary or any of its
Property, in each case where such contravention or default, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect,
or (c) result in the creation or imposition of any Lien on any Property of any
Borrower or any Subsidiary.

                                      -33-
<PAGE>

         Section 6.4. Use of Proceeds; Margin Stock. The Borrowers shall use the
proceeds of the Loans (i) to refinance existing indebtedness, (ii) for its
general working capital purposes and (iii) for such other legal and proper
purposes as are consistent with all applicable laws. No Borrower or Subsidiary
is engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System), and no part of the proceeds of any
Loan or any other extension of credit made hereunder will be used to purchase or
carry any such margin stock or to extend credit to others for the purpose of
purchasing or carrying any such margin stock. Margin stock (as hereinabove
defined) constitutes less than 25% of the assets of the Company and its
Subsidiaries which are subject to any limitation on sale, pledge or other
restriction hereunder.

         Section 6.5. Financial Reports. The consolidated balance sheet of the
Company and its Subsidiaries as at December 31, 2004, and the related
consolidated statements of income, retained earnings and cash flows of the
Company and its Subsidiaries for the fiscal year then ended, and accompanying
notes thereto, which financial statements are accompanied by the audit report of
KPMG LLP, independent public accountants, and the unaudited interim consolidated
balance sheet and Form 10-Q report of the Company and its Subsidiaries as at
June 30, 2005, and the related consolidated statements of income, retained
earnings and cash flows of the Company and its Subsidiaries for the six (6)
months then ended, heretofore furnished to the Administrative Agent and the
Lenders, fairly present the consolidated financial condition of the Company and
its Subsidiaries as at said dates and the consolidated results of their
operations and cash flows for the periods then ended in conformity with GAAP
applied on a consistent basis. No Borrower or Subsidiary has contingent
liabilities which are material to it other than as indicated on such financial
statements or, with respect to future periods, on the financial statements
furnished pursuant to Section 8.5 hereof.

         Section 6.6. No Material Adverse Change. Since December 31, 2004, there
has been no change in the condition (financial or otherwise) or business
prospects of any Borrower or any Subsidiary except those occurring in the
ordinary course of business, none of which individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect.

         Section 6.7. Full Disclosure. The statements and information furnished
to the Administrative Agent and the Lenders in connection with the negotiation
of this Agreement and the other Loan Documents and the commitments by the
Lenders to provide all or part of the financing contemplated hereby do not
contain any untrue statements of a material fact or omit a material fact
necessary to make the material statements contained herein or therein not
misleading, the Administrative Agent and the Lenders acknowledging that as to
any projections furnished to the Administrative Agent and the Lenders, the
Company only represents that the same were prepared on the basis of information
and estimates the Borrowers believed to be reasonable.

                                      -34-
<PAGE>

         Section 6.8. Trademarks, Franchises, and Licenses. The Company and its
Subsidiaries own, possess, or have the right to use all necessary patents,
licenses, franchises, trademarks, trade names, trade styles, copyrights, trade
secrets, know how, and confidential commercial and proprietary information to
conduct their businesses as now conducted, without known conflict with any
patent, license, franchise, trademark, trade name, trade style, copyright or
other proprietary right of any other Person except where the failure to own,
possess or have such rights could not reasonably be expected to have a Material
Adverse Effect.

         Section 6.9. Governmental Authority and Licensing. The Company and its
Subsidiaries have received all licenses, permits, and approvals of all federal,
state, and local governmental authorities, if any, necessary to conduct their
businesses, in each case where the failure to obtain or maintain the same could
reasonably be expected to have a Material Adverse Effect. No investigation or
proceeding which, if adversely determined, could reasonably be expected to
result in revocation or denial of any material license, permit or approval is
pending or, to the knowledge of any Borrower, threatened.

         Section 6.10. Good Title. The Company and its Subsidiaries have good
and defensible title (or valid leasehold interests) to their assets as reflected
on the most recent consolidated balance sheet of the Company and its
Subsidiaries furnished to the Administrative Agent and the Lenders (except for
sales of assets in the ordinary course of business), subject to no Liens other
than such thereof as are permitted by Section 8.8 hereof.

         Section 6.11. Litigation and Other Controversies. There is no
litigation or governmental or arbitration proceeding or labor controversy
pending, nor to the knowledge of any Borrower threatened, against any Borrower
or any Subsidiary which if adversely determined, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

         Section 6.12. Taxes. All tax returns required to be filed by any
Borrower or any Subsidiary in any jurisdiction have, in fact, been filed, and
all taxes, assessments, fees, and other governmental charges upon any Borrower
or any Subsidiary or upon any of its Property, income or franchises, which are
shown to be due and payable in such returns, have been paid, except such taxes,
assessments, fees and governmental charges, if any, as are being contested in
good faith and by appropriate proceedings which prevent enforcement of the
matter under contest and as to which adequate reserves established in accordance
with GAAP have been provided. The Company does not know of any proposed
additional tax assessment against it or its Subsidiaries for which adequate
provisions in accordance with GAAP have not been made on their accounts.
Adequate provisions in accordance with GAAP for taxes on the books of the
Company and each Subsidiary have been made for all open years, and for its
current fiscal period.

                                      -35-
<PAGE>

         Section 6.13. Approvals. No authorization, consent, license or
exemption from, or filing or registration with, any court or governmental
department, agency or instrumentality, nor any approval or consent of any other
Person, is or will be necessary to the valid execution, delivery or performance
by the Borrowers or any Subsidiary of any Loan Document, except for such
approvals which have been obtained prior to the date of this Agreement and
remain in full force and effect.

         Section 6.14. Affiliate Transactions. None of the Borrowers or any
Subsidiary is a party to any contracts or agreements with any of its Affiliates
(other than with Wholly-owned Subsidiaries) on terms and conditions which are
less favorable to such Borrower or such Subsidiary than would be usual and
customary in similar contracts or agreements between Persons not affiliated with
each other.

         Section 6.15. Investment Company; Public Utility Holding Company. None
of the Borrowers or any Subsidiary is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "public utility holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

         Section 6.16. ERISA. Each Borrower and each other member of its
Controlled Group has fulfilled its obligations under the minimum funding
standards of and is in compliance in all material respects with ERISA and the
Code to the extent applicable to it and has not incurred any liability to the
PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA. None of the Borrowers or any Subsidiary
has any contingent liabilities with respect to any post-retirement benefits
under a Welfare Plan, other than liability for continuation coverage described
in article 6 of Title I of ERISA.

         Section 6.17. Compliance with Laws. (a) Each Borrower and its
Subsidiaries are in compliance with the requirements of all federal, state and
local laws, rules and regulations applicable to or pertaining to their Property
or business operations (including, without limitation, the Occupational Safety
and Health Act of 1970, the Americans with Disabilities Act of 1990, and laws
and regulations establishing quality criteria and standards for air, water, land
and toxic or hazardous wastes and substances), where any such non-compliance,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         (b)    Without limiting the representations and warranties set forth in
Section 6.17(a) above, except for such matters, individually or in the
aggregate, which could not reasonably be expected to result in a Material
Adverse Effect, each Borrower represents and warrants that: (i) such Borrower
and its Subsidiaries, and each of the Premises, comply in all material respects
with all applicable Environmental Laws; (ii) such Borrower and its Subsidiaries
have obtained all governmental approvals required for their operations and each
of the Premises by any applicable Environmental Law; (iii) such Borrower and its
Subsidiaries have not, and such Borrower has no knowledge of any other Person
who has, caused any Release, threatened Release or disposal of any Hazardous
Material at, on, about, or off any of the Premises in any material quantity and,
to the knowledge of such Borrower, none of the Premises are adversely affected
by any Release, threatened Release or disposal of a Hazardous Material
originating or emanating from any other property;

                                      -36-
<PAGE>

(iv) none of the Premises contain and have contained any: (1) underground
storage tank, (2) material amounts of asbestos containing building material, (3)
landfills or dumps, (4) hazardous waste management facility as defined pursuant
to RCRA or any comparable state law, or (5) site on or nominated for the
National Priority List promulgated pursuant to CERCLA or any state remedial
priority list promulgated or published pursuant to any comparable state law; (v)
such Borrower and its Subsidiaries have not used a material quantity of any
Hazardous Material and have conducted no Hazardous Material Activity at any of
the Premises; (vi) such Borrower and its Subsidiaries have no material liability
for response or corrective action, natural resource damage or other harm
pursuant to CERCLA, RCRA or any comparable state law; (vii) such Borrower and
its Subsidiaries are not subject to, have no notice or knowledge of and are not
required to give any notice of any Environmental Claim involving such Borrower
or any Subsidiary or any of the Premises, and there are no conditions or
occurrences at any of the Premises which could reasonably be anticipated to form
the basis for an Environmental Claim against such Borrower or any Subsidiary or
such Premises; (viii) none of the Premises are subject to any, and such Borrower
has no knowledge of any imminent restriction on the ownership, occupancy, use or
transferability of the Premises in connection with any (1) Environmental Law or
(2) Release, threatened Release or disposal of a Hazardous Material; and (ix)
there are no conditions or circumstances at any of the Premises which pose an
unreasonable risk to the environment or the health or safety of Persons.

         Section 6.18. Other Agreements. None of the Borrowers nor any
Subsidiary is in default under the terms of any covenant, indenture or agreement
of or affecting such Person or any of its Property, which default if uncured
could reasonably be expected to have a Material Adverse Effect.

         Section 6.19. Solvency. Each Borrower and its Subsidiaries are solvent,
able to pay their debts as they become due, and have sufficient capital to carry
on their business and all businesses in which they are about to engage.

         Section 6.20. No Default. No Default or Event of Default has occurred
and is continuing.

SECTION 7.     CONDITIONS PRECEDENT.

         The obligation of each Lender to advance, continue or convert any Loan
(other than the continuation of, or conversion into, a Base Rate Loan) or of the
L/C Issuer to issue, extend the expiration date (including by not giving notice
of non-renewal) of or increase the amount of any Letter of Credit under this
Agreement, shall be subject to the following conditions precedent:

         Section 7.1. All Credit Events. At the time of each Credit Event
hereunder:

         (a)    each of the representations and warranties set forth herein and
in the other Loan Documents shall be and remain true and correct as of said
time, except to the extent the same expressly relate to an earlier date;

         (b)    each Borrower and each Subsidiary shall be in compliance with
all of the terms and conditions hereof and of the other Loan Documents, and no
Default or Event of Default shall have occurred and be continuing or would occur
as a result of such Credit Event;

                                      -37-
<PAGE>

         (c)    in the case of a Borrowing the Administrative Agent shall have
received the notice required by Section 1.5 hereof, in the case of the issuance
of any Letter of Credit the L/C Issuer shall have received a duly completed
Application for such Letter of Credit together with any fees called for by
Section 2.1 hereof, and, in the case of an extension or increase in the amount
of a Letter of Credit, a written request therefor in a form acceptable to the
L/C Issuer together with fees called for by Section 2.1 hereof; and

         (d)    such Credit Event shall not violate any order, judgment or
decree of any court or other authority or any provision of law or regulation
applicable to the Administrative Agent, the L/C Issuer, or any Lender
(including, without limitation, Regulation U of the Board of Governors of the
Federal Reserve System) as then in effect.

         Each request for a Borrowing hereunder and each request for the
issuance of, increase in the amount of, or extension of the expiration date of,
a Letter of Credit shall be deemed to be a representation and warranty by the
Borrowers on the date on such Credit Event as to the facts specified in
subsections (a) through (c), both inclusive, of this Section.

         Section 7.2. Initial Credit Event. Before or concurrently with the
initial Credit Event:

         (a)    the Administrative Agent shall have received for each Lender
this Agreement duly executed by the Borrowers and the Company and its
Subsidiaries, as Guarantors, and the Lenders;

         (b)    the Administrative Agent shall have received for each Lender
such Lender's duly executed Notes of each Borrower dated the date hereof and
otherwise in compliance with the provisions of Section 1.11 hereof;

         (c)    the Administrative Agent shall have received for each Lender
copies of each Borrower's and each Guarantor's articles of incorporation and
bylaws (or comparable organizational documents) and any amendments thereto,
certified in each instance by its Secretary or Assistant Secretary;

         (d)    the Administrative Agent shall have received for each Lender
copies of resolutions of each Borrower's and each Guarantor's Board of Directors
(or similar governing body) authorizing the execution, delivery and performance
of this Agreement and the other Loan Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby, together with
specimen signatures of the persons authorized to execute such documents on each
Borrower's and each Guarantor's behalf, all certified in each instance by its
Secretary or Assistant Secretary;

         (e)    the Administrative Agent shall have received for each Lender
copies of the certificates of good standing for each Borrower and each
Subsidiary to the extent applicable (dated no earlier than 30 days prior to the
date hereof) from the office of the secretary of the state of its incorporation
or organization;

         (f)    the Administrative Agent shall have received for each Lender a
list of the Borrowers' Authorized Representatives;

         (g)    the Administrative Agent shall have received for itself and for
the Lenders the initial fees called for by Section 2.1 hereof;

         (h)    each Lender shall have received such evaluations and
certifications as it may reasonably require in order to satisfy itself as to the
financial condition of each Borrower and its Subsidiaries, and the lack of
material contingent liabilities of each Borrower and its Subsidiaries;

                                      -38-
<PAGE>

         (i)    The Credit Agreement dated as of October 31, 2003 among the
Company, the lenders party thereto, and Harris N.A., as Administrative Agent,
shall have terminated and all amounts payable thereunder shall have been paid or
shall be paid with the proceeds of the initial Credit Event;

         (j)    the Administrative Agent shall have received for each Lender the
favorable written opinion of counsel to the Company and each Guarantor, in form
and substance satisfactory to the Administrative Agent and its counsel; and

         (k)    the Administrative Agent shall have received for the account of
the Lenders such other agreements, instruments, documents, certificates, and
opinions as the Administrative Agent may reasonably request;

provided that the conditions precedent listed in clauses (c) and (d) above shall
be met upon delivery of such documents with respect to the Company and each
Guarantor, it being understood that no Borrower (other than the Company) may
request a Loan hereunder until such time as such Borrower shall deliver to the
Administrative Agent documents complying with clauses (c) and (d) above with
respect to itself.

         Each Lender that is also a lender under the credit agreement referenced
in clause (i), by its execution hereof, hereby waives any requirement under such
agreement that the Company give prior notice of the termination of the
commitments thereunder, and agrees that such notice may be given on the same day
as such termination is to be effective. In addition, as such Lenders constitute
the "Required Lenders" under such credit agreement, such Lenders and the Company
agree that such credit agreement shall terminate and all amounts payable
thereunder shall be due and payable on the date hereof.

SECTION 8.     COVENANTS.

         The Company agrees that, so long as any credit is available to or in
use by the Borrowers hereunder, except to the extent compliance in any case or
cases is waived in writing pursuant to the terms of Section 13.13 hereof:

         Section 8.1. Maintenance of Business. The Company shall, and shall
cause each Subsidiary to, preserve and maintain its existence, except as
otherwise provided in Section 8.10(c) hereof. The Company shall, and shall cause
each Subsidiary to, preserve and keep in force and effect all licenses, permits,
franchises, approvals, patents, trademarks, trade names, trade styles,
copyrights, and other proprietary rights necessary to the proper conduct of its
business where the failure to do so could reasonably be expected to have a
Material Adverse Effect.

         Section 8.2. Maintenance of Properties. The Company shall, and shall
cause each Subsidiary to, maintain, preserve, and keep its property, plant, and
equipment in good repair, working order and condition (ordinary wear and tear
excepted), and shall from time to time make all needful and proper repairs,
renewals, replacements, additions, and betterments thereto so that at all times
the efficiency thereof shall be fully preserved and maintained, except to the
extent that, in the reasonable business judgment of such Person, any such
Property is no longer necessary for the proper conduct of the business of such
Person.

                                      -39-
<PAGE>

         Section 8.3. Taxes and Assessments. The Company shall duly pay and
discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes,
rates, assessments, fees, and governmental charges upon or against it or its
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 which prevent enforcement of the
matter under contest and adequate reserves are provided therefor.

         Section 8.4. Insurance. The Company shall insure and keep insured, and
shall cause each Subsidiary to insure and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is of
a character usually insured by Persons similarly situated and operating like
Properties against loss or damage from such hazards and risks, and in such
amounts, as are insured by Persons similarly situated and operating like
Properties; and each Borrower shall insure, and shall cause each of its
Subsidiary to insure, such other hazards and risks (including, without
limitation, business interruption, employers' and public liability risks) with
good and responsible insurance companies as and to the extent usually insured by
Persons similarly situated and conducting similar businesses. Each Borrower
shall, upon the request of the Administrative Agent, furnish to the
Administrative Agent and the Lenders a certificate setting forth in summary form
the nature and extent of the insurance maintained pursuant to this Section.

         Section 8.5. Financial Reports. The Company shall, and shall cause each
Subsidiary to, maintain a standard system of accounting in accordance with GAAP
and shall furnish to the Administrative Agent, each Lender and each of their
duly authorized representatives such information respecting the business and
financial condition of the Company and each Subsidiary as the Administrative
Agent or such Lender may reasonably request; and without any request, shall
furnish to the Administrative Agent and the Lenders:

         (a)    as soon as available, and in any event within sixty (60) days
after the close of each of the first three fiscal quarters of each fiscal year
of the Company, a copy of the consolidated and consolidating balance sheet of
the Company and its Subsidiaries as of the last day of such fiscal quarter and
the consolidated and consolidating statements of income, retained earnings, and
cash flows of the Company and its Subsidiaries for the fiscal quarter and for
the fiscal year-to-date period then ended, each in reasonable detail showing in
comparative form the figures for the corresponding date and period in the
previous fiscal year, prepared by the Company in accordance with GAAP (subject
to the absence of footnote disclosures and year-end audit adjustments) and
certified to by its chief financial officer or another officer of the Company
acceptable to the Administrative Agent;

         (b)    as soon as available, and in any event within one hundred twenty
(120) days after the close of each fiscal year of the Company, a copy of the
consolidated and consolidating balance sheet of the Company and its Subsidiaries
as of the last day of the fiscal year then ended and the consolidated and
consolidating statements of income, retained earnings, and cash flows of the
Company and its Subsidiaries for the fiscal year then ended, and accompanying
notes thereto, each in reasonable detail showing in comparative form the figures
for the previous fiscal year, accompanied in the case of the consolidated
financial statements by an unqualified opinion of KPMG LLP or another firm of
independent public accountants of recognized national standing, selected by the
Company and reasonably satisfactory to the Administrative Agent and the Required
Lenders, to the effect that the consolidated financial statements have been
prepared in accordance with GAAP and present fairly in accordance with GAAP the
consolidated financial condition of the Company and its Subsidiaries as of the
close of such fiscal year and the results of their operations and cash flows for
the fiscal year then ended and that an examination of such accounts in
connection with such financial statements has been made in accordance with
generally accepted auditing standards and, accordingly, such examination
included such tests of the accounting records and such other auditing procedures
as were considered necessary in the circumstances;

                                      -40-
<PAGE>

         (c)    within the period provided in subsection (b) above, the written
statement of the accountants who certified the audit report thereby required
that in the course of their audit they have obtained no knowledge of any Default
or Event of Default, or, if such accountants have obtained knowledge of any such
Default or Event of Default, they shall disclose in such statement the nature
and period of the existence thereof;

         (d)    promptly after receipt thereof, any additional written reports,
management letters or other detailed information contained in writing concerning
significant aspects of any Borrower's or any Subsidiary's operations and
financial affairs given to it by its independent public accountants;

         (e)    promptly after the sending or filing thereof, copies of each
financial statement, report, notice or proxy statement sent by any Borrower or
any Subsidiary to its stockholders or other equity holders, and copies of each
regular, periodic or special report, registration statement or prospectus
(including all Form 10-K, Form 10-Q and Form 8-K reports) filed by any Borrower
or any Subsidiary with any securities exchange or the Securities and Exchange
Commission or any successor agency;

         (f)    promptly after receipt thereof, a copy of each audit made by any
regulatory agency of the books and records of any Borrower or any Subsidiary or
of notice of any material noncompliance with any applicable law, regulation or
guideline relating to any Borrower or any Subsidiary, or its business;

         (g)    as soon as available, and in any event no later than 30 days
following the first day of each fiscal year of the Company, a copy of the
Company's consolidated and consolidating business plan for such fiscal year,
such business plan to show the Company's projected consolidated and
consolidating revenues, expenses and balance sheet on a quarter-by-quarter
basis, such business plan to be in reasonable detail prepared by the Company and
in form satisfactory to the Administrative Agent and the Required Lenders (which
shall include a summary of all assumptions made in preparing such business
plan);

         (h)    notice of any Change of Control;

         (i)    promptly after knowledge thereof shall have come to the
attention of any responsible officer of any Borrower, written notice of any
threatened or pending litigation or governmental or arbitration proceeding or
labor controversy against any Borrower or any Subsidiary which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect or of
the occurrence of any Default or Event of Default hereunder; and

         (j)    with each of the financial statements furnished to the Lenders
pursuant to subsections (a) and (b) above written certificate in the form
attached hereto as Exhibit F signed by the chief financial officer of the
Company or another officer of the Company acceptable to the Administrative Agent
to the effect that to the best of such officer's knowledge and belief no Default
or Event of Default has occurred during the period covered by such statements
or, if any such Default or Event of Default has occurred during such period,
setting forth a description of such Default or Event of Default and specifying
the action, if any, taken by the Company or any Subsidiary to remedy the same.
Such certificate shall also set forth the calculations supporting such
statements in respect of Section 8.21 hereof.

                                      -41-
<PAGE>

         Section 8.6. Inspection. The Company shall, and shall cause each
Subsidiary to, permit the Administrative Agent, each Lender, and each of their
duly authorized representatives and agents to visit and inspect any of its
Property, corporate books, and financial records, to examine and make copies of
its books of accounts and other financial records, and to discuss its affairs,
finances, and accounts with, and to be advised as to the same by, its officers,
employees and independent public accountants (and by this provision the Company
hereby authorizes such accountants to discuss with the Administrative Agent and
such Lenders the finances and affairs of the Company and its Subsidiaries) at
such reasonable times and intervals as the Administrative Agent or any such
Lender may designate and, so long as no Default or Event of Default exists, with
reasonable prior notice to the Company.

         Section 8.7. Limitations on Indebtedness. The Company will not, and
will not permit any Subsidiary to create, assume or incur or in any manner be or
become liable in respect of any Current Debt or Funded Debt, except:

         (a)    the Obligations, Hedging Liability, and Funds Transfer and
Deposit Account Liability of the Company and its Subsidiaries owing to the
Administrative Agent and the Lenders (and their Affiliates);

         (b)    Current Debt or Funded Debt of a Material Subsidiary to the
Company or to a Wholly-Owned Material Subsidiary;

         (c)    Funded Debt of the Company and its Subsidiaries in an aggregate
principal amount at any one time outstanding of not more than 25% of the total
assets of the Company and its Subsidiaries as shown on the Company's most recent
financial statements delivered pursuant to Section 8.5 hereof; and

         (d)    unsecured Current Debt of the Company.

         Section 8.8. Limitation on Liens. The Company will not, and will not
permit any Subsidiary to, create or incur, or suffer to be incurred or to exist,
any mortgage, pledge, security interest, encumbrance, lien or charge of any kind
on its or their property or assets, whether now owned or hereafter acquired, or
upon any income or profits therefrom, or transfer any property for the purpose
of subjecting the same to the payment of obligations in priority to the payment
of its or their general creditors, or acquire or agree to acquire, or permit any
Subsidiary to acquire, any property or assets upon conditional sales agreements
or other title retention devices, except:

         (a)    liens for property taxes and assessments or governmental charges
or levies and liens securing claims or demands of mechanics and materialmen,
provided that payment thereof is not at the time required by Section 8.3;

         (b)    liens of or resulting from any judgment or award, the time for
the appeal or petition for rehearing of which shall not have expired, or in
respect of which a Borrower or a Subsidiary shall at any time in good faith be
prosecuting an appeal or proceeding for a review and in respect of which a stay
of execution pending such appeal or proceeding for review shall have been
secured;

         (c)    liens, charges, encumbrances and priority claims incidental to
the conduct of business or the ownership of properties and assets (including
warehousemen's and attorneys' liens and statutory landlords' liens) and
deposits, pledges or liens to secure the performance of bids, tenders or trade
contracts, or to secure statutory obligations, surety or appeal bonds or other
liens of like general nature incurred in the ordinary course of business and not
in connection with the borrowing of money, provided in each case, the obligation
secured is not overdue or, if overdue, is being contested in good faith by
appropriate actions or proceedings;

                                      -42-
<PAGE>

         (d)    minor survey exceptions or minor encumbrances, easements or
reservations, or rights of others for rights-of-way, utilities and other similar
purposes, or zoning or other restrictions as to the use of real properties,
which are necessary for the conduct of the activities of the Company and its
Subsidiaries or which customarily exist on properties of corporations engaged in
similar activities and similarly situated and which do not in any event
materially impair their use in the operation of the business of the Company and
its Subsidiaries;

         (e)    mortgages, liens or security interests securing Indebtedness of
a Material Subsidiary to the Company or to another Material Subsidiary;

         (f)    mortgages, conditional sale contracts, security interests or
other arrangements for the retention of title (including Capitalized Leases)
incurred after the date hereof given to secure the payment of the purchase price
incurred in connection with the acquisition or cost of construction of fixed
assets useful and intended to be used in carrying on the business of a Borrower
or a Subsidiary, including liens existing on such fixed assets at the time of
acquisition thereof or at the time of acquisition by a Borrower or a Subsidiary
of any business entity then owning such fixed assets, whether or not such
existing liens were given to secure the payment of the purchase price of the
fixed assets to which they attach so long as they were not incurred, extended or
renewed in contemplation of such acquisition, provided that (i) the lien or
charge shall attach solely to the property acquired or purchased and shall be
created contemporaneously with, or within 120 days after, such acquisition or
the completion of such construction, (ii) at the time of acquisition of such
fixed assets, the aggregate amount remaining unpaid on all Indebtedness secured
by liens on such fixed assets whether or not assumed by a Borrower or a
Subsidiary shall not exceed the lesser of the total purchase price or fair
market value at the time of acquisition of such fixed assets (as determined in
good faith by the Board of Directors of the Company), and (iii) all such
Indebtedness shall have been incurred within the applicable limitations provided
in Section 8.7; and

         (g)    Liens not otherwise permitted under this Section 8.8 on Property
securing Indebtedness that is permitted under Section 8.7(c) in an aggregate
principal amount not exceeding 5% of the total assets of the Company and its
Subsidiaries as shown on the Company's most recent financial statements
delivered pursuant to Section 8.5 hereof.

         Section 8.9. Investments, Acquisitions, Loans and Advances. The Company
shall not, nor shall it permit any Subsidiary to, directly or indirectly, make,
retain or have outstanding any investments (whether through purchase of stock or
obligations or otherwise) in, or loans or advances to (other than for travel
advances and other similar cash advances made to employees in the ordinary
course of business), any other Person, or acquire all or any substantial part of
the assets or business of any other Person or division thereof; provided,
however, that the foregoing shall not apply to nor operate to prevent:

         (a)    investments in direct obligations of the United States of
America or of any agency or instrumentality thereof whose obligations constitute
full faith and credit obligations of the United States of America, provided that
any such obligations shall mature within one year of the date of issuance
thereof;

                                      -43-
<PAGE>

         (b)    investments in commercial paper rated at least P-1 by Moody's
and at least A-1 by S&P maturing within one year of the date of issuance
thereof;

         (c)    investments in certificates of deposit issued by any Lender or
by any United States commercial bank having capital and surplus of not less than
$100,000,000 which have a maturity of one year or less;

         (d)    investments in repurchase obligations with a term of not more
than 7 days for underlying securities of the types described in subsection (a)
above entered into with any bank meeting the qualifications specified in
subsection (c) above, provided all such agreements require physical delivery of
the securities securing such repurchase agreement, except those delivered
through the Federal Reserve Book Entry System;

         (e)    investments in money market funds or mutual funds that invest
solely, and which are restricted by their respective charters to invest solely,
in investments of the type described in the immediately preceding subsections
(a), (b), (c), and (d) above;

         (f)    the Company's investments from time to time in its Subsidiaries,
and investments made from time to time by a Subsidiary in or more of its
Subsidiaries at any one time outstanding in an amount that does not exceed in
the aggregate 20% of the total amount of all assets of the Company and its
Subsidiaries as shown on the Company's most recent financial statements
delivered pursuant to Section 8.5 hereof;

         (h)    Acquisitions, provided that (i) no Default or Event of Default
exists or would exist after given effect to such acquisition, (ii) the board of
directors or other governing body of such Person whose property or Voting Stock
is being so acquired has approved the terms of such acquisition, (iii) the
acquired business is in an Eligible Line of Business and (iv) prior to each
acquisition requiring Total Consideration from the Company and its Subsidiaries
in excess of $20,000,000, (x) there is delivered to the Lenders a certificate,
signed by the chief financial officer of the Company, demonstrating that, taking
into account such acquisition and its effects, the Borrowers will remain in
compliance with the covenants set forth in Section 8.21 hereof as of the date of
such acquisition and, based on projections believed by the Company to be
reasonable, at all times during the twelve month period following such date and
certifying that no Default or Event of Default has occurred or is continuing
hereunder as of the date of and immediately after giving effect to such
acquisition any (y) such certificate is true and correct; and

         (i)    other investments, loans, and advances by the Company and its
Subsidiaries, in addition to those otherwise permitted by this Section in an
amount not to exceed $35,000,000 in the aggregate at any one time outstanding.

In determining the amount of investments, acquisitions, loans, and advances
permitted under this Section, investments and acquisitions shall always be taken
at the original cost thereof (regardless of any subsequent appreciation or
depreciation therein), and loans and advances shall be taken at the principal
amount thereof then remaining unpaid.

         Section 8.10. Mergers, Consolidations and Sales. (a) The Company will
not, and will not permit any Subsidiary to (i) consolidate with or be a party to
a merger with any other corporation or (ii) sell, lease or otherwise dispose of
all or any substantial part (as defined in paragraph (d) of this Section) of
such assets of the Company and its Subsidiaries, provided, however, that:

         (1)    any Subsidiary may merge or consolidate with or into any
Borrower or any Wholly-owned Subsidiary so long as in any merger or
consolidation involving a Borrower, such Borrower shall be the surviving or
continuing corporation;

                                      -44-
<PAGE>

         (2)    any Borrower may consolidate or merge with any other corporation
if (i) the surviving or continuing corporation shall be a corporation
incorporated under the laws of the United States of America or any State
thereof, (ii) at the time of such consolidation or merger and after giving
effect thereto no Default or Event of Default shall have occurred and be
continuing, and (iii) the surviving or continuing corporation (if other than
such Borrower) shall have expressly assumed the obligations of such Borrower in
connection with the Notes and this Agreement; and

         (3)    any Subsidiary may sell, lease or otherwise dispose of all or
any substantial part of its assets to any Borrower or any Wholly-owned
Subsidiary.

         (b)    The Company will not, nor will it permit any Subsidiary to issue
or sell any shares of stock of any class (including as "stock" for the purposes
of this Section 8.10, any warrants, rights or options to purchase or otherwise
acquire stock or other Securities exchangeable for or convertible into stock) of
such Subsidiary to any Person other than the Company or a Wholly-owned
Subsidiary, except for the purpose of qualifying directors, or except in
satisfaction of the validly pre-existing preemptive rights of minority
shareholders in connection with the simultaneous issuance of stock to the
Company and/or a Subsidiary whereby the Company and/or such Subsidiary maintain
their same proportionate interest in such Subsidiary.

         (c)    The Company will not sell, transfer or otherwise dispose of any
shares of stock in any Subsidiary (except to qualify directors) or any
Indebtedness of any Subsidiary, and will not permit any Subsidiary to sell,
transfer or otherwise dispose of (except to the Company or a Wholly-owned
Subsidiary) any shares of stock or any Indebtedness of any other Subsidiary,
unless:

         (1)    simultaneously with such sale, transfer, or disposition, all
shares of stock and all Indebtedness of such Subsidiary at the time owned by the
Company and by every other Subsidiary shall be sold, transferred or disposed of
as an entirety;

         (2)    the Board of Directors of the Company shall have determined, as
evidenced by a resolution thereof, that the retention of such stock and
Indebtedness is no longer in the best interests of the Company;

         (3)    such stock and Indebtedness is sold, transferred or otherwise
disposed of to a Person, for a cash consideration and on terms reasonably deemed
by the Board of Directors of the Company to be adequate and satisfactory;

         (4)    the Subsidiary being disposed of shall not have any continuing
investment in any Borrower or any other Subsidiary not being simultaneously
disposed of; and

         (5)    such sale or other disposition does not involve a substantial
part (as hereinafter defined) of the assets of the Company and its Subsidiaries.

         (d)    As used in this Section 8.10, a sale, lease or other disposition
of assets shall be deemed to be a "substantial part" of the assets of the
Company and its Subsidiaries only if (i) the book value of such assets when
added to the book value of all other assets sold, leased or otherwise disposed
of by the Company and its Subsidiaries (other than in the ordinary course of
business) during the same fiscal year, less the amount of proceeds of any such
sale, lease or other disposition applied within one year after such sale, lease
or other disposition to the purchase price of other property similar to the
property so disposed of and having a value at least equal to the property so
disposed of, exceeds 10% of the Tangible Assets of the Company and its
Subsidiaries determined as of the end of the immediately preceding fiscal year,
or (ii) the book value of such assets when added to the book value of all other
assets sold, leased or otherwise disposed of by the Company and its Subsidiaries
(other than in the ordinary course of business) during the period commencing on
the date of this Agreement and ending on the date of such disposition, less the
amount of proceeds of any such sale, lease or other disposition applied within
one year after such sale, lease or other disposition to the purchase price of
other property similar to the property so disposed of and having a value a least
equal to the property so disposed of, exceeds 25% of the Tangible Assets of the
Company and its Subsidiaries determined as of the end of the fiscal year
immediately preceding the date of such disposition.

                                      -45-
<PAGE>

         Section 8.11. Dividends and Certain Other Restricted Payments. The
Company shall not, (a) declare any dividends on or make any other distributions
(other than dividends and distributions payable solely in its capital stock) in
respect of any class or series of its capital stock or other equity interests or
(b) directly or indirectly purchase, redeem, or otherwise acquire or retire any
of its capital stock or other equity interests or any warrants, options, or
similar instruments to acquire the same, if an Event of Default exists prior to
or would exist after giving effect to such action.

         Section 8.12. ERISA. The Company shall, and shall cause each Subsidiary
to, promptly pay and discharge all obligations and liabilities arising under
ERISA of a character which if unpaid or unperformed could reasonably be expected
to result in the imposition of a Lien against any of its Property. The Company
shall, and shall cause each Subsidiary to, promptly notify the Administrative
Agent and each Lender of: (a) the occurrence of any reportable event (as defined
in ERISA) with respect to a Plan, (b) receipt of any notice from the PBGC of its
intention to seek termination of any Plan or appointment of a trustee therefor,
(c) its intention to terminate or withdraw from any Plan, and (d) the occurrence
of any event with respect to any Plan which would result in the incurrence by
the Company or any Subsidiary of any material liability, fine or penalty, or any
material increase in the contingent liability of the Company or any Subsidiary
with respect to any post-retirement Welfare Plan benefit.

         Section 8.13. Compliance with Laws. (a) The Company shall, and shall
cause each Subsidiary to, comply in all respects with the requirements of all
federal, state, and local laws, rules, regulations, ordinances and orders
applicable to or pertaining to its Property or business operations, where any
such non-compliance, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect or result in a Lien upon any of its
Property.

         (b)    Without limiting the agreements set forth in Section 8.14(a)
above, the Company shall, and shall cause each Subsidiary to, at all times, do
the following to the extent the failure to do so, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect:
(i) comply in all material respects with, and maintain each of the Premises in
compliance in all material respects with, all applicable Environmental Laws;
(ii) require that each tenant and subtenant, if any, of any of the Premises or
any part thereof comply in all material respects with all applicable
Environmental Laws; (iii) obtain and maintain in full force and effect all
material governmental approvals required by any applicable Environmental Law for
operations at each of the Premises; (iv) cure any material violation by it or at
any of the Premises of applicable Environmental Laws; (v) not allow the presence
or operation at any of the Premises of any

                                      -46-
<PAGE>

(1) landfill or dump or (2) hazardous waste management facility or solid waste
disposal facility as defined pursuant to RCRA or any comparable state law;
(vi) not manufacture, use, generate, transport, treat, store, release, dispose
or handle any Hazardous Material at any of the Premises except in the ordinary
course of its business and in de minimis amounts; (vii) within 10 Business Days
notify the Administrative Agent in writing of and provide any reasonably
requested documents upon learning of any of the following in connection with any
Borrower or any Subsidiary or any of the Premises: (1) any material liability
for response or corrective action, natural resource damage or other harm
pursuant to CERCLA, RCRA or any comparable state law; (2) any material
Environmental Claim; (3) any material violation of an Environmental Law or
material Release, threatened Release or disposal of a Hazardous Material;
(4) any restriction on the ownership, occupancy, use or transferability arising
pursuant to any (x) Release, threatened Release or disposal of a Hazardous
Material or (y) Environmental Law; or (5) any environmental, natural resource,
health or safety condition, which could reasonably be expected to have a
Material Adverse Effect; (viii) conduct at its expense any investigation, study,
sampling, testing, abatement, cleanup, removal, remediation or other response
action necessary to remove, remediate, clean up or abate any material Release,
threatened Release or disposal of a Hazardous Material as required by any
applicable Environmental Law, (ix) abide by and observe any restrictions on the
use of the Premises imposed by any governmental authority as set forth in a deed
or other instrument affecting any Borrower's or any Subsidiary's interest
therein; (x) promptly provide or otherwise make available to the Administrative
Agent any reasonably requested environmental record concerning the Premises
which any Borrower or any Subsidiary possesses or can reasonably obtain; and
(xi) perform, satisfy, and implement any operation or maintenance actions
required by any governmental authority or Environmental Law, or included in any
no further action letter or covenant not to sue issued by any governmental
authority under any Environmental Law.

         Section 8.14. Burdensome Contracts With Affiliates. The Company shall
not, nor shall it permit any Subsidiary to, enter into any contract, agreement
or business arrangement with any of its Affiliates (other than with Wholly-owned
Subsidiaries) on terms and conditions which are less favorable to the Company or
such Subsidiary than would be usual and customary in similar contracts,
agreements or business arrangements between Persons not affiliated with each
other.

         Section 8.15. No Changes in Fiscal Year. The fiscal year of the Company
and its Subsidiaries ends on December 31 of each year; and the Company shall
not, nor shall it permit any Subsidiary to, change its fiscal year from its
present basis.

         Section 8.16. Formation of Subsidiaries. Promptly upon the formation or
acquisition of any Material Subsidiary, the Company shall provide the
Administrative Agent and the Lenders notice thereof and timely comply with the
requirements of Section 4 hereof (at which time Schedule 6.2 shall be deemed
amended to include reference to such Subsidiary).

         Section 8.17. Change in the Nature of Business. The Company shall not,
nor shall it permit any Subsidiary to, engage in any business or activity if as
a result the general nature of the business of the Company or any Subsidiary
would be changed in any material respect from the general nature of the business
engaged in by it as of the Closing Date.

                                      -47-
<PAGE>

         Section 8.18. Use of Loan Proceeds. The Borrowers shall use the credit
extended under this Agreement solely for the purposes set forth in, or otherwise
permitted by, Section 6.4 hereof.

         Section 8.19. No Restrictions. Except as provided herein, the Company
shall not, nor shall it permit any Subsidiary to, directly or indirectly create
or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of the Company or any
Subsidiary to: (a) pay dividends or make any other distribution on any
Subsidiary's capital stock or other equity interests owned by any Borrower or
any other Subsidiary, (b) pay any indebtedness owed to any Borrower or any other
Subsidiary, (c) make loans or advances to any Borrower or any other Subsidiary,
(d) transfer any of its Property to any Borrower or any other Subsidiary or
(e) guarantee the Obligations as required by the Loan Documents.

         Section 8.20. Subordinated Debt. The Company shall not, nor shall it
permit any Subsidiary to, amend or modify any of the terms or conditions
relating to Subordinated Debt or make any voluntary prepayment thereof or effect
any voluntary redemption thereof or make any payment on account of Subordinated
Debt which is prohibited under the terms of any instrument or agreement
subordinating the same to the Obligations.

         Section 8.21. Financial Covenants. (a) Total Senior Funded Debt/EBITDA
Ratio. As of the last day of each fiscal quarter of the Company, the Company
shall not permit the Total Senior Funded Debt/EBITDA Ratio to be greater than
3.0 to 1.0.

         (b)    Net Worth. The Company will at all times maintain a Net Worth of
not less than the Minimum Required Amount (as defined below). For purposes of
this Section 8.22(b), the "Minimum Required Amount" shall mean (i) $175,000,000
for the period from and including the Closing Date through and including
December 31, 2005 and (ii) during each Annual Measurement Period (as defined
below) thereafter, an amount equal to the sum of (x) the Minimum Required Amount
for the immediately preceding Annual Measurement Period plus (y) an amount equal
to 25% of the cumulative positive Net Income earned in such immediately
preceding Annual Measurement Period (but without subtraction for any negative
Net Income for any such period); provided, however, that in each case such
Minimum Required Amount shall increase on the date of the issuance of equity
securities by the Company by an amount equal to 25% of the Net Cash Proceeds of
such issuance. As used herein the term "Annual Measurement Period" shall mean
each period commencing on January 1 of a calendar year and ending on December 31
of such calendar year.

         (c)    Interest Coverage Ratio. As of the last day of each fiscal
quarter of the Company, the Company shall maintain a ratio of (a) EBITDA for the
four fiscal quarters of the Company then ended to (b) Interest Expense for the
same four fiscal quarters then ended of not less than 2.5 to 1.0.

         Section 8.22. Contingent Obligations. The Company will not and will not
permit any Subsidiary to become or be liable in respect of any Contingent
Obligation except the Guaranties hereunder and Contingent Obligations of the
Company which are limited in amount to a stated maximum dollar exposure in the
aggregate not greater than an amount equal to 5% of the total assets of the
Company and its Subsidiaries as shown on the Company's most recent financial
statements delivered pursuant to Section 8.5 hereof and included in Current Debt
or Consolidated Funded Debt.

                                      -48-
<PAGE>

SECTION 9.     EVENTS OF DEFAULT AND REMEDIES.

         Section 9.1. Events of Default. Any one or more of the following shall
constitute an "Event of Default" hereunder:

         (a)    default in the payment when due of all or any part of the
principal of or interest on any Note (whether at the stated maturity thereof or
at any other time provided for in this Agreement) or of any Reimbursement
Obligation or of any fee or other Obligation payable hereunder or under any
other Loan Document;

         (b)    default in the observance or performance of any covenant set
forth in Sections 8.1, 8.5, 8.7, 8.8, 8.9, 8.10, 8.11, 8.20, 8.21 or 8.22
hereof;

         (c)    default in the observance or performance of any other provision
hereof or of any other Loan Document which is not remedied within thirty (30)
days after the earlier of (i) the date on which such failure shall first become
known to any officer of any Borrower or (ii) written notice thereof is given to
the Company by the Administrative Agent;

         (d)    any representation or warranty made herein or in any other Loan
Document or in any certificate furnished to the Administrative Agent or the
Lenders pursuant hereto or thereto or in connection with any transaction
contemplated hereby or thereby proves untrue in any material respect as of the
date of the issuance or making or deemed making thereof and, to the extent
capable of being cured, shall not be made good within 30 days after the earlier
of (i) the date any Borrower knows or should have known that such representation
or warranty was untrue and (ii) the date notice thereof is provided to the
Company by the Administrative Agent, any Lender or any holder of any Note;

         (e)    any event occurs or condition exists (other than those described
in subsections (a) through (d) above) which is specified as an event of default
under any of the other Loan Documents, or any of the Loan Documents shall for
any reason not be or shall cease to be in full force and effect or is declared
to be null and void, or any Subsidiary takes any action for the purpose of
terminating, repudiating or rescinding any Loan Document executed by it or any
of its obligations thereunder;

         (f)    default shall occur under any Indebtedness issued, assumed or
guaranteed by any Borrower or any Subsidiary aggregating in excess of
$2,500,000, or under any indenture, agreement or other instrument under which
the same may be issued, and such default shall continue for a period of time
sufficient to permit the acceleration of the maturity of any such Indebtedness
(whether or not such maturity is in fact accelerated), or any such Indebtedness
shall not be paid when due (whether by demand, lapse of time, acceleration or
otherwise);

         (g)    any judgment or judgments, writ or writs or warrant or warrants
of attachment, or any similar process or processes, shall be entered or filed
against any Borrower or any Subsidiary, or against any of its Property, in an
aggregate amount in excess of $2,500,000 (except to the extent fully covered by
insurance pursuant to which the insurer has accepted liability therefor in
writing), and which remains undischarged, unvacated, unbonded or unstayed for a
period of thirty (30) days;

                                      -49-
<PAGE>

         (h)    any Borrower or any Subsidiary, or any member of its Controlled
Group, shall fail to pay when due an amount or amounts aggregating in excess of
5% of Consolidated Tangible Net Worth which it shall have become liable to pay
to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to
terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess
of 5% of Consolidated Tangible Net Worth (collectively, a "Material Plan") shall
be filed under Title IV of ERISA by any Borrower or any Subsidiary, or any other
member of its Controlled Group, any plan administrator or any combination of the
foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to
terminate or to cause a trustee to be appointed to administer any Material Plan
or a proceeding shall be instituted by a fiduciary of any Material Plan against
any Borrower or any Subsidiary, or any member of its Controlled Group, to
enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have
been dismissed within thirty (30) days thereafter; or a condition shall exist by
reason of which the PBGC would be entitled to obtain a decree adjudicating that
any Material Plan must be terminated;

         (i)    any Change of Control shall occur;

         (j)    any Borrower or any Subsidiary shall (i) have entered
involuntarily against it an order for relief under the United States Bankruptcy
Code, as amended, (ii) not pay, or admit in writing its inability to pay, its
debts generally as they become due, (iii) make an assignment for the benefit of
creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of
a receiver, custodian, trustee, examiner, liquidator or similar official for it
or any substantial part of its Property, (v) institute any proceeding seeking to
have entered against it an order for relief under the United States Bankruptcy
Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding
up, liquidation, reorganization, arrangement, adjustment or composition of it or
its debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors or fail to file an answer or other pleading denying the
material allegations of any such proceeding filed against it, (vi) take any
corporate action in furtherance of any matter described in parts (i) through
(v) above, or (vii) fail to contest in good faith any appointment or proceeding
described in Section 9.1(k) hereof; or

         (k)    a custodian, receiver, trustee, examiner, liquidator or similar
official shall be appointed for any Borrower or any Subsidiary, or any
substantial part of any of its Property, or a proceeding described in Section
9.1(j)(v) shall be instituted against any Borrower or any Subsidiary, and such
appointment continues undischarged or such proceeding continues undismissed or
unstayed for a period of sixty (60) days.

         Section 9.2. Non-Bankruptcy Defaults. When any Event of Default other
than those described in subsection (j) or (k) of Section 9.1 hereof has occurred
and is continuing, the Administrative Agent shall, by written notice to the
Company: (a) if so directed by the Required Lenders, terminate the remaining
Revolving Credit Commitments and all other obligations of the Lenders hereunder
on the date stated in such notice (which may be the date thereof); (b) if so
directed by the Required Lenders, declare the principal of and the accrued
interest on all outstanding Notes to be forthwith due and payable and thereupon
all outstanding Notes, including both principal and interest thereon, shall be
and become immediately due and payable together with all other amounts payable
under the Loan Documents without further demand, presentment, protest or notice
of any kind; and (c) if so directed by the Required Lenders, demand that the
Company immediately pay to the Administrative Agent the full amount then
available for drawing under each or any Letter of Credit, and the Company agrees
to immediately make such payment and acknowledges and agrees that the Lenders
would not have an adequate remedy at law for failure by the Company to honor any
such demand and that the Administrative Agent, for the benefit of the Lenders,
shall have the right to require the Company to specifically perform such
undertaking whether or not any drawings or other demands for payment have been
made under any Letter of Credit. The Administrative Agent, after giving notice
to the Company pursuant to Section 9.1(c) or this Section 9.2, shall also
promptly send a copy of such notice to the other Lenders, but the failure to do
so shall not impair or annul the effect of such notice.

                                      -50-
<PAGE>

         Section 9.3. Bankruptcy Defaults. When any Event of Default described
in subsections (j) or (k) of Section 9.1 hereof has occurred and is continuing,
then all outstanding Notes shall immediately become due and payable together
with all other amounts payable under the Loan Documents without presentment,
demand, protest or notice of any kind, the obligation of the Lenders to extend
further credit pursuant to any of the terms hereof shall immediately terminate
and the Company shall immediately pay to the Administrative Agent the full
amount then available for drawing under all outstanding Letters of Credit, the
Company acknowledging and agreeing that the Lenders would not have an adequate
remedy at law for failure by the Company to honor any such demand and that the
Lenders, and the Administrative Agent on their behalf, shall have the right to
require the Company to specifically perform such undertaking whether or not any
draws or other demands for payment have been made under any of the Letters of
Credit.

         Section 9.4. Collateral for Undrawn Letters of Credit. (a) If the
prepayment of the amount available for drawing under any or all outstanding
Letters of Credit is required under Section 1.9(b) or under Section 9.2 or 9.3
above, the Company shall forthwith pay the amount required to be so prepaid, to
be held by the Administrative Agent as provided in subsection (b) below.

         (b)    All amounts prepaid pursuant to subsection (a) above shall be
held by the Administrative Agent in one or more separate collateral accounts
(each such account, and the credit balances, properties, and any investments
from time to time held therein, and any substitutions for such account, any
certificate of deposit or other instrument evidencing any of the foregoing and
all proceeds of and earnings on any of the foregoing being collectively called
the "Collateral Account") as security for, and for application by the
Administrative Agent (to the extent available) to, the reimbursement of any
payment under any Letter of Credit then or thereafter made by the Administrative
Agent, and to the payment of the unpaid balance of any other Obligations. The
Collateral Account shall be held in the name of and subject to the exclusive
dominion and control of the Administrative Agent for the benefit of the
Administrative Agent, the Lenders, and the L/C Issuer. If and when requested by
the Company, the Administrative Agent shall invest funds held in the Collateral
Account from time to time in direct obligations of, or obligations the principal
of and interest on which are unconditionally guaranteed by, the United States of
America with a remaining maturity of one year or less, provided that the
Administrative Agent is irrevocably authorized to sell investments held in the
Collateral Account when and as required to make payments out of the Collateral
Account for application to amounts due and owing from the Company to the L/C
Issuer, the Administrative Agent or the Lenders; provided, however, that if (i)
the Company shall have made payment of all such obligations referred to in
subsection (a) above and (ii) no Letters of Credit, Revolving Credit
Commitments, Loans or other Obligations remain outstanding hereunder, then the
Administrative Agent shall release to the Company any remaining amounts held in
the Collateral Account.

                                      -51-
<PAGE>

         Section 9.5. Notice of Default. The Administrative Agent shall give
notice to the Company under Section 9.1(c) hereof promptly upon being requested
to do so by any Lender and shall thereupon notify all the Lenders thereof.

         Section 9.6. Expenses. The Borrowers agree to pay to the Administrative
Agent and each Lender, and any other holder of any Note outstanding hereunder,
all costs and expenses reasonably incurred or paid by the Administrative Agent
and such Lender or any such holder, including reasonable attorneys' fees and
court costs, in connection with any Default or Event of Default hereunder or in
connection with the enforcement of any of the Loan Documents (including all such
costs and expenses incurred in connection with any proceeding under the United
States Bankruptcy Code involving any Borrower or any Subsidiary as a debtor
thereunder).

SECTION 10.    CHANGE IN CIRCUMSTANCES.

         Section 10.1. Change of Law. Notwithstanding any other provisions of
this Agreement or any Note, if at any time any change in applicable law or
regulation or in the interpretation thereof makes it unlawful for any Lender to
make or continue to maintain any Eurocurrency Loans or to perform its
obligations as contemplated hereby, such Lender shall promptly give notice
thereof to the Company and such Lender's obligations to make or maintain
Eurocurrency Loans under this Agreement shall be suspended until it is no longer
unlawful for such Lender to make or maintain Eurocurrency Loans. The Borrowers
shall prepay on demand the outstanding principal amount of any such affected
Eurocurrency Loans, together with all interest accrued thereon and all other
amounts then due and payable to such Lender under this Agreement; provided,
however, subject to all of the terms and conditions of this Agreement, such
Borrower may then elect to borrow the principal amount of the affected
Eurocurrency Loans from such Lender by means of Base Rate Loans from such
Lender, which Base Rate Loans shall not be made ratably by the Lenders but only
from such affected Lender.

         Section 10.2. Unavailability of Deposits or Inability to Ascertain, or
Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for
any Borrowing of Eurocurrency Loans:

         (a)    the Administrative Agent determines that deposits in the
applicable currency (in the applicable amounts) are not being offered to it in
the interbank eurodollar market for such Interest Period, or that by reason of
circumstances affecting the interbank eurodollar market adequate and reasonable
means do not exist for ascertaining the applicable LIBOR, or

         (b)    the Required Lenders advise the Administrative Agent that
(i) LIBOR as determined by the Administrative Agent will not adequately and
fairly reflect the cost to such Lenders of funding their Eurocurrency Loans for
such Interest Period or (ii) that the making or funding of Eurocurrency Loans
become impracticable,

then the Administrative Agent shall forthwith give notice thereof to the Company
and the Lenders, whereupon until the Administrative Agent notifies the Company
that the circumstances giving rise to such suspension no longer exist, the
obligations of the Lenders to make Eurocurrency Loans shall be suspended.

                                      -52-
<PAGE>

         Section 10.3. Increased Cost and Reduced Return. (a) If, on or after
the date hereof, the adoption of any applicable law, rule or regulation, or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Lending Office) with any request or directive (whether or not having the force
of law) of any such authority, central bank or comparable agency:

         (i)    shall subject any Lender (or its Lending Office) to any tax,
duty or other charge with respect to its Eurocurrency Loans, its Notes, its
Letter(s) of Credit, or its participation in any thereof, any Reimbursement
Obligations owed to it or its obligation to make Eurocurrency Loans, issue a
Letter of Credit, or to participate therein, or shall change the basis of
taxation of payments to any Lender (or its Lending Office) of the principal of
or interest on its Eurocurrency Loans, Letter(s) of Credit, or participations
therein or any other amounts due under this Agreement or any other Loan Document
in respect of its Eurocurrency Loans, Letter(s) of Credit, any participation
therein, any Reimbursement Obligations owed to it, or its obligation to make
Eurocurrency Loans, or issue a Letter of Credit, or acquire participations
therein (except for changes in the rate of tax on the overall net income of such
Lender or its Lending Office imposed by the jurisdiction in which such Lender's
principal executive office or Lending Office is located); or

         (ii)   shall impose, modify or deem applicable any reserve, special
deposit or similar requirement (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal Reserve System, but
excluding with respect to any Eurocurrency Loans any such requirement included
in an applicable Eurocurrency Reserve Percentage) against assets of, deposits
with or for the account of, or credit extended by, any Lender (or its Lending
Office) or shall impose on any Lender (or its Lending Office) or on the
interbank market any other condition affecting its Eurocurrency Loans, its
Notes, its Letter(s) of Credit, or its participation in any thereof, any
Reimbursement Obligation owed to it, or its obligation to make Eurocurrency
Loans, or to issue a Letter of Credit, or to participate therein;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Lending Office) of making or maintaining any Eurocurrency Loan, issuing
or maintaining a Letter of Credit, or participating therein, or to reduce the
amount of any sum received or receivable by such Lender (or its Lending Office)
under this Agreement or under any other Loan Document with respect thereto, by
an amount deemed by such Lender to be material, then, within fifteen (15) days
after demand by such Lender (with a copy to the Administrative Agent), the
Borrowers shall be obligated to pay to such Lender such additional amount or
amounts as will compensate such Lender for such increased cost or reduction.

         (b)    If, after the date hereof, any Lender or the Administrative
Agent shall have determined that the adoption of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Lending Office) or
any corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has had the effect of reducing the rate of
return on such Lender's or such corporation's capital as a consequence of its
obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change or compliance
(taking into consideration such Lender's or such corporation's policies with
respect to capital adequacy) by an amount deemed by such Lender to be material,
then from time to time, within fifteen (15) days after demand by such Lender
(with a copy to the Administrative Agent), the Borrowers shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction.

                                      -53-
<PAGE>

         (c)    A certificate of a Lender claiming compensation under this
Section 10.3 and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive if reasonably determined. In determining such
amount, such Lender may use any reasonable averaging and attribution methods.

         Section 10.4. Lending Offices. Each Lender may, at its option, elect to
make its Loans hereunder at the branch, office or affiliate specified on the
appropriate signature page hereof (each a "Lending Office") for each type of
Loan available hereunder or at such other of its branches, offices or affiliates
as it may from time to time elect and designate in a written notice to the
Company and the Administrative Agent.

         Section 10.5. Discretion of Lender as to Manner of Funding.
Notwithstanding any other provision of this Agreement, each Lender shall be
entitled to fund and maintain its funding of all or any part of its Loans in any
manner it sees fit, it being understood, however, that for the purposes of this
Agreement all determinations hereunder with respect to Eurocurrency Loans shall
be made as if each Lender had actually funded and maintained each Eurocurrency
Loan through the purchase of deposits in the interbank eurodollar market having
a maturity corresponding to such Loan's Interest Period, and bearing an interest
rate equal to LIBOR for such Interest Period.

SECTION 11.    THE ADMINISTRATIVE AGENT.

         Section 11.1. Appointment and Authorization of Administrative Agent.
Each Lender hereby appoints Harris N.A. as the Administrative Agent under the
Loan Documents and hereby authorizes the Administrative Agent to take such
action as Administrative Agent on its behalf and to exercise such powers under
the Loan Documents as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto. The
Lenders expressly agree that the Administrative Agent is not acting as a
fiduciary of the Lenders in respect of the Loan Documents, the Borrowers or
otherwise, and nothing herein or in any of the other Loan Documents shall result
in any duties or obligations on the Administrative Agent or any of the Lenders
except as expressly set forth herein.

         Section 11.2. Administrative Agent and its Affiliates. The
Administrative Agent shall have the same rights and powers under this Agreement
and the other Loan Documents as any other Lender and may exercise or refrain
from exercising such rights and power as though it were not the Administrative
Agent, and the Administrative Agent and its affiliates may accept deposits from,
lend money to, and generally engage in any kind of business with the Borrowers
or any Affiliate of any Borrower as if it were not the Administrative Agent
under the Loan Documents. The term "Lender" as used herein and in all other Loan
Documents, unless the context otherwise clearly requires, includes the
Administrative Agent in its individual capacity as a Lender. References in
Section 1 hereof to the Administrative Agent's Loans, or to the amount owing to
the Administrative Agent for which an interest rate is being determined, refer
to the Administrative Agent in its individual capacity as a Lender.

                                      -54-
<PAGE>

         Section 11.3. Action by Administrative Agent. If the Administrative
Agent receives from the Company a written notice of an Event of Default pursuant
to Section 8.5 hereof, the Administrative Agent shall promptly give each of the
Lenders written notice thereof. The obligations of the Administrative Agent
under the Loan Documents are only those expressly set forth therein. Without
limiting the generality of the foregoing, the Administrative Agent shall not be
required to take any action hereunder with respect to any Default or Event of
Default, except as expressly provided in Sections 9.2 and 9.5. Unless and until
the Required Lenders give such direction, the Administrative Agent may (but
shall not be obligated to) take or refrain from taking such actions as it deems
appropriate and in the best interest of all the Lenders. In no event, however,
shall the Administrative Agent be required to take any action in violation of
applicable law or of any provision of any Loan Document, and the Administrative
Agent shall in all cases be fully justified in failing or refusing to act
hereunder or under any other Loan Document unless it first receives any further
assurances of its indemnification from the Lenders that it may require,
including prepayment of any related expenses and any other protection it
requires against any and all costs, expense, and liability which may be incurred
by it by reason of taking or continuing to take any such action. The
Administrative Agent shall be entitled to assume that no Default or Event of
Default exists unless notified in writing to the contrary by a Lender or the
Company. In all cases in which the Loan Documents do not require the
Administrative Agent to take specific action, the Administrative Agent shall be
fully justified in using its discretion in failing to take or in taking any
action thereunder. Any instructions of the Required Lenders, or of any other
group of Lenders called for under the specific provisions of the Loan Documents,
shall be binding upon all the Lenders and the holders of the Obligations.

         Section 11.4. Consultation with Experts. The Administrative Agent may
consult with legal counsel, independent public accountants, and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.

         Section 11.5. Liability of Administrative Agent; Credit Decision.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or not taken by it in connection
with the Loan Documents: (i) with the consent or at the request of the Required
Lenders or (ii) in the absence of its own gross negligence or willful
misconduct. Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into or verify: (i) any statement, warranty or representation made in
connection with this Agreement, any other Loan Document or any Credit Event;
(ii) the performance or observance of any of the covenants or agreements of any
Borrower or any Subsidiary contained herein or in any other Loan Document;
(iii) the satisfaction of any condition specified in Section 7 hereof, except
receipt of items required to be delivered to the Administrative Agent; or

                                      -55-
<PAGE>

(iv) the validity, effectiveness, genuineness, enforceability, perfection,
value, worth or collectibility hereof or of any other Loan Document or of any
other documents or writing furnished in connection with any Loan Document; and
the Administrative Agent makes no representation of any kind or character with
respect to any such matter mentioned in this sentence. The Administrative Agent
may execute any of its duties under any of the Loan Documents by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, the Borrowers, or any other Person for the default or misconduct of any
such agents or attorneys-in-fact selected with reasonable care. The
Administrative Agent shall not incur any liability by acting in reliance upon
any notice, consent, certificate, other document or statement (whether written
or oral) believed by it to be genuine or to be sent by the proper party or
parties. In particular and without limiting any of the foregoing, the
Administrative Agent shall have no responsibility for confirming the accuracy of
any compliance certificate or other document or instrument received by it under
the Loan Documents. The Administrative Agent may treat the payee of any Note as
the holder thereof until written notice of transfer shall have been filed with
the Administrative Agent signed by such payee in form satisfactory to the
Administrative Agent. Each Lender acknowledges that it has independently and
without reliance on the Administrative Agent or any other Lender, and based upon
such information, investigations and inquiries as it deems appropriate, made its
own credit analysis and decision to extend credit to the Borrowers in the manner
set forth in the Loan Documents. It shall be the responsibility of each Lender
to keep itself informed as to the creditworthiness of each Borrower and its
Subsidiaries, and the Administrative Agent shall have no liability to any Lender
with respect thereto.

         Section 11.6. Indemnity. The Lenders shall ratably, in accordance with
their respective Percentages, indemnify and hold the Administrative Agent, and
its directors, officers, employees, agents, and representatives harmless from
and against any liabilities, losses, costs or expenses suffered or incurred by
it under any Loan Document or in connection with the transactions contemplated
thereby, regardless of when asserted or arising, except to the extent they are
promptly reimbursed for the same by the Borrowers and except to the extent that
any event giving rise to a claim was caused by the gross negligence or willful
misconduct of the party seeking to be indemnified. The obligations of the
Lenders under this Section shall survive termination of this Agreement. The
Administrative Agent shall be entitled to offset amounts received for the
account of a Lender under this Agreement against unpaid amounts due from such
Lender to the Administrative Agent hereunder (whether as fundings of
participations, indemnities or otherwise), but shall not be entitled to offset
against amounts owed to the Administrative Agent by any Lender arising outside
of this Agreement and the other Loan Documents.

         Section 11.7. Resignation and Removal of Administrative Agent and
Successor Administrative Agent. The Administrative Agent may resign at any time
by giving written notice thereof to the Lenders and the Company. The
Administrative Agent may be removed at any time with or without cause by written
notice received by the Administrative Agent from the Required Lenders, such
removal to be effective on the date specified by the Required Lenders. Upon any
such resignation or removal of the Administrative Agent, the Required Lenders
shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment,

                                      -56-
<PAGE>

within thirty (30) days after the retiring Administrative Agent's giving of
notice of resignation or the removed Administrative Agent's receipt of notice
from the Required Lenders then the retiring or removed Administrative Agent may,
on behalf of the Lenders, appoint a successor Administrative Agent, which may be
any Lender hereunder or any commercial bank organized under the laws of the
United States of America or of any State thereof and having a combined capital
and surplus of at least $200,000,000. Upon the acceptance of its appointment as
the Administrative Agent hereunder, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights and duties of the
retiring or removed Administrative Agent under the Loan Documents, and the
retiring or removed Administrative Agent shall be discharged from its duties and
obligations thereunder. After any retiring or removed Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Section 11 and all protective provisions of the other Loan Documents shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent, but no successor Administrative Agent shall in any event
be liable or responsible for any actions of its predecessor. If the
Administrative Agent resigns or is removed and no successor is appointed, the
rights and obligations of such Administrative Agent shall be automatically
assumed by the Required Lenders and the Borrowers shall be directed to make all
payments due each Lender hereunder directly to such Lender.

         Section 11.8. L/C Issuer. The L/C Issuer shall act on behalf of the
Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith. The L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Section 11 with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and the
Applications pertaining to such Letters of Credit as fully as if the term
"Administrative Agent", as used in this Section 11, included the L/C Issuer with
respect to such acts or omissions and (ii) as additionally provided in this
Agreement with respect to such L/C Issuer.

         Section 11.9. Hedging Liability and Funds Transfer and Deposit Account
Liability Arrangements. By virtue of a Lender's execution of this Agreement or
an assignment agreement pursuant to Section 13.12 hereof, as the case may be,
any Affiliate of such Lender with whom any Borrower or any Subsidiary has
entered into an agreement creating Hedging Liability or Funds Transfer and
Deposit Account Liability shall be deemed a Lender party hereto for purposes of
any reference in a Loan Document to the parties for whom the Administrative
Agent is acting, it being understood and agreed that the rights and benefits of
such Affiliate under the Loan Documents consist exclusively of such Affiliate's
right to share in payments and collections out of the Guaranties as more fully
set forth in Section 3.1 hereof. In connection with any such distribution of
payments and collections, the Administrative Agent shall be entitled to assume
no amounts are due to any Lender or its Affiliate with respect to Hedging
Liability or Funds Transfer and Deposit Account Liability unless such Lender has
notified the Administrative Agent in writing of the amount of any such liability
owed to it or its Affiliate prior to such distribution.

         Section 11.10. Designation of Additional Agents. The Administrative
Agent shall have the continuing right, for purposes hereof, at any time and from
time to time to designate one or more of the Lenders (and/or its or their
Affiliates) as "syndication agents," "documentation agents," "arrangers," or
other designations for purposes hereto, but such designation shall have no
substantive effect, and such Lenders and their Affiliates shall have no
additional powers, duties or responsibilities as a result thereof.

                                      -57-
<PAGE>

SECTION 12.    THE GUARANTEES.

         Section 12.1. The Guarantees. To induce the Lenders to provide the
credits described herein and in consideration of benefits expected to accrue to
the Borrowers by reason of the Revolving Credit Commitments and for other good
and valuable consideration, receipt of which is hereby acknowledged, the Company
and each Subsidiary party hereto (including any Subsidiary formed or acquired
after the Closing Date executing an Additional Guarantor Supplement in the form
attached hereto as Exhibit G or such other form acceptable to the Administrative
Agent) hereby unconditionally and irrevocably guarantee jointly and severally to
the Administrative Agent, the Lenders, and their Affiliates, the due and
punctual payment of all present and future Obligations, Hedging Liability, and
Funds Transfer and Deposit Account Liability, including, but not limited to, the
due and punctual payment of principal of and interest on the Notes, the
Reimbursement Obligations, and the due and punctual payment of all other
Obligations now or hereafter owed by any Borrower under the Loan Documents and
the due and punctual payment of all Hedging Liability and Funds Transfer and
Deposit Account Liability, in each case as and when the same shall become due
and payable, whether at stated maturity, by acceleration, or otherwise,
according to the terms hereof and thereof (including interest which, but for the
filing of a petition in bankruptcy, would otherwise accrue on any such
indebtedness, obligation, or liability). In case of failure by any Borrower or
other obligor punctually to pay any Obligations, Hedging Liability, or Funds
Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby
unconditionally agrees to make such payment or to cause such payment to be made
punctually as and when the same shall become due and payable, whether at stated
maturity, by acceleration, or otherwise, and as if such payment were made by
such Borrower or such obligor.

         Section 12.2. Guarantee Unconditional. The obligations of each
Guarantor under this Section 12 shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged, or
otherwise affected by:

         (a)    any extension, renewal, settlement, compromise, waiver, or
release in respect of any obligation of any Borrower or other obligor or of any
other guarantor under this Agreement or any other Loan Document or by operation
of law or otherwise;

         (b)    any modification or amendment of or supplement to this Agreement
or any other Loan Document or any agreement relating to Hedging Liability or
Funds Transfer and Deposit Account Liability;

         (c)    any change in the corporate existence, structure, or ownership
of, or any insolvency, bankruptcy, reorganization, or other similar proceeding
affecting, any Borrower or other obligor, any other guarantor, or any of their
respective assets, or any resulting release or discharge of any obligation of
any Borrower or other obligor or of any other guarantor contained in any Loan
Document;

         (d)    the existence of any claim, set-off, or other rights which any
Borrower or other obligor or any other guarantor may have at any time against
the Administrative Agent, any Lender, or any other Person, whether or not
arising in connection herewith;

                                      -58-
<PAGE>

         (e)    any failure to assert, or any assertion of, any claim or demand
or any exercise of, or failure to exercise, any rights or remedies against any
Borrower or other obligor, any other guarantor, or any other Person or Property;

         (f)    any application of any sums by whomsoever paid or howsoever
realized to any obligation of any Borrower or other obligor, regardless of what
obligations of any Borrower or other obligor remain unpaid;

         (g)    any invalidity or unenforceability relating to or against any
Borrower or other obligor or any other guarantor for any reason of this
Agreement or of any other Loan Document or any agreement relating to Hedging
Liability or Funds Transfer and Deposit Account Liability or any provision of
applicable law or regulation purporting to prohibit the payment by any Borrower
or other obligor or any other guarantor of the principal of or interest on any
Note or any Reimbursement Obligation or any other amount payable under the Loan
Documents or any agreement relating to Hedging Liability or Funds Transfer and
Deposit Account Liability; or

         (h)    any other act or omission to act or delay of any kind by the
Administrative Agent, any Lender, or any other Person or any other circumstance
whatsoever that might, but for the provisions of this paragraph, constitute a
legal or equitable discharge of the obligations of any Guarantor under this
Section 12.

         Section 12.3. Discharge Only upon Payment in Full; Reinstatement in
Certain Circumstances. Each Guarantor's obligations under this Section 12 shall
remain in full force and effect until the Revolving Credit Commitments are
terminated, all Letters of Credit have expired, and the principal of and
interest on the Notes and all other amounts payable by the Borrowers and the
Guarantors under this Agreement and all other Loan Documents and, if then
outstanding and unpaid, all Hedging Liability and Funds Transfer and Deposit
Account Liability shall have been paid in full. If at any time any payment of
the principal of or interest on any Note or any Reimbursement Obligation or any
other amount payable by any Borrower or other obligor or any Guarantor under the
Loan Documents or any agreement relating to Hedging Liability or Funds Transfer
and Deposit Account Liability is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy, or reorganization of any Borrower or
other obligor or of any guarantor, or otherwise, each Guarantor's obligations
under this Section 12 with respect to such payment shall be reinstated at such
time as though such payment had become due but had not been made at such time.

         Section 12.4. Subrogation. Each Guarantor agrees it will not exercise
any rights which it may acquire by way of subrogation by any payment made
hereunder, or otherwise, until all the Obligations, Hedging Liability, and Funds
Transfer and Deposit Account Liability shall have been paid in full subsequent
to the termination of all the Revolving Credit Commitments and expiration of all
Letters of Credit. If any amount shall be paid to a Guarantor on account of such
subrogation rights at any time prior to the later of (x) the payment in full of
the Obligations, Hedging Liability, and Funds Transfer and Deposit Account
Liability and all other amounts payable by the Borrowers hereunder and the other
Loan Documents and (y) the termination of the Revolving Credit Commitments and
expiration of all Letters of Credit, such amount shall be held in trust for the
benefit of the Administrative Agent and the Lenders (and their Affiliates) and
shall forthwith be paid to the Administrative Agent for the benefit of the
Lenders (and their Affiliates) or be credited and applied upon the Obligations,
Hedging Liability, and Funds Transfer and Deposit Account Liability, whether
matured or unmatured, in accordance with the terms of this Agreement.

                                      -59-
<PAGE>

         Section 12.5. Waivers. Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest, and any notice not provided for herein, as
well as any requirement that at any time any action be taken by the
Administrative Agent, any Lender, or any other Person against any Borrower or
other obligor, another guarantor, or any other Person.

         Section 12.6. Limit on Recovery. Notwithstanding any other provision
hereof, the right of recovery against each Guarantor under this Section 12 shall
not exceed the lowest amount which would render such Guarantor's obligations
under this Section 12 void or voidable under applicable law, including, without
limitation, fraudulent conveyance law minus $1.00.

         Section 12.7. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by any Borrower or other obligor under this
Agreement or any other Loan Document, or under any agreement relating to Hedging
Liability or Funds Transfer and Deposit Account Liability, is stayed upon the
insolvency, bankruptcy or reorganization of any Borrower or such obligor, all
such amounts otherwise subject to acceleration under the terms of this Agreement
or the other Loan Documents, or under any agreement relating to Hedging
Liability or Funds Transfer and Deposit Account Liability, shall nonetheless be
payable by the Guarantors hereunder forthwith on demand by the Administrative
Agent made at the request of the Required Lenders.

         Section 12.8. Benefit to Guarantors. The Borrowers and the Guarantors
are engaged in related businesses and integrated to such an extent that the
financial strength and flexibility of the Borrowers has a direct impact on the
success of each Guarantor. Each Guarantor will derive substantial direct and
indirect benefit from the extensions of credit hereunder.

         Section 12.9. Guarantor Covenants. Each Guarantor shall take such
action as the Borrowers are required by this Agreement to cause such Guarantor
to take, and shall refrain from taking such action as the Borrowers are required
by this Agreement to prohibit such Guarantor from taking.

SECTION 13.    MISCELLANEOUS.

         Section 13.1. Withholding Taxes. (a) Payments Free of Withholding.
Except as otherwise required by law and subject to Section 13.1(b) hereof, each
payment by the Borrowers and the Guarantors under this Agreement or the other
Loan Documents shall be made without withholding for or on account of any
present or future taxes (other than overall net income taxes on the recipient)
imposed by or within the jurisdiction in which such Borrower or such Guarantor
is domiciled, any jurisdiction from which such Borrower or such Guarantor makes
any payment, or (in each case) any political subdivision or taxing authority
thereof or therein. If any such withholding is so required, such Borrower or
such Guarantor shall make the withholding, pay the amount withheld to the
appropriate governmental authority before penalties attach thereto or interest
accrues thereon, and forthwith pay such additional amount as may be necessary to
ensure that the net amount actually received by each Lender and the
Administrative Agent free and clear of such taxes (including such taxes on such
additional amount) is equal to the amount which that Lender or the
Administrative Agent (as the case may be) would have received had such
withholding not been made.

                                      -60-
<PAGE>

If the Administrative Agent or any Lender pays any amount in respect of any such
taxes, penalties or interest, such Borrower or such Guarantor shall reimburse
the Administrative Agent or such Lender for that payment on demand in the
currency in which such payment was made. If such Borrower or such Guarantor pays
any such taxes, penalties or interest, it shall deliver official tax receipts
evidencing that payment or certified copies thereof to the Lender or
Administrative Agent on whose account such withholding was made (with a copy to
the Administrative Agent if not the recipient of the original) on or before the
thirtieth day after payment.

         (b)    U.S. Withholding Tax Exemptions. Each Lender that is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) shall submit to the Company and the Administrative Agent on or before the
date the initial Credit Event is made hereunder or, if later, the date such
financial institution becomes a Lender hereunder, two duly completed and signed
copies of (i) either Form W-8 BEN (relating to such Lender and entitling it to a
complete exemption from withholding under the Code on all amounts to be received
by such Lender, including fees, pursuant to the Loan Documents and the
Obligations) or Form W-8 ECI (relating to all amounts to be received by such
Lender, including fees, pursuant to the Loan Documents and the Obligations) of
the United States Internal Revenue Service or (ii) solely if such Lender is
claiming exemption from United States withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of "portfolio interest", a Form W-8
BEN, or any successor form prescribed by the Internal Revenue Service, and a
certificate representing that such Lender is not a bank for purposes of Section
881(c) of the Code, is not a 10-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Code) of the Company and is not a controlled foreign
corporation related to the Company (within the meaning of Section 864(d)(4) of
the Code). Thereafter and from time to time, each Lender shall submit to the
Borrowers and the Administrative Agent such additional duly completed and signed
copies of one or the other of such Forms (or such successor forms as shall be
adopted from time to time by the relevant United States taxing authorities) and
such other certificates as may be (i) requested by the Company in a written
notice, directly or through the Administrative Agent, to such Lender and
(ii) required under then-current United States law or regulations to avoid or
reduce United States withholding taxes on payments in respect of all amounts to
be received by such Lender, including fees, pursuant to the Loan Documents or
the Obligations. Upon the request of the Company or the Administrative Agent,
each Lender that is a United States person (as such term is defined in Section
7701(a)(30) of the Code) shall submit to the Company and the Administrative
Agent a certificate to the effect that it is such a United States person.

         (c)    Inability of Lender to Submit Forms. If any Lender determines,
as a result of any change in applicable law, regulation or treaty, or in any
official application or interpretation thereof, that it is unable to submit to
the Company or the Administrative Agent any form or certificate that such Lender
is obligated to submit pursuant to subsection (b) of this Section 13.1 or that
such Lender is required to withdraw or cancel any such form or certificate
previously submitted or any such form or certificate otherwise becomes
ineffective or inaccurate, such Lender shall promptly notify the Company and
Administrative Agent of such fact and the Lender shall to that extent not be
obligated to provide any such form or certificate and will be entitled to
withdraw or cancel any affected form or certificate, as applicable.

                                      -61-
<PAGE>

         Section 13.2. No Waiver, Cumulative Remedies. No delay or failure on
the part of the Administrative Agent or any Lender or on the part of the holder
or holders of any of the Obligations in the exercise of any power or right under
any Loan Document shall operate as a waiver thereof or as an acquiescence in any
default, nor shall any single or partial exercise of any power or right preclude
any other or further exercise thereof or the exercise of any other power or
right. The rights and remedies hereunder of the Administrative Agent, the
Lenders and of the holder or holders of any of the Obligations are cumulative
to, and not exclusive of, any rights or remedies which any of them would
otherwise have.

         Section 13.3. Non-Business Days. If any payment hereunder becomes due
and payable on a day which is not a Business Day, the due date of such payment
shall be extended to the next succeeding Business Day on which date such payment
shall be due and payable. In the case of any payment of principal falling due on
a day which is not a Business Day, interest on such principal amount shall
continue to accrue during such extension at the rate per annum then in effect,
which accrued amount shall be due and payable on the next scheduled date for the
payment of interest.

         Section 13.4. Documentary Taxes. The Borrowers agree to pay on demand
any documentary, stamp or similar taxes payable in respect of this Agreement or
any other Loan Document, including interest and penalties, in the event any such
taxes are assessed, irrespective of when such assessment is made and whether or
not any credit is then in use or available hereunder.

         Section 13.5. Survival of Representations. All representations and
warranties made herein or in any other Loan Document or in certificates given
pursuant hereto or thereto shall survive the execution and delivery of this
Agreement and the other Loan Documents, and shall continue in full force and
effect with respect to the date as of which they were made as long as any credit
is in use or available hereunder.

         Section 13.6. Survival of Indemnities. All indemnities and other
provisions relative to reimbursement to the Lenders of amounts sufficient to
protect the yield of the Lenders with respect to the Loans and Letters of
Credit, including, but not limited to, Sections 1.11, 10.3, and 13.15 hereof,
shall survive the termination of this Agreement and the other Loan Documents and
the payment of the Obligations.

         Section 13.7. Sharing of Set-Off. Each Lender agrees with each other
Lender a party hereto that if such Lender shall receive and retain any payment,
whether by set-off or application of deposit balances or otherwise, on any of
the Loans or Reimbursement Obligations in excess of its ratable share of
payments on all such Obligations then outstanding to the Lenders, then such
Lender shall purchase for cash at face value, but without recourse, ratably from
each of the other Lenders such amount of the Loans or Reimbursement Obligations,
or participations therein, held by each such other Lenders (or interest therein)
as shall be necessary to cause such Lender to share such excess payment ratably
with all the other Lenders; provided, however, that if any such purchase is made
by any Lender, and if such excess payment or part thereof is thereafter
recovered from such purchasing Lender, the related purchases from the other
Lenders shall be rescinded ratably and the purchase price restored as to the
portion of such excess payment so recovered, but without interest. For purposes
of this Section, amounts owed to or recovered by the L/C Issuer in connection
with Reimbursement Obligations in which Lenders have been required to fund their
participation shall be treated as amounts owed to or recovered by the L/C Issuer
as a Lender hereunder.

                                      -62-
<PAGE>

         Section 13.8. Notices. Except as otherwise specified herein, all
notices hereunder and under the other Loan Documents shall be in writing
(including, without limitation, notice by telecopy) and shall be given to the
relevant party at its address or telecopier number set forth below, or such
other address or telecopier number as such party may hereafter specify by notice
to the Administrative Agent and the Borrowers given by courier, by United States
certified or registered mail, by telecopy or by other telecommunication device
capable of creating a written record of such notice and its receipt. Notices
under the Loan Documents to the Lenders and the Administrative Agent shall be
addressed to their respective addresses or telecopier numbers set forth in its
Administrative Questionnaire, and to the Borrowers or any Guarantor to:

                      AMCOL International Corporation
                      1500 West Shure Drive, 5th Floor
                      Arlington Heights, Illinois  60004-7803
                      Attention:    Gary Castagna
                      Telephone:    (847) 506-6171
                      Telecopy:     (847) 577-4476

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section or on the signature pages hereof and a confirmation of
such telecopy has been received by the sender, (ii) if given by mail, 5 days
after such communication is deposited in the mail, certified or registered with
return receipt requested, addressed as aforesaid or (iii) if given by any other
means, when delivered at the addresses specified in this Section or on the
signature pages hereof; provided that any notice given pursuant to Section 1
hereof shall be effective only upon receipt.

         Section 13.9. Counterparts. This Agreement may be executed in any
number of counterparts, and by the different parties hereto on separate
counterpart signature pages, and all such counterparts taken together shall be
deemed to constitute one and the same instrument.

         Section 13.10. Successors and Assigns. This Agreement shall be binding
upon the Borrowers and the Guarantors and their successors and assigns, and
shall inure to the benefit of the Administrative Agent and each of the Lenders
and the benefit of their respective successors and assigns, including any
subsequent holder of any of the Obligations. The Borrowers and the Guarantors
may not assign any of their rights or obligations under any Loan Document
without the written consent of all of the Lenders.

                                      -63-
<PAGE>

         Section 13.11. Participants. Each Lender shall have the right at its
own cost to grant participations (to be evidenced by one or more agreements or
certificates of participation) in the Loans made and Reimbursement Obligations
and/or Revolving Credit Commitment held by such Lender at any time and from time
to time to one or more other Persons; provided that no such participation shall
relieve any Lender of any of its obligations under this Agreement, and,
provided, further that no such participant shall have any rights under this
Agreement except as provided in this Section, and the Administrative Agent shall
have no obligation or responsibility to such participant. Any agreement pursuant
to which such participation is granted shall provide that the granting Lender
shall retain the sole right and responsibility to enforce the obligations of the
Borrowers under this Agreement and the other Loan Documents including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of the Loan Documents, except that such agreement may provide that
such Lender will not agree to any modification, amendment or waiver of the Loan
Documents that would reduce the amount of or postpone any fixed date for payment
of any Obligation in which such participant has an interest. Any party to which
such a participation has been granted shall have the benefits of Section 1.12
and Section 10.3 hereof. The Borrowers authorize each Lender to disclose to any
participant or prospective participant under this Section any financial or other
information pertaining to any Borrower or any Subsidiary.

         Section 13.12. Assignments. (a) Each Lender shall have the right at any
time, with the prior consent of the Administrative Agent (and the L/C Issuers,
if other than the Administrative Agent) and, so long as no Event of Default then
exists, the Company (which consent of the Company shall not be unreasonably
withheld) to sell, assign, transfer or negotiate all or any part of its rights
and obligations under the Loan Documents (including, without limitation, the
indebtedness evidenced by the Notes then held by such assigning Lender, together
with an equivalent percentage of its obligation to make Loans and participate in
Letters of Credit) to one or more commercial banks or other financial
institutions or investors, provided that, unless otherwise agreed to by the
Administrative Agent, such assignment shall be of a fixed percentage (and not by
its terms of varying percentage) of the assigning Lender's rights and
obligations under the Loan Documents; provided, however, that in order to make
any such assignment (i) unless the assigning Lender is assigning all of its
Revolving Credit Commitment, outstanding Loans and interests in Letters of
Credit Obligations, the assigning Lender shall retain at least $5,000,000 in
unused Revolving Credit Commitment, outstanding Loans and interests in Letters
of Credit, (ii) the assignee Lender shall have a Revolving Credit Commitment,
outstanding Loans and interests in Letters of Credit of at least $5,000,000,
(iii) each such assignment shall be evidenced by a written agreement
(substantially in the form attached hereto as Exhibit G or in such other form
acceptable to the Administrative Agent) executed by such assigning Lender, such
assignee Lender or Lenders, the Administrative Agent (and the L/C Issuers, if
other than the Administrative Agent) and, if required as provided above, the
Company, which agreement shall specify in each instance the portion of the
Obligations which are to be assigned to the assignee Lender and the portion of
the Revolving Credit Commitment of the assigning Lender to be assumed by the
assignee Lender, and (iv) the assigning Lender shall pay to the Administrative
Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and
expenses incurred by the Administrative Agent in connection with any such
assignment agreement. Any such assignee shall become a Lender for all purposes
hereunder to the extent of the rights and obligations under the Loan Documents
it assumes and the assigning Lender shall be released from its obligations, and
will have released its rights, under the Loan Documents to the extent of such
assignment. The address for notices to such assignee Lender shall be as
specified in the assignment agreement executed by it. Promptly upon the
effectiveness of any such assignment agreement, each Borrower shall execute and
deliver a Note to the assignee Lender (all such Notes to constitute "Notes" for
all purposes of the Loan Documents). The Borrowers authorize each Lender to
disclose to any purchaser or prospective purchaser of an interest in the Loans
and interest in Letters of Credit owed to it or its Revolving Credit Commitment
under this Section any financial or other information pertaining to any Borrower
or any Subsidiary.

                                      -64-
<PAGE>

         (b)    Any Lender may at any time pledge or grant a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any such pledge or grant to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or grant of a security
interest; provided that no such pledge or grant of a security interest shall
release a Lender from any of its obligations hereunder or substitute any such
pledgee or secured party for such Lender as a party hereto; provided further,
however, the right of any such pledgee or grantee (other than any Federal
Reserve Bank) to further transfer all or any portion of the rights pledged or
granted to it, whether by means of foreclosure or otherwise, shall be at all
times subject to the terms of this Agreement.

         Section 13.13. Amendments. Any provision of this Agreement or the other
Loan Documents may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by (a) the Borrowers, (b) the Required
Lenders, and (c) if the rights or duties of the Administrative Agent or the L/C
Issuer are affected thereby, the Administrative Agent or such L/C Issuer, as
applicable; provided that:

         (i)    no amendment or waiver pursuant to this Section 13.13 shall (A)
increase the Revolving Credit Commitment of any Lender without the consent of
such Lender or (B) reduce the amount of or postpone the date for any scheduled
payment of any principal of or interest on any Loan or of any Reimbursement
Obligation or of any fee payable hereunder without the consent of the Lender to
which such payment is owing or which has committed to make such Loan or Letter
of Credit (or participate therein) hereunder;

         (ii)   no amendment or waiver pursuant to this Section 13.13 shall,
unless signed by each Lender, change the definitions of Revolving Credit
Termination Date or Required Lenders, change the provisions of this Section
13.13, release any material guarantor (except as otherwise provided for in the
Loan Documents), or affect the number of Lenders required to take any action
hereunder or under any other Loan Document; and

         (iii)  no amendment to Section 12 hereof shall be made without the
consent of the Guarantor(s) affected thereby.

         Section 13.14. Headings. Section headings used in this Agreement are
for reference only and shall not affect the construction of this Agreement.

         Section 13.15. Costs and Expenses; Indemnification. The Borrowers agree
to pay all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, negotiation, syndication, and administration of
the Loan Documents, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent, in connection with the
preparation and execution of the Loan Documents, and any amendment, waiver or
consent related thereto, whether or not the transactions contemplated herein are
consummated.

                                      -65-
<PAGE>

The Borrowers further agree to indemnify the Administrative Agent, each Lender,
and their respective directors, officers, employees, agents, financial advisors,
and consultants against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all reasonable expenses
of litigation or preparation therefor, whether or not the indemnified Person is
a party thereto, or any settlement arrangement arising from or relating to any
such litigation) which any of them may pay or incur arising out of or relating
to any Loan Document or any of the transactions contemplated thereby or the
direct or indirect application or proposed application of the proceeds of any
Loan or Letter of Credit, other than those which arise from the gross negligence
or willful misconduct of the party claiming indemnification. The Borrowers, upon
demand by the Administrative Agent or a Lender at any time, shall reimburse the
Administrative Agent or such Lender for any legal or other expenses incurred in
connection with investigating or defending against any of the foregoing
(including any settlement costs relating to the foregoing) except if the same is
directly due to the gross negligence or willful misconduct of the party to be
indemnified. The obligations of the Borrowers under this Section shall survive
the termination of this Agreement.

         Section 13.16. Set-off. In addition to any rights now or hereafter
granted under applicable law and not by way of limitation of any such rights,
upon the occurrence of any Event of Default, each Lender and each subsequent
holder of any Obligation is hereby authorized by each Borrower and each
Guarantor at any time or from time to time, without notice to such Borrower or
such Guarantor or to any other Person, any such notice being hereby expressly
waived, to set-off and to appropriate and to apply any and all deposits (general
or special, including, but not limited to, indebtedness evidenced by
certificates of deposit, whether matured or unmatured, but not including trust
accounts, and in whatever currency denominated) and any other indebtedness at
any time held or owing by that Lender or that subsequent holder to or for the
credit or the account of such Borrower or such Guarantor, whether or not
matured, against and on account of the Obligations of such Borrower or such
Guarantor to that Lender or that subsequent holder under the Loan Documents,
including, but not limited to, all claims of any nature or description arising
out of or connected with the Loan Documents, irrespective of whether or not (a)
that Lender or that subsequent holder shall have made any demand hereunder or
(b) the principal of or the interest on the Loans or Notes and other amounts due
hereunder shall have become due and payable pursuant to Section 9 and although
said obligations and liabilities, or any of them, may be contingent or
unmatured.

         Section 13.17. Entire Agreement. The Loan Documents constitute the
entire understanding of the parties thereto with respect to the subject matter
thereof and any prior agreements, whether written or oral, with respect thereto
are superseded hereby.

         Section 13.18. Governing Law. This Agreement and the other Loan
Documents (except as otherwise specified therein), and the rights and duties of
the parties hereto, shall be construed and determined in accordance with the
internal laws of the State of Illinois.

         Section 13.19. Severability of Provisions. Any provision of any Loan
Document which is unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. All rights, remedies
and powers provided in this Agreement and the other Loan Documents may be
exercised only to the extent that the exercise thereof does not violate any
applicable mandatory provisions of law, and all the provisions of this Agreement
and other Loan Documents are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent
necessary so that they will not render this Agreement or the other Loan
Documents invalid or unenforceable.

                                      -66-
<PAGE>

         Section 13.20. Excess Interest. Notwithstanding any provision to the
contrary contained herein or in any other Loan Document, no such provision shall
require the payment or permit the collection of any amount of interest in excess
of the maximum amount of interest permitted by applicable law to be charged for
the use or detention, or the forbearance in the collection, of all or any
portion of the Loans or other obligations outstanding under this Agreement or
any other Loan Document ("Excess Interest"). If any Excess Interest is provided
for, or is adjudicated to be provided for, herein or in any other Loan Document,
then in such event (a) the provisions of this Section shall govern and control,
(b) neither any Borrower nor any guarantor or endorser shall be obligated to pay
any Excess Interest, (c) any Excess Interest that the Administrative Agent or
any Lender may have received hereunder shall, at the option of the
Administrative Agent, be (i) applied as a credit against the then outstanding
principal amount of Obligations hereunder and accrued and unpaid interest
thereon (not to exceed the maximum amount permitted by applicable law),
(ii) refunded to the applicable Borrower, or (iii) any combination of the
foregoing, (d) the interest rate payable hereunder or under any other Loan
Document shall be automatically subject to reduction to the maximum lawful
contract rate allowed under applicable usury laws (the "Maximum Rate"), and this
Agreement and the other Loan Documents shall be deemed to have been, and shall
be, reformed and modified to reflect such reduction in the relevant interest
rate, and (e) neither any Borrower nor any guarantor or endorser shall have any
action against the Administrative Agent or any Lender for any damages whatsoever
arising out of the payment or collection of any Excess Interest. Notwithstanding
the foregoing, if for any period of time interest on any of Borrowers'
Obligations is calculated at the Maximum Rate rather than the applicable rate
under this Agreement, and thereafter such applicable rate becomes less than the
Maximum Rate, the rate of interest payable on the Borrowers' Obligations shall
remain at the Maximum Rate until the Lenders have received the amount of
interest which such Lenders would have received during such period on the
Borrowers' Obligations had the rate of interest not been limited to the Maximum
Rate during such period.

         Section 13.21. Construction. Nothing contained herein shall be deemed
or construed to permit any act or omission which is prohibited by the terms of
any Collateral Document, the covenants and agreements contained herein being in
addition to and not in substitution for the covenants and agreements contained
in the Collateral Documents.

         Section 13.22. Lender's Obligations Several. The obligations of the
Lenders hereunder are several and not joint. Nothing contained in this Agreement
and no action taken by the Lenders pursuant hereto shall be deemed to constitute
the Lenders a partnership, association, joint venture or other entity.

                                      -67-
<PAGE>

         Section 13.23. Submission to Jurisdiction; Waiver of Jury Trial. The
Borrowers and the Guarantors hereby submit to the nonexclusive jurisdiction of
the United States District Court for the Northern District of Illinois and of
any Illinois State court sitting in the City of Chicago for purposes of all
legal proceedings arising out of or relating to this Agreement, the other Loan
Documents or the transactions contemplated hereby or thereby. The Borrowers and
the Guarantors irrevocably waive, to the fullest extent permitted by law, any
objection which they may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. THE
BORROWERS, THE GUARANTORS, THE ADMINISTRATIVE AGENT, AND THE LENDERS HEREBY
IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
THEREBY. Each Borrower (other than the Company) and each Guarantor (other than
the Company) hereby irrevocably designates, appoints and empowers the Company as
its designee, appointee and agent to receive, accept and acknowledge for and on
its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents which may be served in any such action
or proceeding. If for any reason the Company shall cease to be available to act
as such, each Borrower (other than the Company) and each Guarantor (other than
the Company) agrees to designate a new designee, appointee and agent in Chicago,
Illinois on the terms and for the purposes of this provision satisfactory to the
Administrative Agent under this Agreement. Each Borrower and each Guarantor
hereby irrevocably waives any objection to such service of process and further
irrevocably waives and agrees not to plead or claim in any action or proceeding
commenced hereunder or under any other Credit Document that service of process
was in any way invalid or ineffective. Nothing herein shall affect the right of
the Administrative Agent, any Lender or the holder of any Note to serve process
in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against any Borrower or any Guarantor in any other
jurisdiction.

         Section 13.24. Currency. Each reference in this Agreement to U.S.
Dollars or to an Alternative Currency (the "relevant currency") is of the
essence. To the fullest extent permitted by law, the obligation of each Borrower
and each Guarantor in respect of any amount due in the relevant currency under
this Agreement shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the relevant currency that the Person entitled to receive such payment
may, in accordance with normal banking procedures, purchase with the sum paid in
such other currency (after any premium and costs of exchange) on the Business
Day immediately following the day on which such Person receives such payment. If
the amount of the relevant currency so purchased is less than the sum originally
due to such Person in the relevant currency, the relevant Borrower or Guarantor
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify such Person against such loss, and if the amount of the specified
currency so purchased exceeds the sum of (a) the amount originally due to the
relevant Person in the specified currency plus (b) any amounts shared with other
Lenders as a result of allocations of such excess as a disproportionate payment
to such Person under Section 13.16 hereof, such Person agrees to remit such
excess to the applicable Borrower.

         Section 13.25. USA Patriot Act. Each Lender that is subject to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Act") hereby notifies the Borrowers that pursuant
to the requirements of the Act, it is required to obtain, verify, and record
information that identifies the Borrowers, which information includes the names
and addresses of the Borrowers and other information that will allow such Lender
to identify the Borrowers in accordance with the Act.

                                      -68-
<PAGE>

       Section 13.26. Appointment and Authorization of Company. Each Borrower
irrevocably appoints and authorizes the Company to take such action as agent on
its behalf and to exercise such powers under the Loan Documents as are delegated
to the Company by the terms thereof, together with all such powers as are
reasonably incidental thereto. Each Borrower irrevocably agrees that the Lenders
and Administrative Agent may conclusively rely on the authority of the Company
in exercising the powers granted to it by the terms of this Agreement.

                                      -69-
<PAGE>

         This Credit Agreement is entered into between us for the uses and
purposes hereinabove set forth as of the date first above written.

                                    "BORROWERS"

                                    AMCOL INTERNATIONAL CORPORATION


                                    By     /s/ Gary L. Castagna
                                           -------------------------------------
                                    Name:  Gary L. Castagna
                                    Title: Senior Vice President

                                    CETCO EUROPE LTD.

                                    By     /s/ Gary L. Castagna
                                           -------------------------------------
                                    Name:  Gary L. Castagna
                                    Title: Director

                                    COLIN STEWART MINCHEM LIMITED


                                    By     /s/ Gary L. Castagna
                                           -------------------------------------
                                    Name:  Gary L. Castagna
                                    Title: Director

                                    CETCO POLAND SP. Z.O. O


                                    By     /s/ Gary L. Castagna
                                           -------------------------------------
                                    Name:  Gary L. Castagna
                                    Title: Authorized Signatory

<PAGE>

                                    "GUARANTORS"

                                    AMCOL INTERNATIONAL CORPORATION


                                    By     /s/ Gary L. Castagna
                                           -------------------------------------
                                    Name:  Gary L. Castagna
                                    Title: Senior Vice President

                                    AMERI-CO LOGISTICS, INC.


                                    By     /s/ Gary L. Castagna
                                           -------------------------------------
                                    Name:  Gary L. Castagna
                                    Title: Treasurer

                                    AMERICAN COLLOID COMPANY


                                    By     /s/ Gary L. Castagna
                                           -------------------------------------
                                    Name:  Gary L. Castagna
                                    Title: Treasurer

                                    COLLOID ENVIRONMENTAL TECHNOLOGIES COMPANY


                                    By     /s/ Gary L. Castagna
                                           -------------------------------------
                                    Name:  Gary L. Castagna
                                    Title: Treasurer

                                    AMCOL SPECIALTIES HOLDINGS, INC.


                                    By     /s/ Gary L. Castagna
                                           -------------------------------------
                                    Name:  Gary L. Castagna
                                    Title: Vice President

<PAGE>

                                    "LENDERS"

                                    HARRIS N.A., in its individual capacity as a
                                    Lender, as L/C Issuer, and as Administrative
                                    Agent


                                    By     /s/ Danjuma G. Gibson
                                           -------------------------------------
                                    Name:  Danjuma G. Gibson
                                    Title: Vice President

<PAGE>

                                    WELLS FARGO BANK, N.A.

                                    By     /s/ Daniel Lange
                                           -------------------------------------
                                    Name:  Daniel Lange
                                    Title: Vice President

<PAGE>

                                    BANK OF AMERICA, N.A.

                                    By     /s/ Chris D. Buckner
                                           -------------------------------------
                                    Name:  Chris D. Buckner
                                    Title: Senior Vice President

<PAGE>

                                    THE NORTHERN TRUST COMPANY

                                    By     /s/ Morgan A. Lyons
                                           -------------------------------------
                                    Name:  Morgan A. Lyons
                                    Title: Second Vice President