<PAGE>

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                       AMENDMENT NO. 3 TO CREDIT AGREEMENT

      THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment"), dated as of
November 14, 2005, is by and among ESTERLINE TECHNOLOGIES CORPORATION, a
Delaware corporation (the "Borrower"), the lenders identified on the signature
pages hereto as the Existing Lenders (the "Existing Lenders"), the lenders
identified on the signature pages hereto as the New Lenders (the "New Lenders",
and together with the Existing Lenders, the "Lenders"), and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Collateral Agent, Issuing Bank, Swingline Bank and
Administrative Agent (in such capacities, the "Administrative Agent").

                               W I T N E S S E T H

      WHEREAS, the Borrower, the Existing Lenders and the Administrative Agent
are parties to that certain Credit Agreement dated as of June 11, 2003 (as
previously amended and as further amended, modified, supplemented or restated
from time to time, the "Existing Credit Agreement");

      WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement; and

      WHEREAS, the Lenders have agreed to such amendments subject to the terms
and conditions set forth herein.

      NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

                                     PART 1
                               CERTAIN DEFINITIONS

      1.1 CERTAIN DEFINITIONS. Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Amendment, including its
preamble and recitals, have the following meanings:

      "Amended Credit Agreement" means the Existing Credit Agreement as amended
hereby.

      "Amendment No. 3 Effective Date" has the meaning ascribed thereto in
Section 3.1.

      1.2 OTHER DEFINITIONS. Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment, including its preamble and
recitals, have the meanings provided in the Existing Credit Agreement.

<PAGE>

                                     PART 2
                         AMENDMENTS TO CREDIT AGREEMENT

      2.1 AMENDMENTS TO CREDIT AGREEMENT. The Existing Credit Agreement is
hereby amended in its entirety to read in the form attached to this Amendment as
Exhibit A. The modifications to the Existing Credit Agreement shall be effective
as of the Amendment No. 3 Effective Date and shall apply from such date (and not
retroactively) unless otherwise specifically set forth in the Amended Credit
Agreement.

      2.2 SCHEDULES. Those certain Schedules attached to this Amendment shall
replace the corresponding Schedules to the Existing Credit Agreement. All other
Schedules to the Existing Credit Agreement shall not be modified or otherwise
affected.

      2.3 AMENDMENTS TO COLLATERAL DOCUMENTS. Notwithstanding any provisions of
the Credit Agreement, the Security Agreement or any of the other Loan Documents
to the contrary, (a) neither the Borrower nor any of the other Grantors under
the Security Agreement shall be required to execute any agreements, instruments
or other documents, deliver any agreements, instruments, other documents or
property to the Administrative Agent or take any other action in order to grant
to or perfect in the Administrative Agent or the Lenders a security interest in
any property that the Administrative Agent does not hold a perfected security
interests in as of the Amendment No. 3 Effective Date, (b) so long as no Event
of Default shall have occurred and be continuing, neither the Administrative
Agent nor any of the Lenders shall be entitled to effect any filing, recording
or registration in order to obtain a security interest in or perfect any
security interest in any property of the Borrower or any other Grantor under the
Security Agreement other than (i) the filing of periodic continuation statements
under the Uniform Commercial Code and (ii) filings, recordings and registrations
made to perfect or continue the perfection of the Administrative Agent's
security interest in property of the Borrower to the extent the Administrative
Agent has a perfected security interest in such property as of the Amendment No.
3 Effective Date and (c) so long as no Event of Default shall have occurred and
be continuing, neither the Administrative Agent nor any of the Lenders shall be
entitled to obtain from any Person any control or similar agreement after the
Amendment No. 3 Effective Date in order to obtain a perfected security interest
in any of the property of the Borrower or any other Grantor under the Security
Agreement.

                                     PART 3
                           CONDITIONS TO EFFECTIVENESS

      3.1 CLOSING CONDITIONS.

      This Amendment shall become effective as of the date hereof (the
"Amendment No. 3 Effective Date") upon satisfaction of the following conditions
(in form and substance reasonably acceptable to the Administrative Agent):

                                       2
<PAGE>

            (a) Executed Amendment. Receipt by the Administrative Agent of a
      copy of this Amendment duly executed by the Borrower and each of the
      Lenders and acknowledged and agreed to by each Subsidiary Guarantor.

            (b) Amendment Fee. The Administrative Agent shall have received an
      upfront fee, for the ratable benefit of the Lenders, from the Borrower in
      an amount equal to 0.15% of the aggregate amount of the Revolving Credit
      Facility (after giving effect to this Amendment).

            (c) Legal Opinion. The Administrative Agent shall have received an
      opinion (which shall cover, among other things, absence of violation of
      law or regulation or conflicts with existing Material Contracts (including
      the Senior Subordinated Indenture) and enforceability), satisfactory to
      the Administrative Agent, addressed to the Administrative Agent and the
      Lenders, from legal counsel to the Loan Parties.

            (d) Officer's Certificate. The Administrative Agent shall have
      received a certificate or certificates executed by an officer of the
      Borrower as of the Third Amendment Effective Date stating that (A) all
      consents and approvals of boards of directors, shareholders, governmental
      authorities and other applicable third parties necessary in connection
      with the funding and enforcement of the Revolving Credit Facility and the
      repayment in full of the Senior Notes have been obtained and remain in
      full force; (B) there exists no action, suit, proceeding or, to such
      officer's knowledge, investigation (whether previously existing, newly
      instituted or, to such officer's knowledge, threatened) before, and no
      order, injunction or decree has been entered by, any court, arbitrator or
      governmental authority, in each case seeking to enjoin, restrain,
      restrict, set aside or prohibit, to impose material conditions upon, or to
      obtain substantial damages in respect of, the repayment in full of the
      Senior Notes or the funding of the Revolving Credit Facility or that could
      reasonably be expected to have a material adverse effect upon the
      financial condition, operations, properties, assets, liabilities or
      business of the Borrower and its subsidiaries taken as a whole, or on the
      ability of any Loan Party and any of its subsidiaries to perform their
      respective obligations under or in connection with the Loan Documents; and
      (C) immediately after giving effect to this Amendment and all the
      transactions contemplated hereby to occur on the Third Amendment Effective
      Date (including giving pro forma effect to the repayment of the Senior
      Notes), (1) no Default or Event of Default exists; (2) all representations
      and warranties contained herein and in the Loan Documents (as amended
      hereby) are true and correct in all material respects; and (3) the
      Borrower is in compliance with each of the financial covenants set forth
      in Section 5.04 of the Credit Agreement.

            (e) Organizational Documents. The Administrative Agent shall have
      received:

                  (i) Charter Documents. Copies of the articles of incorporation
            of the Borrower certified to be true and correct as of a recent date
            by the appropriate Governmental Authority of the state of Delaware
            and certified by a Responsible

                                       3
<PAGE>

            Officer of the Borrower to be true and correct as of the Amendment
            No. 3 Effective Date.

                  (ii) Bylaws. A copy of the bylaws of the Borrower certified by
            a Responsible Officer of the Borrower to be true and correct as of
            the Amendment No. 3 Effective Date.

                  (iii) Resolutions. Copies of resolutions of the Board of
            Directors of each of the Loan Parties approving and adopting this
            Amendment, the transactions contemplated herein and authorizing
            execution and delivery thereof, certified by a Responsible Officer
            to be true and correct and in force and effect as of the Amendment
            No. 3 Effective Date.

                  (iv) Good Standing. Copies of certificates of good standing,
            existence or its equivalent with respect to the Borrower certified
            as of a recent date by the appropriate Governmental Authorities of
            the state of incorporation and each other jurisdiction in which the
            failure to so qualify and be in good standing could reasonably be
            expected to have a Material Adverse Effect.

                  (v) Incumbency. An incumbency certificate of each Loan Party
            certified by a Responsible Officer of such Loan Party to be true and
            correct as of the Amendment No. 3 Effective Date.

            (f) No Change. There shall not have occurred (i) any material
      adverse change in the financial condition, operations, properties, assets,
      liabilities or business of the Borrower, or the Borrower and its
      subsidiaries taken as a whole, since December 31, 2004 or (ii) any event,
      condition or state of facts that could reasonably be expected to have any
      such material adverse change.

            (g) Litigation, etc. There shall be no action, suit, proceeding or,
      to the Borrower's knowledge, investigation (whether previously existing,
      newly instituted or, to the Borrower's knowledge, threatened) before, and
      no order, injunction or decree shall have been entered by, any court,
      arbitrator or governmental authority, in each case seeking to enjoin,
      restrain, restrict, set aside or prohibit, to impose material conditions
      upon, or to obtain substantial damages in respect of, the repayment in
      full of the Senior Notes or the funding of the Revolving Credit Facility
      or that, in the opinion of the Administrative Agent, could reasonably be
      expected to have a material adverse effect upon the financial condition,
      operations, properties, assets, liabilities or business of the Borrower
      and its subsidiaries taken as a whole, or on the ability of any Loan Party
      and any of its subsidiaries to perform their respective obligations under
      or in connection with the Loan Documents.

            (h) Fees and Expenses. The Administrative Agent shall have received
      all fees and expenses of the Administrative Agent in connection with the
      preparation, execution and delivery of this Amendment, including, without
      limitation, the fees and expenses of Moore & Van Allen PLLC for which an
      invoice has been presented to the Borrower.

                                       4
<PAGE>

            (i) Promissory Notes. The Administrative Agent shall have received
      Revolving Credit Notes executed by the Borrower in favor of each New
      Lender that has requested that its Advances be evidenced by a note.

            (j) Other. The Administrative Agent shall have received such other
      documents, agreements or information which it may reasonably request
      relating to the Loan Parties and the transactions contemplated by this
      Amendment and any other matters relevant hereto or thereto, all in form
      and substance satisfactory to the Administrative Agent.

                                     PART 4
                           ASSIGNMENTS AND ASSUMPTIONS

           4.1 ASSIGNMENT AND ASSUMPTION. The Existing Lenders hereby sell and
assign, without recourse, to the New Lenders, and the New Lenders hereby
purchase and assume, without recourse, from the Existing Lenders, effective as
of the Amendment No. 3 Effective Date, such interests in the Existing Lenders'
rights and obligations under the Existing Credit Agreement and the other Loan
Documents (including, without limitation, the Commitments of the Existing
Lenders on the Amendment No. 3 Effective Date and the Revolving Credit Advances
owing to the Existing Lenders which are outstanding on the Amendment No. 3
Effective Date) as shall be necessary in order to give effect to the
reallocations of the Revolving Credit Commitments, effected by the amendment to
Schedule I to the Existing Credit Agreement pursuant to Section 2.2 hereof,
whereupon each of the New Lenders shall be a party to the Amended Credit
Agreement and have all of the rights and obligations of a Lender thereunder and
under the other Loan Documents. Each Existing Lender hereby represents and
warrants (a) that it is the lawful owner of the interests being assigned hereby,
free and clear of any lien or other adverse claim and (b) that it is legally
authorized to enter into this Amendment and this Amendment is the legal, valid
and binding obligation of such Existing Lender, enforceable against it in
accordance with its terms. The New Lenders shall make payment in exchange for
such interests in the Existing Lenders' rights and obligations under the
Existing Credit Agreement and the other Loan Documents on the Amendment No. 3
Effective Date in the amounts and in accordance with the percentages set forth
in Schedule I, as amended hereby, and the instructions of the Administrative
Agent. Each New Lender (a) represents and warrants that it is legally authorized
to enter into this Amendment and this Amendment is the legal, valid and binding
obligation of such New Lender, enforceable against it in accordance with its
terms; (b) confirms that it has received a copy of the Existing Credit
Agreement, this Amendment and all of the Exhibits and Schedules thereto,
together with copies of the financial statements referred to in Section 4.01(g),
(h) and (i) of the Existing Credit Agreement, the financial statements delivered
pursuant to Section 5.03 thereof, if any, and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Amendment; (c) agrees that it will, independently
and without reliance upon the Existing Lenders, the Administrative Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Amended Credit Agreement, the other Loan Documents
or any other instrument or document furnished

                                       5
<PAGE>

pursuant hereto or thereto; and (d) agrees that it will be bound by the
provisions of the Amended Credit Agreement and will perform in accordance with
its terms all the obligations which by the terms of the Amended Credit Agreement
are required to be performed by it as a Lender. Each Existing Lender shall, to
the extent of the interests assigned hereby, relinquish its rights and be
released from its obligations under the Existing Credit Agreement. The
Administrative Agent shall maintain in its internal records and record in the
Register the information relating to the assignments and assumptions effected
pursuant to this Part 4 and as required by Section 8.07 of the Existing Credit
Agreement.

           4.2 CREDIT PARTY AGREEMENT. Each of the Loan Parties agrees that, as
of the Amendment No. 3 Effective Date, each New Lender shall (i) be a party to
the Amended Credit Agreement and the other Loan Documents, (ii) be a "Lender"
for all purposes of the Amended Credit Agreement and the other Loan Documents,
and (iii) have the rights and obligations of a Lender under the Amended Credit
Agreement and the other Loan Documents.

           4.3 NOTICES. The applicable address, facsimile number and electronic
mail address of each New Lender for purposes of Section 8.02 of the Amended
Credit Agreement are as set forth in the administrative questionnaire delivered
by each New Lender to the Administrative Agent on or before the Amendment No. 3
Effective Date or to such other address, facsimile number and electronic mail
address as shall be designated by any New Lender in a notice to the
Administrative Agent.

                                     PART 5
                                  MISCELLANEOUS

      5.1 AMENDED TERMS. All references to the Credit Agreement in each of the
Loan Documents shall hereafter mean the Credit Agreement as amended by this
Amendment. Except as specifically amended hereby or otherwise agreed, the Credit
Agreement is hereby ratified and confirmed and shall remain in full force and
effect according to its terms.

      5.2 REPRESENTATIONS AND WARRANTIES. Each Loan Party represents and
warrants as follows as of the date hereof:

            (a) It has taken all necessary action to authorize the execution,
      delivery and performance of this Amendment.

            (b) This Amendment has been duly executed and delivered by such Loan
      Party and constitutes such Loan Party's valid and legally binding
      obligations, enforceable in accordance with its terms, except as such
      enforceability may be subject to (i) bankruptcy, insolvency,
      reorganization, fraudulent conveyance or transfer, moratorium or similar
      laws affecting creditors' rights generally and (ii) general principles of
      equity (regardless of whether such enforceability is considered in a
      proceeding at law or in equity).

                                       6
<PAGE>

            (c) No consent, approval, authorization or order of, or filing,
      registration or qualification with, any Governmental Authority or third
      party is required in connection with the execution, delivery or
      performance by such Loan Party of this Amendment.

            (d) The representations and warranties set forth in Article IV of
      the Credit Agreement are true and correct in all material respects as of
      the date hereof (except for those which expressly relate to an earlier
      date).

            (e) There have been no changes to the organization documents
      (including, as applicable, articles of incorporation, articles of
      formation, bylaws, operating agreement or equivalent organizational
      documents) of any Subsidiary Guarantor since the Effective Date Date.

      5.3 LOAN DOCUMENT. This Amendment shall constitute a Loan Document under
the terms of the Credit Agreement.

      5.4 ENTIRETY. This Amendment and the other Loan Documents embody the
entire agreement between the parties hereto and supersede all prior agreements
and understandings, oral or written, if any, relating to the subject matter
hereof.

      5.5 COUNTERPARTS; TELECOPY. This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of an executed counterpart to this Amendment by telecopy shall be
effective as an original and shall constitute a representation that an original
will be delivered.

      5.6 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

      5.7 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. The jurisdiction and
waiver of jury trial provisions set forth in Sections 8.12 and 8.14 of the
Credit Agreement are hereby incorporated by reference, mutatis mutandis.

      5.8 FEES. The Borrower agrees to pay all fees and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including, without limitation, the fees and expenses of Moore
& Van Allen PLLC.

                  [remainder of page intentionally left blank]

                                       7
<PAGE>

      IN WITNESS WHEREOF the Borrower, the Lenders, and the Administrative Agent
have caused this Amendment to be duly executed on the date first above written.

BORROWER:                        ESTERLINE TECHNOLOGIES
                                 CORPORATION,
                                 a Delaware corporation

                                 By: /s/ Robert D. George
                                     ------------------------------------------
                                 Name: Robert D. George
                                 Title: Vice President, Chief Financial Officer,
                                        Secretary and Treasurer

<PAGE>

ADMINISTRATIVE AGENT,
COLLATERAL AGENT,
ISSUING BANK,
SWINGLINE BANK AND
EXISTING LENDER:                 WACHOVIA BANK,
                                 NATIONAL ASSOCIATION,

                                 By: /s/ William F. Fox
                                     ___________________________________________
                                 Name:  William F. Fox
                                 Title: Director

<PAGE>

EXISTING LENDERS:                THE BANK OF NEW YORK,

                                 By: /s/ Elizabeth T. Ying
                                     ___________________________________________
                                 Name:  Elizabeth T. Ying
                                 Title: Vice President

<PAGE>

                                 KEYBANK NATIONAL ASSOCIATION,

                                 By: /s/ Frank J. Jancar
                                     ___________________________________________
                                 Name:  Frank J. Jancar
                                 Title: Vice President

<PAGE>

                                 U.S. BANK NATIONAL ASSOCIATION

                                 By: /s/ James R. Farmer
                                     ___________________________________________
                                 Name:  James R. Farmer
                                 Title: Vice President

<PAGE>

                                 WELLS FARGO BANK, N.A.,

                                 By: /s/ Russ Carson
                                    ___________________________________________
                                 Name:  Russ Carson
                                 Title: V.P.

<PAGE>

NEW LENDERS:                     BANK OF AMERICA, N.A.

                                 By: /s/ Robert W. Troutman
                                     ___________________________________________
                                 Name:  Robert W. Troutman
                                 Title: Managing Director

<PAGE>

                           ACKNOWLEDGMENT AND CONSENT

      The undersigned do hereby acknowledge and consent to the foregoing
Amendment. The undersigned do hereby confirm and agree that, after giving effect
to such Amendment, the Subsidiary Guaranty and each other Loan Document to which
each of the undersigned is a party is and shall continue to be in full force and
effect and is hereby confirmed and ratified in all respects.

                                 ADVANCED INPUT DEVICES, INC.
                                 AMTECH AUTOMATED MANUFACTURING TECHNOLOGY
                                 ANGUS ELECTRONICS CO.
                                 ARMTEC COUNTERMEASURES CO.
                                 ARMTEC DEFENSE PRODUCTS CO.
                                 AUXITROL CO.
                                 AVISTA, INCORPORATED
                                 BVR TECHNOLOGIES CO.
                                 EA TECHNOLOGIES CORPORATION
                                 EQUIPMENT SALES CO.
                                 H.A. SALES CO.
                                 HAUSER INC.
                                 HYTEK FINISHES CO.
                                 JANCO CORPORATION
                                 KIRKHILL-TA CO.
                                 KORRY ELECTRONICS CO.
                                 LEACH HOLDING CORPORATION
                                 LEACH INTERNATIONAL CORPORATION
                                 LEACH TECHNOLOGY GROUP, INC.
                                 MEMTRON TECHNOLOGIES CO.
                                 MASON ELECTRIC CO.
                                 MC TECH CO.
                                 NORWICH AERO PRODUCTS, INC.
                                 PALOMAR PRODUCTS, INC.
                                 PRESSURE SYSTEMS, INC.
                                 PRESSURE SYSTEMS INTERNATIONAL, INC.
                                 SURFTECH FINISHES CO.
                                 UMM ELECTRONICS INC.

                                 By: /s/ Robert D. George
                                     -------------------------------------
                                 Name: Robert D. George
                                 Its: Secretary

<PAGE>

                                 ESTERLINE TECHNOLOGIES HOLDINGS LIMITED

                                 By: /s/ Robert D. George
                                     ---------------------------
                                 Name: Robert D. George
                                 Its: Director

<PAGE>

                                                    EXHIBIT A TO AMENDMENT NO. 3

================================================================================
                                                                   CUSIP NUMBER:

                                CREDIT AGREEMENT

                            Dated as of June 11, 2003

                       and amended as of November 14, 2005

                                      Among

                       ESTERLINE TECHNOLOGIES CORPORATION,
                                  as Borrower,

                      THE INITIAL LENDERS, ISSUING BANK AND
                          SWING LINE BANK NAMED HEREIN,
              as Initial Lenders, Issuing Bank and Swing Line Bank,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Collateral Agent,

                              THE BANK OF NEW YORK,
                              as Syndication Agent,

                                       and

                          KEYBANK NATIONAL ASSOCIATION,
                             as Documentation Agent

                          WACHOVIA CAPITAL MARKETS, LLC
                        (f/k/a Wachovia Securities, LLC),

                     as Co-Lead Arranger and Sole Bookrunner

                                       and

                           BNY CAPITAL MARKETS, INC.,
                               as Co-Lead Arranger

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

<PAGE>

                         T A B L E  O F  C O N T E N T S

<TABLE>
<CAPTION>
SECTION                                                                                                                        PAGE
<S>                                                                                                                            <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms.........................................................................................     2
SECTION 1.02. Computation of Time Periods; Other Definitional Provisions....................................................    20
SECTION 1.03. Accounting Terms..............................................................................................    21
SECTION 1.04. Currency Equivalents Generally................................................................................    21

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

SECTION 2.01. The Advances and the Letters of Credit........................................................................    21
SECTION 2.02. Making the Advances...........................................................................................    23
SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit............................................    25
SECTION 2.04. Repayment of Advances.........................................................................................    26
SECTION 2.05. Termination or Reduction of the Commitments...................................................................    27
SECTION 2.06. Prepayments...................................................................................................    28
SECTION 2.07. Interest......................................................................................................    29
SECTION 2.08. Fees..........................................................................................................    30
SECTION 2.09. Conversion of Advances........................................................................................    30
SECTION 2.10. Increased Costs, Etc..........................................................................................    31
SECTION 2.11. Payments and Computations.....................................................................................    32
SECTION 2.12. Taxes.........................................................................................................    35
SECTION 2.13. Sharing of Payments, Etc......................................................................................    37
SECTION 2.14. Use of Proceeds...............................................................................................    37
SECTION 2.15. Evidence of Debt..............................................................................................    38
SECTION 2.16. Defaulting Lenders............................................................................................    38
SECTION 2.17. Additional Loans..............................................................................................    39

ARTICLE III CONDITIONS OF LENDING AND ISSUANCES OF LETTERS OF CREDIT

SECTION 3.01. Conditions Precedent to Initial Extension of Credit...........................................................    40
SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and Renewal...............................................    44

ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Loan Parties............................................................    45

ARTICLE V COVENANTS OF THE LOAN PARTIES

SECTION 5.01. Affirmative Covenants.........................................................................................    51
SECTION 5.02. Negative Covenants............................................................................................    53
SECTION 5.03. Reporting Requirements........................................................................................    62
SECTION 5.04. Financial Covenants...........................................................................................    64

ARTICLE VI EVENTS OF DEFAULT

SECTION 6.01. Events of Default.............................................................................................    65
SECTION 6.02. Actions in Respect of the Letters of Credit upon Default......................................................    67
</TABLE>

<PAGE>

                                       ii

<TABLE>
<S>                                                                                                                             <C>
ARTICLE VII THE AGENTS

SECTION 7.01. Authorization and Action......................................................................................    68
SECTION 7.02. Agents' Reliance, Etc.........................................................................................    68
SECTION 7.03. Wachovia and Affiliates.......................................................................................    69
SECTION 7.04. Lender Party Credit Decision..................................................................................    69
SECTION 7.05. Indemnification...............................................................................................    69
SECTION 7.06. Successor Agents..............................................................................................    70
SECTION 7.07. Bookrunner/ Co-Arranger, Co-Arranger, Syndication Agent and Documentation Agent Have No Liability.............    71

ARTICLE VIII MISCELLANEOUS

SECTION 8.01. Amendments, Etc...............................................................................................    71
SECTION 8.02. Notices, Etc..................................................................................................    72
SECTION 8.03. No Waiver; Remedies; Entire Agreement.........................................................................    73
SECTION 8.04. Costs and Expenses............................................................................................    73
SECTION 8.05. Right of Set-off..............................................................................................    74
SECTION 8.06. Binding Effect................................................................................................    75
SECTION 8.07. Assignments and Participations................................................................................    75
SECTION 8.08. Execution in Counterparts.....................................................................................    77
SECTION 8.09. No Liability of the Issuing Bank..............................................................................    78
SECTION 8.10. Confidentiality...............................................................................................    78
SECTION 8.11. Release of Collateral.........................................................................................    79
SECTION 8.12. JURISDICTION, ETC.............................................................................................    79
SECTION 8.13. GOVERNING LAW.................................................................................................    79
SECTION 8.14. WAIVER OF JURY TRIAL..........................................................................................    80
</TABLE>

<PAGE>

                                      iii

SCHEDULES

Schedule I         -     Commitments and Applicable Lending Offices
Schedule II        -     Financial Covenant Items
Schedule III       -     Subsidiary Guarantors
Schedule 4.01(b)   -     Subsidiaries
Schedule 4.01(d)   -     Authorizations, Approvals, Actions, Notices and Filings
Schedule 4.01(q)   -     Open Years
Schedule 4.01(s)   -     Existing Debt
Schedule 4.01(t)   -     Surviving Debt
Schedule 4.01(u)   -     Liens
Schedule 4.01(v)   -     Owned Real Property
Schedule 4.01(w)   -     Leased Real Property
Schedule 4.01(x)   -     Investments
Schedule 4.01(y)   -     Intellectual Property
Schedule 4.01(z)   -     Material Contracts

EXHIBITS

Exhibit A-1    -   Form of Revolving Credit Note
Exhibit A-2    -   Form of Swing Line Note
Exhibit B      -   Form of Notice of Borrowing
Exhibit C      -   Form of Assignment and Acceptance
Exhibit D      -   Form of Security Agreement
Exhibit E      -   Form of Subsidiary Guaranty
Exhibit F      -   Form of Solvency Certificate
Exhibit G      -   Form of Opinion of Counsel to the Loan Parties

<PAGE>

                                CREDIT AGREEMENT

      CREDIT AGREEMENT dated as of June 11, 2003 (as amended, supplemented,
restated or otherwise modified from time to time, this "AGREEMENT") among
ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the "BORROWER"), the
banks, financial institutions and other lenders listed on the signature pages
hereof as the Initial Lenders (the "INITIAL LENDERS"), the bank listed on the
signature pages hereof as the Issuing Bank (as further defined below, the
"ISSUING BANK"), the bank listed on the signature pages hereof as the Swing Line
Bank (as further defined below, the "SWING LINE BANK" and, together with the
Initial Lenders and the Issuing Bank, the "INITIAL LENDER PARTIES"), WACHOVIA
BANK, NATIONAL ASSOCIATION, as collateral agent (together with any successor
collateral agent appointed pursuant to Article VII, in such capacity, the
"COLLATERAL AGENT") for the Secured Parties (as hereinafter defined), WACHOVIA
BANK, NATIONAL ASSOCIATION ("WACHOVIA"), as administrative agent (together with
any successor administrative agent appointed pursuant to Article VII, in such
capacity, the "ADMINISTRATIVE AGENT") for the Lender Parties (as hereinafter
defined), WACHOVIA CAPITAL MARKETS, LLC (f/k/a Wachovia Securities, LLC), as
sole bookrunner and co-lead arranger (in such capacity, the "BOOKRUNNER/
CO-ARRANGER"), BNY Capital Markets, Inc., as co-lead arranger (in such capacity,
the "CO-ARRANGER"), The Bank of New York, as syndication agent, and KeyBank
National Association, as documentation agent.

                             PRELIMINARY STATEMENTS:

            (1) The Borrower has requested that the Lender Parties establish a
revolving credit facility (with subfacilities for letters of credit and
swingline loans) for the benefit of the Borrower in an aggregate amount equal to
$100,000,000 to refinance and replace the Borrower's existing credit facilities
and to finance the ongoing working capital and other general corporate purposes
of the Borrower and its subsidiaries. The Lender Parties have indicated their
willingness to agree to establish such revolving credit facility, but only on
the terms and conditions of this Agreement, including the granting of the
Collateral pursuant to the Collateral Documents and the guarantees pursuant to
the Subsidiary Guaranty (each, and all other capitalized terms used in these
Preliminary Statements, as defined below).

            (2) It is a condition to the obligations of the Initial Lender
Parties and the effectiveness of this Agreement that, among other conditions,
(a) the Borrower acquire (the "ACQUISITION") all of the Equity Interests
comprising the Acquired Businesses from the Sellers pursuant to the Agreement
for the Sale and Purchase of the Acquired Businesses by and among the Sellers
and the Buyers dated as of May 22, 2003 (the "ACQUISITION AGREEMENT") and (b) to
provide a portion of the financing for the Acquisition, the Borrower shall have
either (i) issued the Senior Subordinated Notes in an aggregate principal amount
of at least $175,000,000 or (ii) incurred the Bridge Loans in an aggregate
principal amount of at least $85,000,000.

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

<PAGE>

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

            "ACQUISITION AGREEMENT" has the meaning specified in the Preliminary
      Statements to this Agreement.

            "ACQUIRED BUSINESSES" means all of the Equity Interests (and related
      assets) of Pressure Systems International Limited, a private limited
      company organized under the laws of England and Wales, Pressure Systems
      Inc., a Virginia corporation, Norwich Aero Products Inc., a New York
      corporation, and Weston Aerospace, a private unlimited company organized
      under the laws of England and Wales.

            "ACQUISITION" has the meaning specified in the Preliminary
      Statements to this Agreement.

            "ACQUISITION DOCUMENTS" means the Acquisition Agreement and all
      schedules thereto, employment agreements, the Tax Deed (as defined in the
      Acquisition Agreement), and each other document related to the
      Acquisition.

            "ADMINISTRATIVE AGENT" has the meaning specified in the Preliminary
      Statements to this Agreement.

            "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
      Administrative Agent maintained by the Administrative Agent with Wachovia
      Bank, National Association, at its office at 201 South College Street,
      Charlotte Plaza 8th Floor, Charlotte, North Carolina 28288, Account No.
      5000000040942, Attention: Agency Services - Annette Williams, or such
      other account as the Administrative Agent shall specify in writing to the
      Lender Parties.

            "ADVANCE" means a Revolving Credit Advance, a Swing Line Advance or
      a Letter of Credit Advance.

            "AFFILIATE" means, as to any Person, any other Person that, directly
      or indirectly, controls, is controlled by or is under common control with
      such Person or is a director or officer of such Person. For purposes of
      this definition, the term "control" (including the terms "controlling",
      "controlled by" and "under common control with") of a Person means the
      possession, direct or indirect, of the power to vote 10% or more of the
      Voting Interests of such Person or to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of
      Voting Interests, by contract or otherwise.

            "AGENTS" means the Administrative Agent, the Collateral Agent and
      the Bookrunner/ Co-Arranger.

            "AGREEMENT" has the meaning specified in the Preliminary Statements
      to this Agreement.

            "AGREEMENT VALUE" means, for each Hedge Agreement, on any date of
      determination, an amount equal to all obligations thereunder (includes the
      amount of any termination payments that would payable on such date if the
      Hedge Agreement were terminated).

<PAGE>

            "AMENDMENT NO. 3 EFFECTIVE DATE" means the effective date of that
      certain Amendment No. 3 to Credit Agreement dated as of November 14, 2005,
      among the Borrower, the Lenders and the Administrative Agent.

            "APPLICABLE COMMITMENT FEE PERCENTAGE" means, for any period, a rate
      equal to (i) 0.250% per annum if the Leverage Ratio is > or = 3.0, (ii)
      0.225% per annum if the Leverage Ratio is <3.0 but > or = 2.0, (iii)
      0.175% per annum if the Leverage Ratio is > or = 2.0 but > or = 1.0 and
      (iv) 0.125% per annum if the Leverage Ratio is <1.0.

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

            "APPLICABLE MARGIN" means, at any time, a percentage per annum
      determined by reference to the Leverage Ratio as of the end of the Fiscal
      Quarter most recently ended prior to such time, as set forth below:

<TABLE>
<CAPTION>
           LEVERAGE RATIO                          BASE RATE ADVANCES                     EURODOLLAR RATE ADVANCES
<S>                                                <C>                                    <C>
Greater than or equal to 3.0                             0.250%                                    1.125%

Greater than or equal to 2.0 but less than 3.0           0.000%                                    0.875%

Greater than or equal to 1.0 but less than 2.0           0.000%                                    0.750%

            less than 1.0                                0.000%                                    0.500%
</TABLE>

            "APPROPRIATE LENDER" means, at any time, with respect to (a) the
      Revolving Credit Facility, a Lender that has a Commitment with respect to
      such Facility at such time, (b) the Letter of Credit Facility, (i) the
      Issuing Bank and (ii) if the other Revolving Credit Lenders have made
      Letter of Credit Advances pursuant to Section 2.03(c) that are outstanding
      at such time, each such other Revolving Credit Lender and (c) the Swing
      Line Facility, (i) the Swing Line Bank and (ii) if the other Revolving
      Credit Lenders have made Swing Line Advances pursuant to Section 2.02(b)
      that are outstanding at such time, each such other Revolving Credit
      Lender.

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

            "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
      entered into by a Lender Party and an Eligible Assignee, and accepted by
      the Administrative Agent, in accordance with Section 8.07 and in
      substantially the form of Exhibit C hereto.

            "AVAILABLE AMOUNT" of any Letter of Credit means, at any time, the
      maximum amount available to be drawn under such Letter of Credit at such
      time (assuming compliance at such time with all conditions to drawing).

<PAGE>

            "BANKRUPTCY LAW" means any proceeding of the type referred to in
      Section 6.01(f) or Title II, U.S. Code, or any similar foreign, federal or
      state law for the relief of debtors.

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

            (a) the rate of interest per annum then most recently publicly
      announced by Wachovia in Charlotte, North Carolina, from time to time, as
      Wachovia's prime rate for Dollars loaned in the United States; and

            (b) 1/2 of 1% per annum above the Federal Funds Rate.

            The Base Rate is an index rate and is not necessarily intended to be
      the lowest or best rate of interest charged to other customers in
      connection with extensions of credit or to other banks.

            "BASE RATE ADVANCE" means an Advance that bears interest as provided
      in Section 2.07(a)(i).

            "BOOKRUNNER/CO-ARRANGER" has the meaning specified in the
      Preliminary Statements to this Agreement.

            "BORROWER" has the meaning specified in the Preliminary Statements
      to this Agreement.

            "BORROWER'S ACCOUNT" means the account of the Borrower maintained by
      the Borrower with Wachovia Bank, National Association, at its office at
      201 South College Street, Charlotte Plaza 8th Floor, Charlotte, North
      Carolina 28288, Attention: Agency Services, Account No. 5000000040942, or
      such other account as the Borrower shall specify in writing to the
      Administrative Agent.

            "BORROWING" means a Revolving Credit Borrowing or a Swing Line
      Borrowing.

            "BRIDGE LOANS" means loans in a principal amount of up to
      $85,000,000 lent to the Borrower to finance the consummation of the
      Acquisition if the Senior Subordinated Notes cannot be issued due to
      market conditions, such loans to be made pursuant to a senior unsecured
      bridge loan facility on terms (including terms for and relating to
      exchange notes therefor) and under documents reasonably satisfactory to
      the Administrative Agent ("BRIDGE DOCUMENTATION").

            "BRIDGE DOCUMENTATION" has the meaning specified therefor in the
      definition of "Bridge Loans".

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

            "BUYERS" means Esterline Technologies Corporation, a Delaware
      corporation, and Esterline Technologies Acquisition Limited, a private
      limited company organized under the laws of England and Wales.

            "CAPITAL EXPENDITURES" means, for any Person for any period, the sum
      of, without duplication, (a) all expenditures made, directly or
      indirectly, by such Person or any of its

<PAGE>

      Subsidiaries during such period for equipment, fixed assets, real property
      or improvements, or for replacements or substitutions therefor or
      additions thereto, that have been or should be, in accordance with GAAP,
      reflected as additions to property, plant or equipment on a Consolidated
      balance sheet of such Person or have a useful life of more than one year
      plus (b) the aggregate principal amount of all Debt (including Obligations
      under Capitalized Leases) assumed or incurred in connection with any such
      expenditures. For purposes of this definition, the purchase price of
      equipment that is purchased simultaneously with the trade-in of existing
      equipment or with insurance proceeds shall be included in Capital
      Expenditures only to the extent of the gross amount of such purchase price
      less the credit granted by the seller of such equipment for the equipment
      being traded in at such time or the amount of such proceeds, as the case
      may be.

            "CAPITALIZED LEASES" means all leases that have been or should be,
      in accordance with GAAP, recorded as capitalized leases.

            "CASH EQUIVALENTS" means any of the following, to the extent owned
      by the Borrower or any of its Subsidiaries free and clear of all Liens
      other than Liens created under the Collateral Documents and having a
      maturity of not greater than 180 days from the date of issuance thereof:
      (a) readily marketable direct obligations of the Government of the United
      States or any agency or instrumentality thereof or obligations
      unconditionally guaranteed by the full faith and credit of the Government
      of the United States, (b) insured certificates of deposit of or time
      deposits with any commercial bank that is a Lender Party or a member of
      the Federal Reserve System, issues (or the parent of which issues)
      commercial paper rated as described in clause (c) below, is organized
      under the laws of the United States or any State thereof and has combined
      capital and surplus of at least $1 billion, (c) commercial paper in an
      aggregate amount of no more than $5,000,000 per issuer outstanding at any
      time, issued by any corporation organized under the laws of any State of
      the United States and rated at least "Prime-1" (or the then equivalent
      grade) by Moody's Investors Service, Inc. ("MOODY'S") or "A-1" (or the
      then equivalent grade) by Standard & Poor's, a division of The McGraw-Hill
      Companies, Inc. ("S&P") or (d) Investments, classified in accordance with
      GAAP as Current Assets of the Borrower or any of its Subsidiaries, in
      money market investment programs registered under the Investment Company
      Act of 1940, as amended, which are administered by financial institutions
      that have the highest rating obtainable from either Moody's or S&P, and
      the portfolios of which are limited solely to Investments of the
      character, quality and maturity described in clauses (a), (b) and (c) of
      this definition.

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

            "CERCLIS" means the Comprehensive Environmental Response,
      Compensation and Liability Information System maintained by the U.S.
      Environmental Protection Agency.

            "CFC" means a controlled foreign corporation as defined in Section
      957(a) of the Internal Revenue Code.

            "CHANGE OF CONTROL" means the occurrence of any of the following:
      (a) any Person or two or more Persons acting in concert shall have
      acquired beneficial ownership (within the meaning of Rule 13d-3 of the
      Securities and Exchange Commission under the Securities and Exchange Act
      of 1934) directly or indirectly, of Voting Interests of the Borrower (or
      other securities convertible into such Voting Interests) representing 30%
      or more of the combined voting power of all Voting Interests of the
      Borrower; or (b) during any period of up to 24 consecutive months,
      commencing after the date hereof, individuals who at the beginning of such
      24-month period were directors (or directors who were nominated or
      approved by such directors)

<PAGE>

      of the Borrower shall cease for any reason to constitute a majority of the
      board of directors of the Borrower; (c) any Person or two or more Persons
      acting in concert shall have acquired by contract (other than customary
      employment contracts for seniors officers) or otherwise, or shall have
      entered into a contract or arrangement that, upon consummation, will
      result in its or their acquisition of the power to exercise, directly or
      indirectly, a controlling influence over the management policies of the
      Borrower; or (d) any "Change of Control" or similar occurrence as defined
      in the Senior Subordinated Notes (so long as any Obligations are
      outstanding under the Senior Subordinated Notes), the Senior Notes (so
      long as any Obligations are outstanding under the Senior Notes) or in any
      other instrument relating to Material Debt.

            "CHIEF FINANCIAL OFFICER" means the officer of the Borrower or other
      Loan Parties holding such title, such holder as of the date hereof being
      Mr. Robert D. George.

            "CO-ARRANGER" has the meaning specified in the Preliminary
      Statements to this Agreement.

            "COLLATERAL" means all "Collateral" referred to in the Collateral
      Documents and all other property that is or is intended to be subject to
      any Lien in favor of the Collateral Agent for the benefit of the Secured
      Parties.

            "COLLATERAL AGENT" has the meaning specified in the Preliminary
      Statements to this Agreement.

            "COLLATERAL DOCUMENTS" means the Security Agreement, the
      Intellectual Property Security Agreement, the U.K. Security Documents,
      each of the collateral documents, instruments and agreements delivered
      pursuant to Section 5.01(j) or (k), and each other agreement that creates
      or purports to create a Lien in favor of the Collateral Agent for the
      benefit of the Secured Parties.

            "COMMITMENT" means a Revolving Credit Commitment, a Swing Line
      Commitment or a Letter of Credit Commitment.

            "CONFIDENTIAL INFORMATION" means information that any Loan Party
      furnishes to any Agent or any Lender Party in a writing designated as
      confidential, but does not include any such information that is or becomes
      generally available to the public or that is or becomes available to such
      Agent or such Lender Party from a source other than the Loan Parties.

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

            "CONSOLIDATED INTEREST EXPENSE" means, for any period, all interest
      expense (including amortization of debt discount and premium and the
      interest component under Capitalized Leases) for such period of the
      Borrower and its Subsidiaries on a Consolidated basis.

            "CONSOLIDATED NET INCOME" and "CONSOLIDATED NET LOSS" means,
      respectively, for any period, the aggregate net income or loss from
      continuing operations of the Borrower and its Subsidiaries on a
      Consolidated basis.

            "CONTINGENT OBLIGATION" means, with respect to any Person, any
      Obligation or arrangement of such Person to guarantee or intended to
      guarantee any Debt, leases, dividends or other payment Obligations
      ("PRIMARY OBLIGATIONS") of any other Person (the "PRIMARY OBLIGOR") in any
      manner, whether directly or indirectly, including, without limitation, (a)
      the direct or indirect guarantee, endorsement (other than for collection
      or deposit in the ordinary course of

<PAGE>

      business), co-making, discounting with recourse or sale with recourse by
      such Person of the Obligation of a primary obligor, (b) the Obligation to
      make take-or-pay or similar payments, if required, regardless of
      nonperformance by any other party or parties to an agreement or (c) any
      Obligation of such Person, whether or not contingent, (i) to purchase any
      such primary obligation or any property constituting direct or indirect
      security therefor, (ii) to advance or supply funds (A) for the purchase or
      payment of any such primary obligation or (B) to maintain working capital
      or equity capital of the primary obligor or otherwise to maintain the net
      worth or solvency of the primary obligor, (iii) to purchase property,
      assets, securities or services primarily for the purpose of assuring the
      owner of any such primary obligation of the ability of the primary obligor
      to make payment of such primary obligation or (iv) otherwise to assure or
      hold harmless the holder of any primary obligation against loss in respect
      thereof. The amount of any Contingent Obligation shall be deemed to be an
      amount equal to the stated or determinable amount of the primary
      obligation in respect of which such Contingent Obligation is made (or, if
      less, the maximum amount of such primary obligation for which such Person
      may be liable pursuant to the terms of the instrument evidencing such
      Contingent Obligation) or, if not stated or determinable, the maximum
      reasonably anticipated liability in respect thereof (assuming such Person
      is required to perform thereunder), as determined by such Person in good
      faith.

            "CONVERSION", "CONVERT" and "CONVERTED" each refer to a conversion
      of Advances of one Type into Advances of the other Type pursuant to
      Section 2.09 or 2.10.

            "CURRENT ASSETS" of any Person means all assets of such Person that
      would, in accordance with GAAP, be classified as current assets of a
      company conducting a business the same as or similar to that of such
      Person.

            "DEBT" of any Person means, without duplication for purposes of
      calculating financial ratios, (a) all indebtedness of such Person for
      borrowed money, (b) all Obligations of such Person for the deferred
      purchase price of property or services (other than trade payables not
      overdue by more than 60 days incurred in the ordinary course of such
      Person's business), (c) all Obligations of such Person evidenced by notes,
      bonds, debentures or other similar instruments, (d) all Obligations of
      such Person created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person (even
      though the rights and remedies of the seller or lender under such
      agreement in the event of default are limited to repossession or sale of
      such property), (e) all Obligations of such Person as lessee under
      Capitalized Leases, (f) all Obligations of such Person under acceptances,
      letters of credit or other similar arrangements or credit support
      facilities, (g) all Obligations of such Person to purchase, redeem,
      retire, defease or otherwise make any payment in respect of any Equity
      Interests in such Person or any other Person or any warrants, rights or
      options to acquire such Equity Interests, valued, in the case of
      Redeemable Preferred Interests, at the greater of its voluntary or
      involuntary liquidation preference plus accrued and unpaid dividends, (h)
      all Obligations of such Person in respect of Hedge Agreements, valued at
      the Agreement Value thereof, (i) all Contingent Obligations and
      Off-Balance Sheet Obligations of such Person and (j) all indebtedness and
      other payment Obligations referred to in clauses (a) through (i) above of
      another Person secured by (or for which the holder of such Debt has an
      existing right, contingent or otherwise, to be secured by) any Lien on
      property (including, without limitation, accounts and contract rights)
      owned by such Person, even though such Person has not assumed or become
      liable for the payment of such indebtedness or other payment Obligations.

            "DEBT FOR BORROWED MONEY" of any Person means, at any date of
      determination, all items that, in accordance with GAAP, would be
      classified as indebtedness on a Consolidated balance sheet of such Person
      and all Off-Balance Sheet Obligations of such Person at such date.

<PAGE>

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

            "DEFAULT INTEREST" has the meaning set forth in Section 2.07(b).

            "DEFAULTING LENDER" has the meaning set forth in Section 2.16.

            "DEPOSIT ACCOUNT" has the meaning specified in the Security
      Agreement.

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

            "DOMESTIC SUBSIDIARY" means any Subsidiary organized under the laws
      of any state of the United States of America.

            "EBITDA" means, for any period, (a) Consolidated Net Income or
      Consolidated Net Loss, as the case may be, for such period plus (b) the
      sum of (i) interest expense, (ii) income tax expense, (iii) depreciation
      expense, (iv) amortization expense and (v) non cash items, in each case,
      which were deducted in determining Consolidated Net Income or Consolidated
      Net Loss, as the case may be, of the Borrower and its Subsidiaries on a
      Consolidated basis for such period.

            "EFFECTIVE DATE" means the first date on which the conditions set
      forth in Article III shall have been satisfied.

            "ELIGIBLE ASSIGNEE" means (a) a Lender; (b) an Affiliate of a
      Lender; (c) an Approved Fund; (d) a commercial bank organized under the
      laws of the United States, or any State thereof, and having total assets
      in excess of $5 billion, (e) a finance company, insurance company or other
      financial institution or fund (whether a corporation, partnership, trust
      or other entity) that is engaged in making, purchasing or otherwise
      investing in commercial loans in the ordinary course of its business and
      having total assets in excess of $300,000,000 and (f) any other Person
      (other than a natural person) approved by (i) the Bookrunner/Co-Arranger
      and the Administrative Agent, (ii) in the case of any assignment of a
      Revolving Credit Commitment, the Issuing Bank and the Swing Line Bank, in
      each case, with notice to the Bookrunner/Co-Arranger, Administrative Agent
      and the Borrower, and (iii) unless a Default has occurred and is
      continuing or if determined by the Bookrunner/Co-Arranger (after
      consultation with the Borrower) to be necessary to achieve a successful
      initial syndication of the Facilities, the Borrower (each such approval
      not to be unreasonably withheld or delayed); provided that notwithstanding
      the foregoing, "Eligible Assignee" shall not include the Borrower or any
      of the Borrower's Affiliates or Subsidiaries.

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

<PAGE>

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

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

            "EQUITY INTERESTS" means, with respect to any Person, shares of
      capital stock of (or other ownership or profit interests in) such Person,
      warrants, options or other rights for the purchase or other acquisition
      from such Person of shares of capital stock of (or other ownership or
      profit interests in) such Person, securities convertible into or
      exchangeable for shares of capital stock of (or other ownership or profit
      interests in) such Person or warrants, rights or options for the purchase
      or other acquisition from such Person of such shares (or such other
      interests), and other ownership or profit interests in such Person
      (including, without limitation, partnership, member or trust interests
      therein), whether voting or nonvoting, and whether or not such shares,
      warrants, options, rights or other interests are authorized or otherwise
      existing on any date of determination.

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

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

            "ERISA EVENT" means (a) unless the applicable 30-day notice
      requirement with respect to such event has been waived by the PBGC, (i)
      the occurrence of a reportable event, within the meaning of Section 4043
      of ERISA, with respect to any Plan or (ii) the requirements of Section
      4043(b) of ERISA apply with respect to a contributing sponsor, as defined
      in Section 4001(a)(13) of ERISA, of a Plan, and an event described in
      paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
      reasonably expected to occur with respect to such Plan within the
      following 30 days; (b) the application for a minimum funding waiver with
      respect to a Plan; (c) the provision by the administrator of any Plan of a
      notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of
      ERISA (including any such notice with respect to a plan amendment referred
      to in Section 4041(e) of ERISA); (d) the cessation of operations at a
      facility of any Loan Party or any ERISA Affiliate in the circumstances
      described in Section 4062(e) of ERISA; (e) the withdrawal by any Loan
      Party or any ERISA Affiliate from a Multiple Employer Plan during a plan
      year for which it was a substantial employer, as defined in Section
      4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under
      Section 302(f) of ERISA shall have been met with respect to any Plan; (g)
      the adoption of an amendment to a Plan requiring the provision of security
      to such Plan pursuant to Section 307 of ERISA; or (h) the institution by
      the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of
      ERISA, or the occurrence of any event or condition described in Section
      4042 of ERISA that constitutes grounds for the termination of, or the
      appointment of a trustee to administer, such Plan.

            "EUROCURRENCY LIABILITIES" has the meaning specified in Regulation D
      of the Board of Governors of the Federal Reserve System, as in effect from
      time to time.

            "EURODOLLAR LENDING OFFICE" means, with respect to any Lender Party,
      the office of such Lender Party specified as its "Eurodollar Lending
      Office" opposite its name on Schedule I hereto

<PAGE>

      or in the Assignment and Acceptance pursuant to which it became a Lender
      Party (or, if no such office is specified, its Domestic Lending Office),
      or such other office of such Lender Party as such Lender Party may from
      time to time specify to the Borrower and the Administrative Agent.

            "EURODOLLAR RATE" means, for any Interest Period for all Eurodollar
      Rate Advances comprising part of the same Borrowing, an interest rate per
      annum determined by the Administrative Agent to be equal to the rate per
      annum obtained by dividing (a) (i) the rate per annum (rounded upwards, if
      necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or
      any successor or substitution page) as the London interbank offered rate
      for deposits in U.S. dollars at 11:00 A.M. (London time) two Business Days
      before the first day of such Interest Period for a period equal to such
      Interest Period (provided that, if for any reason such rate is not
      available, the term "Eurodollar Rate" shall mean, for any Interest Period
      for all Eurodollar Rate Advances comprising part of the same Borrowing,
      the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of
      1%) appearing on Reuters Screen LIBO Page as the London interbank offered
      rate for deposits in Dollars at approximately 11:00 A.M. (London time) two
      Business Days prior to the first day of such Interest Period for a term
      comparable to such Interest Period; provided, however, if more than one
      rate is specified on Reuters Screen LIBO Page, the applicable rate shall
      be the arithmetic mean of all such rates), or (ii) if such rate is for any
      reason not available, the rate per annum equal to the rate at which the
      Administrative Agent or its designee is offered Dollar deposits at or
      about 11:00 A.M. (London time) two Business Days prior to the beginning of
      such Interest Period in the interbank eurodollar market for delivery on
      the first day of such Interest Period for the number of days comprised
      therein and in the amount requested to be outstanding, by (b) a percentage
      equal to 100% minus the Eurodollar Rate Reserve Percentage for such
      Interest Period.

            "EURODOLLAR RATE ADVANCE" means an Advance that bears interest as
      provided in Section 2.07(a)(ii).

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

            "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

            "EXISTING DEBT" means Debt of each Loan Party and its Subsidiaries
      outstanding immediately before the occurrence of the Effective Date.

            "FACILITY" means any of the Revolving Credit Facility, the Swing
      Line Facility or the Letter of Credit Facility.

            "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest
      rate per annum equal for each day during such period to the weighted
      average of the rates on overnight Federal funds transactions with members
      of the Federal Reserve System arranged by Federal funds brokers, as
      published for such day (or, if such day is not a Business Day, for the
      next preceding Business

<PAGE>

      Day) by the Federal Reserve Bank of New York, or, if such rate is not so
      published for any day that is a Business Day, the average of the
      quotations for such day for such transactions received by the
      Administrative Agent from three Federal funds brokers of recognized
      standing selected by it.

            "FEE LETTER" means the fee letter dated October __, 2005, among the
      Borrower, the Administrative Agent and the Bookrunner/Co-Arranger.

            "FISCAL QUARTER" means a fiscal quarter of a Fiscal Year.

            "FISCAL YEAR" means a fiscal year of the Borrower and its
      Consolidated Subsidiaries ending on the last Friday of October in any
      calendar year.

            "FOREIGN COLLATERAL" means the Equity Interests of all foreign
      Subsidiaries that are direct Subsidiaries of any Loan Party to the extent
      such Equity Interests constitute Collateral prior to the Amendment No. 3
      Effective Date.

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

            "GAAP" has the meaning specified in Section 1.03.

            "GOVERNMENTAL AUTHORITY" means any nation or government, any state,
      province, city, municipal entity or other political subdivision thereof,
      and any governmental, executive, legislative, judicial, administrative or
      regulatory agency, department, authority, instrumentality, commission,
      board, bureau or similar body, whether federal, state, provincial,
      territorial, local or foreign.

            "GOVERNMENTAL AUTHORIZATION" means any authorization, approval,
      consent, franchise, license, order, ruling, permit, certification,
      exemption, notice, declaration or similar right, undertaking or other
      action of, to or by, or any filing, qualification or registration with,
      any Governmental Authority.

            "HAZARDOUS MATERIALS" means (a) petroleum or petroleum products,
      by-products or breakdown products, radioactive materials,
      asbestos-containing materials, polychlorinated biphenyls and radon gas and
      (b) any other chemicals, materials or substances designated, classified or
      regulated as hazardous or toxic or as a pollutant or contaminant under any
      Environmental Law.

            "HEDGE AGREEMENTS" means interest rate swap, cap or collar
      agreements, interest rate future or option contracts, currency swap
      agreements, currency future or option contracts and other hedging
      agreements.

            "HEDGE BANK" means any Person in its capacity as a party to a
      Secured Hedge Agreement that was a Lender Party or an Affiliate of a
      Lender Party at the time such Hedge Agreement was entered into.

            "INCREASE IN COMMITMENT" has the meaning specified in Section 2.17.

            "INDEMNIFIED PARTY" has the meaning specified in Section 8.04(b).

<PAGE>

            "INITIAL EXTENSION OF CREDIT" means the earlier to occur of the
      initial Borrowing and the initial issuance of a Letter of Credit
      hereunder.

            "INITIAL LENDER PARTIES" and "INITIAL LENDERS" each has the meaning
      specified in the Preliminary Statements to this Agreement.

            "INSUFFICIENCY" means, with respect to any Plan, the amount, if any,
      by which its benefit liabilities, as defined in Section 4001(a)(16) of
      ERISA, determined using the actuarial assumptions used for funding
      purposes in the most recent actuarial report prepared for such Plan,
      exceeds the fair market value of such Plan's assets.

            "INTELLECTUAL PROPERTY SECURITY AGREEMENT" has the meaning specified
      in Section 3.01(a)(v).

            "INTEREST COVERAGE RATIO" means, for any Measurement Period, the
      ratio of (a) Pro Forma EBITDA for such Measurement period to (b)
      Consolidated Interest Expense for such Measurement Period.

            "INTEREST PERIOD" means, for each Eurodollar Rate Advance comprising
      part of the same Borrowing, the period commencing on the date of such
      Eurodollar Rate Advance or the date of the Conversion of any Base Rate
      Advance into such Eurodollar Rate Advance, and ending on the last day of
      the period selected by the Borrower pursuant to the provisions below and,
      thereafter, each subsequent period commencing on the last day of the
      immediately preceding Interest Period and ending on the last day of the
      period selected by the Borrower pursuant to the provisions below. The
      duration of each such Interest Period shall be one, two, three or six
      months, as the Borrower may, upon notice received by the Administrative
      Agent not later than 2:00 P.M. (New York City time) on the third Business
      Day prior to the first day of such Interest Period, select; provided,
      however, that:

                  (a) the Borrower may not select any Interest Period with
            respect to any Eurodollar Rate Advance that ends after the
            Termination Date;

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

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

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

            "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
      amended from time to time (including any successor law).

<PAGE>

            "INVENTORY" means all Inventory referred to in Section 1(b) of the
      Security Agreement.

            "INVESTMENT" in any Person means any loan or advance to such Person,
      any purchase or other acquisition of any Equity Interests or Debt or the
      assets comprising a division or business unit or a substantial part or all
      of the business of such Person, any capital contribution to such Person or
      any other direct or indirect investment in such Person, including, without
      limitation, any acquisition by way of a merger or consolidation (or
      similar transaction) and any arrangement pursuant to which the investor
      incurs Debt of the types referred to in clause (i) or (j) of the
      definition of "DEBT" in respect of such Person.

            "ISSUING BANK" means the Issuing Bank referred to in the Preliminary
      Statements to this Agreement and any Eligible Assignees to which the
      Letter of Credit Commitment hereunder has been assigned pursuant to
      Section 8.07 so long as each such Eligible Assignee expressly agrees to
      perform in accordance with their terms all of the obligations that by the
      terms of this Agreement are required to be performed by it as the Issuing
      Bank and notifies the Administrative Agent of its Applicable Lending
      Office and the amount of its Letter of Credit Commitment (which
      information shall be recorded by the Administrative Agent in the
      Register), for so long as the Issuing Bank or Eligible Assignee, as the
      case may be, shall have a Letter of Credit Commitment.

            "L/C DISBURSEMENT" shall mean a payment or disbursement made by the
      Issuing Bank pursuant to a Letter of Credit.

            "L/C RELATED DOCUMENTS" has the meaning specified in Section
      2.04(c)(ii).

            "LENDER PARTY" means the Initial Lender Parties and any other Person
      that becomes a Lender, the Issuing Bank or the Swing Line Bank.

            "LENDERS" means the Initial Lenders and each Person that shall
      become a Lender hereunder pursuant to Section 8.07 for so long as such
      Initial Lender or Person, as the case may be, shall be a party to this
      Agreement.

            "LETTER OF CREDIT ADVANCE" means an advance made by the Issuing Bank
      or any Revolving Credit Lender pursuant to Section 2.03(d).

            "LETTER OF CREDIT AGREEMENT" has the meaning specified in Section
      2.03(a).

            "LETTER OF CREDIT COMMITMENT" means, with respect to the Issuing
      Bank at any time, the amount set forth opposite the Issuing Bank's name on
      Schedule I hereto under the caption "Letter of Credit Commitment" or, if
      the Issuing Bank has entered into an Assignment and Acceptance, set forth
      for the Issuing Bank in the Register maintained by the Administrative
      Agent pursuant to Section 8.07(d) as the Issuing Bank's "Letter of Credit
      Commitment", as such amount may be reduced at or prior to such time
      pursuant to Section 2.05.

            "LETTER OF CREDIT FACILITY" means, at any time, an amount equal to
      the amount of the Issuing Bank's Letter of Credit Commitment at such time,
      as such amount may be reduced at or prior to such time pursuant to Section
      2.05.

            "LETTERS OF CREDIT" has the meaning specified in Section 2.01(c).

            "LEVERAGE RATIO" means, at any date of determination, the ratio of
      (a) (i) Consolidated total Debt for Borrowed Money at such date plus (ii)
      the face amount of all outstanding Letters of

<PAGE>

      Credit (other than (1) trade Letters of Credit, (2) performance based
      Letters of Credit and (3) Letters of Credit which are cash collateralized)
      at such date less (A) if Advances under the Revolving Credit Facility in
      an aggregate principal amount of $10,000,000 or less are outstanding, cash
      and Cash Equivalents on hand or (B) if Advances under the Revolving Credit
      Facility in an aggregate principal amount greater than $10,000,000 are
      outstanding, cash and Cash Equivalents on hand in an amount not to exceed
      $5,000,000, in each case of the Borrower and its Subsidiaries to (b) Pro
      Forma EBITDA for the most recently completed Measurement Period.

            "LIEN" means any lien, security interest or other charge or
      encumbrance of any kind, or any other type of preferential arrangement,
      including, without limitation, the lien or retained security title of a
      conditional vendor and any easement, right of way or other encumbrance on
      title to real property.

            "LOAN DOCUMENTS" means (a) this Agreement, (b) the Notes, (c) the
      Subsidiary Guaranty, (d) the Collateral Documents, (e) the Fee Letter, (f)
      each Letter of Credit Agreement and (g) each Secured Hedge Agreement, in
      each case as amended.

            "LOAN PARTIES" means the Borrower and the Subsidiary Guarantors.

            "MARGIN STOCK" has the meaning specified in Regulation U.

            "MATERIAL ADVERSE CHANGE" means any material adverse change in the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of the Borrower and its Subsidiaries, taken as a
      whole.

            "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of the Borrower and its Subsidiaries, taken as a
      whole, (b) the rights and remedies of any Agent or any Lender Party under
      any Loan Document or (c) the ability of any Loan Party to perform its
      Obligations under any Loan Document to which it is or is to be a party.

            "MATERIAL CONTRACT" means, with respect to the Borrower or its
      Subsidiaries, each contract to which such Person is a party involving
      aggregate consideration payable to or by such Person in excess of 10% of
      Consolidated revenues in any year of the Borrower and its Subsidiaries,
      taken as a whole, or otherwise material to the business, condition
      (financial or otherwise), operations, performance, properties or prospects
      of the Borrower and its Subsidiaries, taken as a whole.

            "MATERIAL DEBT" means Debt for Borrowed Money in an aggregate
      principal amount in excess of $25,000,000.

            "MEASUREMENT PERIOD" means, at any date of determination, the most
      recently completed four consecutive Fiscal Quarters of the Borrower ending
      on or prior to such date; provided, that for any Fiscal Quarter commenced
      prior to the Initial Extension of Credit, the amount of any item included
      in the calculation of a financial ratio or financial covenant, during any
      such Fiscal Quarter shall be as set forth on Schedule II hereto.

            "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
      Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
      Affiliate is making or accruing an obligation to
<PAGE>

      make contributions, or has within any of the preceding five plan years
      made or accrued an obligation to make contributions.

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

            "NOTE" means a Swing Line Note or a Revolving Credit Note.

            "NOTE PURCHASE AGREEMENT" means the note purchase agreement among
      the Borrower, certain of its Subsidiaries and the initial purchasers party
      thereto dated as of November 1, 1998, pursuant to which the Senior Notes
      were issued, as amended or otherwise modified to the extent permitted
      under Section 5.02(j).

            "NOTICE OF BORROWING" has the meaning specified in Section 2.02(a).

            "NOTICE OF ISSUANCE" has the meaning specified in Section 2.03(a).

            "NOTICE OF RENEWAL" has the meaning specified in Section 2.01(c).

            "NOTICE OF SWING LINE BORROWING" has the meaning specified in
      Section 2.02(b).

            "NOTICE OF TERMINATION" has the meaning specified in Section
      2.01(c).

            "NPL" means the National Priorities List under CERCLA.

            "OBLIGATION" means, with respect to any Person, any payment,
      performance or other obligation of such Person of any kind, including,
      without limitation, any liability of such Person on any claim, whether or
      not the right of any creditor to payment in respect of such claim is
      reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
      disputed, undisputed, legal, equitable, secured or unsecured, and whether
      or not such claim is discharged, stayed or otherwise affected by any
      proceeding referred to in Section 6.01(f). Without limiting the generality
      of the foregoing, the Obligations of any Loan Party under the Loan
      Documents include (a) the obligation to pay principal, interest, Letter of
      Credit commissions, charges, expenses, fees, attorneys' fees and
      disbursements, indemnities and other amounts payable by such Loan Party
      under any Loan Document and (b) the obligation of such Loan Party to
      reimburse any amount in respect of any of the foregoing that any Lender
      Party, in its sole discretion, may elect to pay or advance on behalf of
      such Loan Party.

            "OFF BALANCE SHEET OBLIGATION" means, with respect to any Person,
      any Obligation of such Person under a synthetic lease, tax retention
      operating lease, off-balance sheet loan or similar off-balance sheet
      financing classified as an operating lease in accordance with GAAP, if
      such Obligations would give rise to a claim against such Person in a
      proceeding referred to in Section 6.01(f).

            "OPEN YEAR" has the meaning specified in Section 4.01(q)(iii).

            "OTHER TAXES" has the meaning specified in Section 2.12(b).

<PAGE>

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

            "PERMITTED LIENS" means such of the following as to which no
      enforcement, collection, execution, levy or foreclosure proceeding shall
      have been commenced: (a) Liens for taxes, assessments and governmental
      charges or levies to the extent not required to be paid under Section
      5.01(b); (b) Liens imposed by law, such as materialmen's, mechanics',
      carriers', workmen's and repairmen's Liens and other similar Liens arising
      in the ordinary course of business securing obligations that (i) are not
      overdue for a period of more than 30 days and (ii) individually or
      together with all other Permitted Liens outstanding on any date of
      determination do not materially adversely affect the use of the property
      to which they relate; (c) pledges or deposits (i) to secure obligations
      under workers' compensation laws or similar legislation or to secure
      letters of credit supporting such obligations or (ii) to secure public or
      statutory obligations; (d) easements, rights of way and other encumbrances
      on title to real property that do not render title to the property
      encumbered thereby unmarketable or materially adversely affect the use of
      such property for its present purposes; and (e) Liens of a collection bank
      in the ordinary course of business under Section 4-208 of the Uniform
      Commercial Code in effect in any relevant jurisdiction.

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

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

            "PLEDGED DEBT" has the meaning specified in the Security Agreement.

            "PREFERRED INTERESTS" means, with respect to any Person, Equity
      Interests issued by such Person that are entitled to a preference or
      priority over any other Equity Interests issued by such Person upon any
      distribution of such Person's property and assets, whether by dividend or
      upon liquidation.

            "PRO FORMA EBITDA" means, for any period, Consolidated EBITDA
      adjusted to give effect to the Acquisition or any other acquisition
      consummated by the Borrower or any of its Subsidiaries in accordance with
      this Agreement as if it had occurred on the first day of such period.

            "PRO RATA SHARE" of any amount means, with respect to any Revolving
      Credit Lender at any time, the product of such amount times a fraction the
      numerator of which is the amount of such Lender's Revolving Credit
      Commitment at such time (or, if the Commitments shall have been terminated
      pursuant to Section 2.05 or 6.01, such Lender's Revolving Credit
      Commitment as in effect immediately prior to such termination) and the
      denominator of which is the Revolving Credit Facility at such time (or, if
      the Commitments shall have been terminated pursuant to Section 2.05 or
      6.01, the Revolving Credit Facility as in effect immediately prior to such
      termination).

            "RECEIVABLES" means all Receivables referred to in Section 1(c) of
      the Security Agreement.

            "REDEEMABLE" means, with respect to any Equity Interest, any Debt or
      any other right or Obligation, any such Equity Interest, Debt, right or
      Obligation that (a) the issuer has undertaken to redeem at a fixed or
      determinable date or dates, whether by operation of a sinking fund or

<PAGE>

      otherwise, or upon the occurrence of a condition not solely within the
      control of the issuer or (b) is redeemable at the option of the holder.

            "REGISTER" has the meaning specified in Section 8.07(d).

            "REGULATION U" means Regulation U of the Board of Governors of the
      Federal Reserve System, as in effect from time to time.

            "REQUIRED LENDERS" means, at any time, Lenders owed or holding at
      least a majority in interest of the sum of (a) the aggregate principal
      amount of the Advances outstanding at such time, (b) the aggregate
      Available Amount of all Letters of Credit outstanding at such time and (c)
      the aggregate Unused Revolving Credit Commitments at such time. For
      purposes of this definition, the aggregate principal amount of Swing Line
      Advances owing to the Swing Line Bank and of Letter of Credit Advances
      owing to the Issuing Bank and the Available Amount of each Letter of
      Credit shall be considered to be owed to the Revolving Credit Lenders
      ratably in accordance with their respective Revolving Credit Commitments.

            "RESPONSIBLE OFFICER" means any officer of any Loan Party or any of
      its Subsidiaries.

            "RESTRICTED PAYMENT" has the meaning specified in Section 5.02(g).

            "REVOLVING CREDIT ADVANCE" has the meaning specified in Section
      2.01(a).

            "REVOLVING CREDIT BORROWING" means a borrowing consisting of
      simultaneous Revolving Credit Advances of the same Type made by the
      Revolving Credit Lenders.

            "REVOLVING CREDIT COMMITMENT" means, with respect to any Revolving
      Credit Lender at any time, the amount set forth opposite such Lender's
      name on Schedule I hereto under the caption "Revolving Credit Commitment"
      or, if such Lender has entered into one or more Assignment and
      Acceptances, set forth for such Lender in the Register maintained by the
      Administrative Agent pursuant to Section 8.07(d) as such Lender's
      "Revolving Credit Commitment", as such amount may be reduced at or prior
      to such time pursuant to Section 2.05 or increased at or prior to such
      time pursuant to Section 2.17.

            "REVOLVING CREDIT FACILITY" means, at any time, the aggregate amount
      of the Revolving Credit Lenders' Revolving Credit Commitments at such
      time.

            "REVOLVING CREDIT LENDER" means any Lender that has a Revolving
      Credit Commitment.

            "REVOLVING CREDIT NOTE" means a promissory note of the Borrower
      payable to the order of any Revolving Credit Lender, in substantially the
      form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of the
      Borrower to such Lender resulting from the Revolving Credit Advances,
      Letter of Credit Advances and Swing Line Advances made by such Lender, as
      amended, endorsed or replaced.

            "SECURED HEDGE AGREEMENT" means any Hedge Agreement required or
      permitted under Article V that is entered into by and between any Loan
      Party and any Hedge Bank and that is secured by the Collateral Documents.

            "SECURED OBLIGATIONS" has the meaning specified in Section 2 of the
      Security Agreement.

<PAGE>

            "SECURED PARTIES" means the Agents, the Lender Parties and the Hedge
      Banks.

            "SECURITY AGREEMENT" has the meaning specified in Section
      3.01(a)(iii).

            "SELLERS" means, collectively, Roxboro Overseas Limited, a private
      limited company organized under the laws of England and Wales, Roxboro
      Holdings, Inc., a Delaware corporation, Weston Group Limited, a private
      limited company organized under the laws of England and Wales, and The
      Roxboro Group plc, a private limited company organized under the laws of
      England and Wales.

            "SENIOR NOTES" means the senior notes of the Borrower in an
      aggregate principal amount of $100,000,000, issued pursuant to the Note
      Purchase Agreement.

            "SENIOR SUBORDINATED INDENTURE" means the Indenture dated as of June
      11, 2003, among Esterline Technologies Corporation, as issuer, the
      subsidiary guarantors party thereto, and The Bank of New York, as trustee,
      pursuant to which the Senior Subordinated Notes shall have been issued, as
      amended or otherwise modified to the extent permitted under Section
      5.02(j).

            "SENIOR SUBORDINATED NOTES" means the senior subordinated notes of
      the Borrower in an aggregate principal amount of $175,000,000 to be issued
      pursuant to the Senior Subordinated Indenture.

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

            "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
      particular date, that on such date (a) the fair value of the property of
      such Person is greater than the total amount of liabilities, including,
      without limitation, contingent liabilities, of such Person, (b) the
      present fair saleable value of the assets of such Person is not less than
      the amount that will be required to pay the probable liability of such
      Person on its debts as they become absolute and matured, (c) such Person
      does not intend to, and does not believe that it will, incur debts or
      liabilities beyond such Person's ability to pay such debts and liabilities
      as they mature and (d) such Person is not engaged in business or a
      transaction, and is not about to engage in business or a transaction, for
      which such Person's property would constitute an unreasonably small
      capital. The amount of contingent liabilities at any time shall be
      computed as the amount that, in the light of all the facts and
      circumstances existing at such time, represents the amount that can
      reasonably be expected to become an actual or matured liability.

            "SUBORDINATED DEBT" means any Debt of the Borrower or any of its
      Subsidiaries which by its terms is subordinated in right of payment to the
      prior payment of the Obligations of the Borrower under or in respect of
      the Loan Documents and contains subordination and other terms reasonably
      acceptable to the Administrative Agent.

            "SUBSIDIARY" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      more than 50% of (a) the issued and outstanding capital stock having
      ordinary voting power to elect a majority of the Board of Directors of
      such corporation (irrespective of whether at the time capital stock of any
      other class or classes of such corporation shall or might have voting
      power upon the occurrence of any

<PAGE>

      contingency), (b) the interest in the capital or profits of such
      partnership, joint venture or limited liability company or (c) the
      beneficial interest in such trust or estate is at the time directly or
      indirectly owned or controlled by such Person, by such Person and one or
      more of its other Subsidiaries or by one or more of such Person's other
      Subsidiaries.

            "SUBSIDIARY GUARANTORS" mean the Subsidiaries of the Borrower listed
      on Schedule III hereto and each other Subsidiary of the Borrower that
      shall be required to execute and deliver a guaranty pursuant to Section
      5.01(j) or (k).

            "SUBSIDIARY GUARANTY" has the meaning specified in Section
      3.01(a)(iv), together with each other guaranty and guaranty supplement
      delivered pursuant to Section 5.01(j) or (k), in each case as amended.

            "SURVIVING DEBT" means Debt of each Loan Party and its Subsidiaries
      outstanding immediately before and after giving effect to the occurrence
      of the Effective Date and described in Schedule 4.01(t) attached hereto.

            "SWING LINE ADVANCE" means an advance made by (a) the Swing Line
      Bank pursuant to Section 2.01(d) or (b) any Revolving Credit Lender
      pursuant to Section 2.02(b).

            "SWING LINE BANK" means the Swing Line Bank referred to in the
      Preliminary Statements to this Agreement and any Eligible Assignees to
      which the Swing Line Commitment hereunder has been assigned pursuant to
      Section 8.07 so long as such Eligible Assignee expressly agrees to perform
      in accordance with their terms all obligations that by the terms of this
      Agreement are required to be performed by it as a Swing Line Bank and
      notifies the Administrative Agent of its Applicable Lending Office and the
      amount of its Swing Line Commitment (which information shall be recorded
      by the Administrative Agent in the Register), for so long as such Swing
      Line Bank or Eligible Assignee, as the case may be, shall have a Swing
      Line Commitment.

            "SWING LINE BORROWING" means a borrowing consisting of a Swing Line
      Advance made by the Swing Line Bank pursuant to Section 2.01(b) or the
      Revolving Credit Lenders pursuant to Section 2.02(b).

            "SWING LINE COMMITMENT" means, with respect to the Swing Line Bank
      at any time, the amount set forth opposite the Swing Line Bank's name on
      Schedule I hereto under the caption "Swing Line Commitment" or, if the
      Swing Line Bank has entered into an Assignment and Acceptances, set forth
      for the Swing Line Bank in the Register maintained by the Administrative
      Agent pursuant to Section 8.07(d) as the Swing Line Bank's "Swing Line
      Commitment", as such amount may be reduced at or prior to such time
      pursuant to Section 2.05.

            "SWING LINE FACILITY" has the meaning specified in Section 2.01(b).

            "SWING LINE NOTE" means a promissory note of the Borrower payable to
      the order of the Swing Line Bank and any other Lender that has made Swing
      Line Advances, in substantially the form of Exhibit A-2 hereto, evidencing
      the indebtedness of the Borrower to such Lender resulting from Swing Line
      Advances made by such Lender, as amended, endorsed or replaced.

            "TAXES" has the meaning specified in Section 2.12(a).

<PAGE>

            "TAX RETURNS" means all returns, reports, statements, declarations
      and schedules required to be filed with a governmental or taxing authority
      with respect to any taxes.

            "TERMINATION DATE" means the earlier of (a) the date of termination
      in whole of the Revolving Credit Commitments, the Letter of Credit
      Commitment and the Swing Line Commitment pursuant to Section 2.05 or 6.01
      and (b) November 14, 2010.

            "TREASURER" means the officer of certain of the Loan Parties holding
      such title, such holder as of the date hereof being Mr. Robert D. George.

            "TREASURY REGULATIONS" means Treasury regulations promulgated under
      the Internal Revenue Code.

            "TYPE" refers to the distinction between Advances bearing interest
      at the Base Rate and Advances bearing interest at the Eurodollar Rate.

            "U.K. SECURITY DOCUMENTS" means each of the charge over shares
      between Advanced Input Devices, Inc. and the Collateral Agent and the
      charge over shares between Kirkhill-TA Co. and the Collateral Agent each
      dated on or about the date hereof.

            "UNUSED REVOLVING CREDIT COMMITMENT" means, with respect to any
      Revolving Credit Lender at any time, an amount equal to (a) such Lender's
      Revolving Credit Commitment at such time minus (b) the sum of (i) the
      aggregate principal amount of all Revolving Credit Advances, Swing Line
      Advances and Letter of Credit Advances made by such Lender (in its
      capacity as a Lender) and outstanding at such time plus (ii) such Lender's
      Pro Rata Share of (A) the aggregate Available Amount of all Letters of
      Credit outstanding at such time, (B) the aggregate principal amount of all
      Letter of Credit Advances made by the Issuing Bank pursuant to Section
      2.03(c) and outstanding at such time and (C) the aggregate principal
      amount of all Swing Line Advances made by the Swing Line Bank pursuant to
      Section 2.01(d) and outstanding at such time.

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

            "WACHOVIA" has the meaning specified in the Preliminary Statements
      to this Agreement.

            "WITHDRAWAL LIABILITY" has the meaning specified in Part 1 of
      Subtitle E of Title IV of ERISA.

      SECTION 1.02. Computation of Time Periods; Other Definitional Provisions.
In this Agreement and the other Loan Documents in the computation of periods of
time from a specified date to a later specified date, the word "FROM" means
"from and including" and the words "TO" and "UNTIL" each mean "to but
excluding". References in the Loan Documents to any agreement or contract "AS
AMENDED" shall mean and be a reference to such agreement or contract as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with its terms. References in the Loan Documents to the term "date
hereof" shall mean June 11, 2003 unless otherwise specified.

<PAGE>

      SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those in effect as of the Amendment No. 3
Effective Date ("GAAP").

      SECTION 1.04. Currency Equivalents Generally. Any amount specified in this
Agreement (other than in Articles II, VII and IX) or any of the other Loan
Documents to be in U.S. dollars shall also include the equivalent of such amount
in any currency other than U.S. dollars, such equivalent amount to be determined
at the rate of exchange quoted by Wachovia in New York, New York at the close of
business on the Business Day immediately preceding any date of determination
thereof, to prime banks in New York, New York for the spot purchase in the New
York foreign exchange market of such amount in U.S. dollars with such other
currency.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES
                            AND THE LETTERS OF CREDIT

      SECTION 2.01. The Advances and the Letters of Credit. (a) The Revolving
Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and
conditions hereinafter set forth, to make advances (each, a "REVOLVING CREDIT
ADVANCE") to the Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in respect of the
Revolving Credit Facility in an amount for each such Advance not to exceed such
Lender's Unused Revolving Credit Commitment at such time. Each Revolving Credit
Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple
of $1,000,000 in excess thereof (other than a Borrowing the proceeds of which
shall be used solely to repay or prepay in full outstanding Swing Line Advances
or outstanding Letter of Credit Advances) and shall consist of Revolving Credit
Advances made simultaneously by the Revolving Credit Lenders ratably according
to their Revolving Credit Commitments. Within the limits of each Revolving
Credit Lender's Unused Revolving Credit Commitment in effect from time to time,
the Borrower may borrow under this Section 2.01(a), prepay pursuant to Section
2.06(a) and reborrow under this Section 2.01(a).

            (b) The Swing Line Advances. The Swing Line Bank agrees, on the
terms and conditions hereinafter set forth, to make Swing Line Advances to the
Borrower from time to time on any Business Day during the period from the
Effective Date until the Termination Date in respect of the Revolving Credit
Facility (i) in an aggregate amount not to exceed at any time outstanding the
Swing Line Commitment (the "SWING LINE FACILITY") and (ii) in an amount for each
such Swing Line Borrowing not to exceed the aggregate of the Unused Revolving
Credit Commitments of the Revolving Credit Lenders at such time. No Swing Line
Advance shall be used for the purpose of funding the payment of principal of any
other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of
$100,000 or an integral multiple of $25,000 in excess thereof and shall be made
as a Base Rate Advance. Within the limits of the Swing Line Facility and within
the limits referred to in clause (ii) above, the Borrower may borrow under this
Section 2.01(b), repay pursuant to Section 2.04(d) or prepay pursuant to Section
2.06(a) and reborrow under this Section 2.01(b).

            (c) The Letters of Credit. The Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue (or cause any of its Affiliates that
constitute a commercial bank to issue on its behalf) letters of credit (the
"LETTERS OF CREDIT") in U.S. Dollars for the account of the Borrower from time
to time on any Business Day during the period from the Effective Date until one
year after the Termination Date in respect of the Revolving Credit Facility
(provided that any Letter of Credit maturing later than five Business days prior
to the Termination Date shall be cash-collateralized in an amount equal

<PAGE>

to 110% of the face amount of such Letter of Credit no later than five Business
Days prior to the Termination Date) in an aggregate Available Amount (i) for all
Letters of Credit not to exceed at any time the lesser of (x) the Letter of
Credit Facility at such time and (y) the Issuing Bank's Letter of Credit
Commitment at such time and (ii) for each such Letter of Credit not to exceed
the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such
time. No Letter of Credit shall have an expiration date (including all rights of
the Borrower or the beneficiary to require renewal) later than 30 days before
the Termination Date in respect of the Revolving Credit Facility, but may by its
terms be renewable annually upon written notice (a "NOTICE OF RENEWAL") given to
the Issuing Bank that issued such Letter of Credit and the Administrative Agent
on or prior to any date for notice of renewal set forth in such Letter of Credit
but in any event at least three Business Days prior to the date of the proposed
renewal of such Letter of Credit and upon fulfillment of the applicable
conditions set forth in Article III unless the Issuing Bank has notified the
Borrower (with a copy to the Administrative Agent) on or prior to the date for
notice of termination set forth in such Letter of Credit but in any event at
least 30 Business Days prior to the date of automatic renewal of its election
not to renew such Letter of Credit (a "NOTICE OF TERMINATION"); provided that
the terms of each Letter of Credit that is automatically renewable annually
shall (x) require the Issuing Bank that issued such Letter of Credit to give the
beneficiary named in such Letter of Credit notice of any Notice of Termination,
(y) permit such beneficiary, upon receipt of such notice, to draw under such
Letter of Credit prior to the date such Letter of Credit otherwise would have
been automatically renewed and (z) not permit the expiration date (after giving
effect to any renewal) of such Letter of Credit in any event to be extended to a
date later than 30 days before the Termination Date in respect of the Revolving
Credit Facility. If either a Notice of Renewal is not given by the Borrower or a
Notice of Termination is given by the Issuing Bank pursuant to the immediately
preceding sentence, such Letter of Credit shall expire on the date on which it
otherwise would have been automatically renewed. Within the limits of the Letter
of Credit Facility, and subject to the limits referred to above, the Borrower
may request the issuance of Letters of Credit under this Section 2.01(c), repay
any Letter of Credit Advances resulting from drawings thereunder pursuant to
Section 2.03(c) and request the issuance of additional Letters of Credit under
this Section 2.01(c).

      SECTION 2.02. Making the Advances. (a) Except as otherwise provided in
Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later
than 2:00 P.M. (New York City time) on the third Business Day prior to the date
of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar
Rate Advances, or the first Business Day prior to the date of the proposed
Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the
Borrower to the Administrative Agent, which shall give to each Appropriate
Lender prompt notice thereof. Each such notice of a Borrowing (a "NOTICE OF
BORROWING") shall be by telephone, confirmed immediately in writing, or telex or
telecopier, in substantially the form of Exhibit B hereto, specifying therein
the requested (i) date of such Borrowing, (ii) Facility under which such
Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iv)
aggregate amount of such Borrowing and (v) in the case of a Borrowing consisting
of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each
Appropriate Lender shall, before 2:00 P.M. (New York City time) on the date of
such Borrowing, make available for the account of its Applicable Lending Office
to the Administrative Agent at the Administrative Agent's Account, in same day
funds, such Lender's ratable portion of such Borrowing in accordance with the
respective Commitments under the applicable Facility of such Lender and the
other Appropriate Lenders. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available to the Borrower by
crediting the Borrower's Account; provided, however, that, in the case of any
Revolving Credit Borrowing, the Administrative Agent shall first make a portion
of such funds equal to the aggregate principal amount of any Swing Line Advances
and Letter of Credit Advances made by the Swing Line Bank or the Issuing Bank,
as the case may be, and by any other Revolving Credit Lender and outstanding on
the date of such Revolving Credit Borrowing, plus interest accrued and unpaid
thereon to and as of such date, available to

<PAGE>

the Swing Line Bank or the Issuing Bank, as the case may be, and such other
Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of
Credit Advances.

            (b) Each Swing Line Borrowing shall be made on notice, given not
later than 2:00 P.M. (New York City time) on the date of the proposed Swing Line
Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent.
Each such notice of a Swing Line Borrowing (a "NOTICE OF SWING LINE BORROWING")
shall be by telephone, confirmed immediately in writing, or telex or telecopier,
specifying therein the requested (i) date of such Borrowing, (ii) amount of such
Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later
than the seventh day after the requested date of such Borrowing). The Swing Line
Bank will make the amount of the requested Swing Line Advances available to the
Administrative Agent at the Administrative Agent's Account, in same day funds.
After the Administrative Agent's receipt of such funds and upon fulfillment of
the applicable conditions set forth in Article III, the Administrative Agent
will make such funds available to the Borrower by crediting the Borrower's
Account. Upon written demand by the Swing Line Bank, with a copy of such demand
to the Administrative Agent, or in any event automatically upon the maturity of
each Swing Line Advance, each other Revolving Credit Lender shall purchase from
the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such
other Revolving Credit Lender, such other Lender's Pro Rata Share of such
outstanding Swing Line Advance as of the date of such demand, by making
available for the account of its Applicable Lending Office to the Administrative
Agent for the account of the Swing Line Bank, by deposit to the Administrative
Agent's Account, in same day funds, an amount equal to the portion of the
outstanding principal amount of such Swing Line Advance to be purchased by such
Lender. The Borrower hereby agrees to each such sale and assignment. Each
Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding
Swing Line Advance on (i) the Business Day on which demand therefor is made by
the Swing Line Bank, or in any event automatically upon the maturity of each
Swing Line Advance, provided that notice of such demand is given not later than
2:00 P.M. (New York City time) on such Business Day or (ii) the first Business
Day next succeeding such demand if notice of such demand is given after such
time. Upon any such assignment by the Swing Line Bank to any other Revolving
Credit Lender of a portion of a Swing Line Advance, the Swing Line Bank
represents and warrants to such other Lender that the Swing Line Bank is the
legal and beneficial owner of such interest being assigned by it, but makes no
other representation or warranty and assumes no responsibility or recourse with
respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and
to the extent that any Revolving Credit Lender shall not have so made the amount
of such Swing Line Advance available to the Administrative Agent, such Revolving
Credit Lender agrees to pay to the Administrative Agent forthwith on demand such
amount together with interest thereon, for each day from the date of demand by
the Swing Line Bank until the date such amount is paid to the Administrative
Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative
Agent such amount for the account of the Swing Line Bank on any Business Day,
such amount so paid in respect of principal shall constitute a Swing Line
Advance made by such Lender on such Business Day for purposes of this Agreement,
and the outstanding principal amount of the Swing Line Advance made by the Swing
Line Bank shall be reduced by such amount on such Business Day.

            (c) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
the initial Borrowing hereunder or for any Borrowing if the aggregate amount of
such Borrowing is less than $5,000,000 or if the obligation of the Appropriate
Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to
Section 2.09 or 2.10 and (ii) the Revolving Credit Advances may not be
outstanding as part of more than 5 separate Borrowings.

            (d) Each Notice of Borrowing and each Notice of Swing Line Borrowing
shall be irrevocable and binding on the Borrower. In the case of any Borrowing
that the related Notice of Borrowing specifies is to be comprised of Eurodollar
Rate Advances, the Borrower shall indemnify each

<PAGE>

Appropriate Lender against any loss, cost or expense incurred by such Lender as
a result of any failure to fulfill on or before the date specified in such
Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

            (e) Unless the Administrative Agent shall have received written
notice from an Appropriate Lender prior to the date of any Borrowing under a
Facility under which such Lender has a Commitment that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender and the Borrower severally agree to repay or pay to the Administrative
Agent forthwith on demand such corresponding amount and to pay interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid or paid to the Administrative Agent, at (i) in
the case of the Borrower, the interest rate applicable at such time under
Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such
Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative
Agent such corresponding amount, such amount so paid shall constitute such
Lender's Advance as part of such Borrowing for all purposes.

            (f) The failure of any Lender to make the Advance to be made by it
as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Advance on the date of such Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the
Advance to be made by such other Lender on the date of any Borrowing.

            (g) The Administrative Agent may conclusively rely on the purported
genuineness of all telephonic notices, without any responsibility or liability,
except for its own gross negligence or willful misconduct.

      SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of
Credit. (a) Request for Issuance. Each Letter of Credit shall be issued upon
notice, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to the Issuing Bank, which shall give to the
Administrative Agent and each Revolving Credit Lender prompt notice thereof by
telecopier or electronic communication. Each such notice of issuance of a Letter
of Credit (a "NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately
in writing, or telecopier or electronic communication, specifying therein the
requested (i) date of such issuance (which shall be a Business Day), (ii)
Available Amount of such Letter of Credit (which amount shall not be less than
$50,000 or shall be otherwise acceptable to the Issuing Bank), (iii) expiration
date of such Letter of Credit, (iv) name and address of the beneficiary of such
Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied
by such application and agreement for letter of credit as the Issuing Bank may
specify to the Borrower for use in connection with such requested Letter of
Credit (a "LETTER OF CREDIT AGREEMENT"). If (A) the requested form of such
Letter of Credit is acceptable to the Issuing Bank in its sole discretion and
(B) it has not received notice of objection to such issuance from the Required
Lenders, the Issuing Bank will, upon fulfillment of the applicable conditions
set forth in Article III, make such Letter of Credit available to the Borrower
at its office referred to in Section 8.02 or as otherwise agreed with the
Borrower in connection with such issuance. In the event and to the extent that
the provisions of any Letter of Credit Agreement shall conflict with this
Agreement, the provisions of this Agreement shall govern.

<PAGE>

            (b) Letter of Credit Reports. The Issuing Bank shall furnish (i) to
the Administrative Agent on the first Business Day of each week a written report
summarizing issuance and expiration dates of Letters of Credit issued during the
previous week and drawings during such week under all Letters of Credit, (ii) to
each Revolving Credit Lender on the first Business Day of each month a written
report summarizing issuance and expiration dates of Letters of Credit issued
during the preceding month and drawings during such month under all Letters of
Credit and (iii) to the Administrative Agent and each Revolving Credit Lender on
the first Business Day of each calendar quarter a written report setting forth
the average daily aggregate Available Amount during the preceding calendar
quarter of all Letters of Credit.

            (c) Participations in Letters of Credit. Upon the issuance of a
Letter of Credit by the Issuing Bank under Section 2.03(a), the Issuing Bank
shall be deemed, without further action by any party hereto, to have sold to
each Revolving Credit Lender, and each such Revolving Credit Lender shall be
deemed, without further action by any party hereto, to have purchased from the
Issuing Bank, a participation in such Letter of Credit in an amount for each
Revolving Credit Lender equal to such Lender's Pro Rata Share of the Available
Amount of such Letter of Credit, effective upon the issuance of such Letter of
Credit. In consideration and in furtherance of the foregoing, each Revolving
Credit Lender hereby absolutely and unconditionally agrees to pay such Lender's
Pro Rata Share of each L/C Disbursement made by the Issuing Bank and not
reimbursed by the Borrower forthwith on the date due as provided in Section
2.04(e) (or which has been so reimbursed but must be returned or restored by the
Issuing Bank because of the occurrence of an event specified in Section 6.01(f)
or otherwise) by making available for the account of its Applicable Lending
Office to the Administrative Agent for the account of the Issuing Bank by
deposit to the Administrative Agent's Account, in same day funds, an amount
equal to such Lender's Pro Rata Share of such L/C Disbursement. Each Revolving
Credit Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this Section 2.03(c) in respect of Letters of Credit
is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event of
Default or the termination of the Commitments, and that each such payment shall
be made without any off-set, abatement, withholding or reduction whatsoever. If
and to the extent that any Revolving Credit Lender shall not have so made the
amount of such L/C Disbursement available to the Administrative Agent, such
Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on
demand such amount together with interest thereon, for each day from the date
such L/C Disbursement is due pursuant to Section 2.04(e) until the date such
amount is paid to the Administrative Agent, at the Federal Funds Rate for its
account or the account of the Issuing Bank. If such Lender shall pay to the
Administrative Agent such amount for the account of the Issuing Bank on any
Business Day, such amount so paid in respect of principal shall constitute a
Letter of Credit Advance made by such Lender on such Business Day for purposes
of this Agreement, and the outstanding principal amount of the Letter of Credit
Advance made by the Issuing Bank shall be reduced by such amount on such
Business Day.

            (d) Drawing and Reimbursement. The payment by the Issuing Bank of a
draft drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by the Issuing Bank of a Letter of Credit Advance, which
shall be a Base Rate Advance, in the amount of such draft.

            (e) Failure to Make Letter of Credit Advances. The failure of any
Lender to make the Letter of Credit Advance to be made by it on the date
specified in Section 2.03(d) shall not relieve any other Lender of its
obligation hereunder to make its Letter of Credit Advance on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Letter of Credit Advance to be made by such other Lender on such date.

            (f) Applicability of ISP98. Unless otherwise expressly agreed by the
Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of
the "International Standby Practices

<PAGE>

1998" published by the Institute of International Banking Law & Practice (or
such later version thereof as may be in effect at the time of issuance) shall
apply to each Letter of Credit.

      SECTION 2.04. Repayment of Advances. (a) Revolving Credit Advances. The
Borrower shall repay to the Administrative Agent for the ratable account of the
Revolving Credit Lenders on the Termination Date in respect of the Revolving
Credit Facility the aggregate principal amount of the Revolving Credit Advances
then outstanding.

            (b) Swing Line Advances. The Borrower shall repay to the
Administrative Agent for the account of the Swing Line Bank and each other
Revolving Credit Lender that has made a Swing Line Advance the outstanding
principal amount of each Swing Line Advance made by each of them on the earlier
of the maturity date specified in the applicable Notice of Swing Line Borrowing
(which maturity shall be no later than the seventh day after the requested date
of such Borrowing) and the Termination Date in respect of the Revolving Credit
Facility.

            (c) Letter of Credit Advances. (i) The Borrower shall repay to the
Administrative Agent for the account of the Issuing Bank and each other
Revolving Credit Lender that has made a Letter of Credit Advance on the earlier
of demand and the Termination Date in respect of the Revolving Credit Facility
the outstanding principal amount of each Letter of Credit Advance made by each
of them.

            (ii) The Obligations of the Borrower and the Revolving Credit
Lenders under this Agreement, any Letter of Credit Agreement and any other
agreement or instrument relating to any Letter of Credit shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement, such Letter of Credit Agreement and such other agreement or
instrument under all circumstances, including, without limitation, the following
circumstances:

            (A) any lack of validity or enforceability of any Loan Document, any
      Letter of Credit Agreement, any Letter of Credit or any other agreement or
      instrument relating thereto (all of the foregoing being, collectively, the
      "L/C RELATED DOCUMENTS");

            (B) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Obligations of the Borrower in respect of
      any L/C Related Document or any other amendment or waiver of or any
      consent to departure from all or any of the L/C Related Documents;

            (C) the existence of any claim, set-off, defense or other right that
      the Borrower may have at any time against any beneficiary or any
      transferee of a Letter of Credit (or any Persons for which any such
      beneficiary or any such transferee may be acting), the Issuing Bank or any
      other Person, whether in connection with the transactions contemplated by
      the L/C Related Documents or any unrelated transaction;

            (D) any statement or any other document presented under a Letter of
      Credit proving to be forged, fraudulent, invalid or insufficient in any
      respect or any statement therein being untrue or inaccurate in any
      respect;

            (E) payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft, certificate or other document that does not
      strictly comply with the terms of such Letter of Credit;

            (F) any exchange, release or non-perfection of any Collateral or
      other collateral, or any release or amendment or waiver of or consent to
      departure from the Subsidiary Guaranties or any

<PAGE>

      other guarantee, for all or any of the Obligations of the Borrower in
      respect of the L/C Related Documents; or

            (G) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including, without limitation, any other
      circumstance that might otherwise constitute a defense available to, or a
      discharge of, the Borrower or a guarantor.

      SECTION 2.05. Termination or Reduction of the Commitments. (a) Optional.
The Borrower may, upon at least five Business Days' written notice to the
Administrative Agent, terminate in whole or reduce in part the unused portions
of the Swing Line Facility and the Letter of Credit Facility and the Unused
Revolving Credit Commitments; provided, however, that each partial reduction of
a Facility (i) shall be in an aggregate amount of at least $5,000,000 or an
integral multiple of $1,000,000 in excess thereof and (ii) shall be made ratably
among the Appropriate Lenders in accordance with their Commitments with respect
to such Facility.

            (b) Mandatory. (i) The Letter of Credit Facility shall be
permanently reduced from time to time on the date of each reduction in the
Revolving Credit Facility by the amount, if any, by which the amount of the
Letter of Credit Facility exceeds the Revolving Credit Facility after giving
effect to such reduction of the Revolving Credit Facility.

            (ii) The Swing Line Facility shall be permanently reduced from time
to time on the date of each reduction in the Revolving Credit Facility by the
amount, if any, by which the amount of the Swing Line Facility exceeds the
Revolving Credit Facility after giving effect to such reduction of the Revolving
Credit Facility.

      SECTION 2.06. Prepayments. (a) Optional. The Borrower may, upon at least
one Business Day's notice (which may be telephonic, with prompt written notice
to confirm such notice and with no liability on the part of the Administrative
Agent for acting on such notice) in the case of Base Rate Advances and three
Business Days' notice in the case of Eurodollar Rate Advances, in each case to
the Administrative Agent stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given the Borrower shall, prepay
the outstanding aggregate principal amount of the Advances comprising part of
the same Borrowing in whole or ratably in part, together with accrued interest
to the date of such prepayment on the aggregate principal amount prepaid;
provided, however, that (i) each partial prepayment shall be in an aggregate
principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof (or, if less, the aggregate amount of Revolving Credit Borrowings then
outstanding) and (ii) if any prepayment of a Eurodollar Rate Advance is made on
a date other than the last day of an Interest Period for such Advance, the
Borrower shall also pay any amounts owing pursuant to Section 8.04(c).

            (b) Mandatory. (i) The Borrower shall, on each applicable Business
Day, prepay an aggregate principal amount of the Revolving Credit Advances
comprising part of the same Borrowings, the Letter of Credit Advances and the
Swing Line Advances and deposit an amount in the Deposit Account in an amount
equal to the amount by which (A) the sum of the aggregate principal amount of
(x) the Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the
Swing Line Advances then outstanding plus the aggregate Available Amount of all
Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on
such Business Day.

            (ii) The Borrower shall, on each applicable Business Day, pay to the
Administrative Agent for deposit in the Deposit Account an amount sufficient to
cause the aggregate amount on deposit in the Deposit Account to equal the amount
by which the aggregate Available Amount of all Letters of Credit then
outstanding exceeds the Letter of Credit Facility on such Business Day.

<PAGE>

            (iii) Prepayments of the Revolving Credit Facility made pursuant to
clause (i) shall be first applied to prepay Letter of Credit Advances then
outstanding until such Advances are paid in full, second applied to prepay Swing
Line Advances then outstanding until such Advances are paid in full, and third
applied to prepay Revolving Credit Advances then outstanding comprising part of
the same Borrowings until such Advances are paid in full and fourth deposited in
the Deposit Account to cash collateralize 100% of the Available Amount of the
Letters of Credit then outstanding. Upon the drawing of any Letter of Credit for
which funds are on deposit in the Deposit Account, such funds shall be applied
to reimburse the Issuing Bank or Revolving Credit Lenders, as applicable.

            (iv) All prepayments under this subsection (b) shall be made
together with accrued interest to the date of such prepayment on the principal
amount prepaid, together with any amounts owing pursuant to Section 8.04(c). If
any payment of Eurodollar Rate Advances otherwise required to be made under this
Section 2.06(b) would be made on a day other than the last day of the applicable
Interest Period therefor, the Borrower may direct the Administrative Agent to
(and if so directed, the Administrative Agent shall) deposit such payment in the
Deposit Account until the last day of the applicable Interest Period at which
time the Administrative Agent shall apply the amount of such payment to the
prepayment of such Advances; provided, however, that such Advances shall
continue to bear interest as set forth in Section 2.07 until the last day of the
applicable Interest Period therefor.

      SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower shall pay
interest on the unpaid principal amount of each Advance owing to each Lender
from the date of such Advance until such principal amount shall be paid in full,
at the following rates per annum:

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

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

            (b) Default Interest. Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, and upon the request of
the Required Lenders shall, require that the Borrower pay interest ("DEFAULT
INTEREST") on (i) the unpaid principal amount of each Advance owing to each
Lender Party, payable in arrears on the dates referred to in clause (i) or (ii)
of Section 2.07(a), as applicable, and on demand, at a rate per annum equal at
all times to 2% per annum above the highest rate per annum pursuant to the
definition of "APPLICABLE MARGIN", and (ii) to the fullest extent permitted by
applicable law, the amount of any interest, fee or other amount payable under
this Agreement or any other Loan Document to any Agent or any Lender Party that
is not paid when due, from the date such amount shall be due until such amount
shall be paid in full, payable in arrears on the date such amount shall be paid
in full and on demand, at a rate per annum equal at all times to 2% per annum
above the rate per annum required to be paid, in the case of interest, on the
Type of Advance on which such interest has accrued pursuant to clause (i) or
(ii) of Section 2.07(a), as applicable, and, in all other cases, on Base Rate
Advances pursuant to clause (i) of Section 2.07(a); provided, however, that
following the acceleration of the Advances, or the giving of notice by the
Administrative Agent to accelerate the Advances, pursuant to

<PAGE>

Section 6.01, Default Interest shall accrue and be payable hereunder whether or
not previously required by the Administrative Agent.

            (c) Notice of Interest Period and Interest Rate. Promptly after
receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of
Conversion pursuant to Section 2.09 or a notice of selection of an Interest
Period pursuant to the terms of the definition of "Interest Period", the
Administrative Agent shall give notice to the Borrower and each Appropriate
Lender of the applicable Interest Period and the applicable interest rate
determined by the Administrative Agent for purposes of clause (a)(i) or (a)(ii)
above.

      SECTION 2.08. Fees. (a) Commitment Fee. The Borrower shall pay to the
Administrative Agent for the account of the Lenders a commitment fee, from the
date hereof in the case of each Initial Lender and from the effective date
specified in the Assignment and Acceptance pursuant to which it became a Lender
in the case of each other Lender until the Termination Date, payable in arrears
quarterly on the last day of each February, May, August and November, commencing
August 30, 2003, and on the Termination Date in respect of the applicable
Facility, at the Applicable Commitment Fee Percentage of the average daily
Unused Revolving Credit Commitment of such Lender.

            (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to the
Administrative Agent for the account of each Revolving Credit Lender a
commission, payable in arrears quarterly on the last day of each February, May,
August and November, commencing August 30, 2003, and on the Termination Date in
respect of the Letter of Credit Facility, on such Lender's Pro Rata Share of the
average daily aggregate Available Amount during such quarter of all Letters of
Credit of the Applicable Margin for Eurodollar Rate Advances under the Revolving
Credit Facility. Upon the occurrence and during the continuance of an Event of
Default, the amount of commission payable by the Borrower under this clause
(b)(i) shall be increased by 2% per annum (without duplication of amounts
payable under Section 2.07(b)).

            (ii) The Borrower shall pay to the Issuing Bank, for its own
account, such commissions, issuance fees, fronting fees, transfer fees and other
fees and charges in connection with the issuance or administration of each
Letter of Credit as the Borrower and the Issuing Bank shall agree, with the
initial fronting fee equal to 0.125% per annum on the Available Amount of all
Letters of Credit issued by the Issuing Bank payable quarterly in arrears on the
last day of each February, May, August and November, commencing August 30, 2003.

            (c) Agents' Fees. The Borrower shall pay to each Agent for its own
account such fees as may from time to time be agreed between the Borrower and
such Agent, including the fees set forth in the Fee Letter.

      SECTION 2.09. Conversion of Advances. (a) Optional. The Borrower may on
any Business Day, upon notice given to the Administrative Agent not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Conversion and subject to the provisions of Sections 2.07 and 2.10,
Convert all or any portion of the Advances of one Type comprising the same
Borrowing into Advances of the other Type; provided, however, that any
Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurodollar Rate Advances,
any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in
an amount not less than the minimum amount specified in Section 2.02(c), no
Conversion of any Advances shall result in more separate Borrowings than
permitted under Section 2.02(c) and each Conversion of Advances comprising part
of the same Borrowing under any Facility shall be made ratably among the
Appropriate Lenders in accordance with their Commitments under such Facility.
Each such notice of Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion,

<PAGE>

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

            (b) Mandatory. (i) On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $5,000,000, such
Advances shall automatically, on the last day of the then existing Interest
Period therefor, Convert into Base Rate Advances.

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

            (iii) Upon the occurrence and during the continuance of any Default,
(A) each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance and (B) upon
written notice from the Administrative Agent (in its discretion or as required
by the Required Lenders in writing) to the Borrower, the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended.

      SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender Party of agreeing to make
or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to
issue or of issuing or maintaining or participating in Letters of Credit or of
agreeing to make or of making or maintaining Letter of Credit Advances
(excluding, for purposes of this Section 2.10, any such increased costs
resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall govern
exclusively) and (y) changes in the basis of taxation of overall net income or
overall gross income by the United States or by the foreign jurisdiction or
state under the laws of which such Lender Party is organized or has its
Applicable Lending Office, in each case including any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
Party (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender Party additional amounts
sufficient to compensate such Lender Party for such increased cost; provided,
however, that a Lender Party claiming additional amounts under this Section
2.10(a) agrees to use reasonable efforts (consistent with its internal policy
and legal and regulatory restrictions) to designate a different Applicable
Lending Office if the making of such a designation would avoid the need for, or
reduce the amount of, such increased cost that may thereafter accrue and would
not, in the reasonable judgment of such Lender Party, be otherwise
disadvantageous to such Lender Party. A certificate as to the amount of such
increased cost, submitted to the Borrower by such Lender Party, shall be
conclusive and binding for all purposes, absent manifest error.

            (b) If, due to either (i) the introduction or effectiveness of or
any change in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the amount of capital required or expected to be maintained by
any Lender Party or any corporation controlling such Lender Party as a result of
or based upon the existence of such Lender Party's commitment to lend or to
issue or participate in Letters of Credit hereunder and other commitments of
such type or the issuance or maintenance of or participation in the Letters of
Credit (or similar contingent obligations), then, upon demand by such Lender
Party or such corporation (with a copy of such demand to the Administrative
Agent), the Borrower shall pay to the Administrative Agent for the

<PAGE>

account of such Lender Party, from time to time as specified by such Lender
Party, additional amounts sufficient to compensate such Lender Party in the
light of such circumstances, to the extent that such Lender Party reasonably
determines such increase in capital to be allocable to the existence of such
Lender Party's commitment to lend or to issue or participate in Letters of
Credit hereunder or to the issuance or maintenance of or participation in any
Letters of Credit. A certificate as to such amounts submitted to the Borrower by
such Lender Party shall be conclusive and binding for all purposes, absent
manifest error.

            (c) If, with respect to any Eurodollar Rate Advances under any
Facility, Lenders owed at least 51% of the then aggregate unpaid principal
amount thereof notify the Administrative Agent in good faith that the Eurodollar
Rate for any Interest Period for such Advances will not adequately reflect the
cost to such Lenders of making, funding or maintaining their Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the Borrower and the Appropriate Lenders, whereupon (i) each such
Eurodollar Rate Advance under such Facility will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance
and (ii) the obligation of the Appropriate Lenders to make, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower that such Lenders have determined
that the circumstances causing such suspension no longer exist.

            (d) Notwithstanding any other provision of this Agreement, if the
introduction or effectiveness of or any change in or in the interpretation of
any law or regulation shall make it unlawful, or any central bank or other
governmental authority shall assert that it is unlawful, for any Lender or its
Eurodollar Lending Office to perform its obligations hereunder to make
Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate
Advances hereunder, then, on notice thereof and demand therefor by such Lender
to the Borrower through the Administrative Agent, (i) each Eurodollar Rate
Advance under each Facility under which such Lender has a Commitment will
automatically, upon such demand, Convert into a Base Rate Advance and (ii) the
obligation of the Appropriate Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent shall
notify the Borrower that such Lender has determined that the circumstances
causing such suspension no longer exist; provided, however, that, before making
any such demand, such Lender agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to designate a
different Eurodollar Lending Office if the making of such a designation would
allow such Lender or its Eurodollar Lending Office to continue to perform its
obligations to make Eurodollar Rate Advances or to continue to fund or maintain
Eurodollar Rate Advances and would not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender.

      SECTION 2.11. Payments and Computations. (a) The Borrower shall make each
payment hereunder and under the Notes, irrespective of any right of counterclaim
or set-off (except as otherwise provided in Section 2.15), not later than 2:00
P.M. (New York City time) on the day when due in U.S. dollars to the
Administrative Agent at the Administrative Agent's Account in same day funds,
with payments being received by the Administrative Agent after such time being
deemed to have been received on the next succeeding Business Day. The
Administrative Agent will promptly thereafter cause like funds to be distributed
(i) if such payment by the Borrower is in respect of principal, interest,
commitment fees or any other Obligation then payable hereunder and under the
Notes to more than one Lender Party, to such Lender Parties for the account of
their respective Applicable Lending Offices ratably in accordance with the
amounts of such respective Obligations then payable to such Lender Parties and
(ii) if such payment by the Borrower is in respect of any Obligation then
payable hereunder to one Lender Party, to such Lender Party for the account of
its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 8.07(d), from and after the effective date of such Assignment and
Acceptance, the Administrative Agent

<PAGE>

shall make all payments hereunder and under the Notes in respect of the interest
assigned thereby to the Lender Party assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

            (b) The Borrower hereby authorizes each Lender Party and each of its
Affiliates, if and to the extent payment owed to such Lender Party is not made
when due hereunder or, in the case of a Lender, under the Note held by such
Lender, to charge from time to time, to the fullest extent permitted by law,
against any or all of the Borrower's accounts with such Lender Party or such
Affiliate any amount so due.

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

            (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or commitment or
letter of credit fee or commission, as the case may be; provided, however, that,
if such extension would cause payment of interest on or principal of Eurodollar
Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.

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

            (f) Whenever any payment received by the Administrative Agent under
this Agreement or any of the other Loan Documents is insufficient to pay in full
all amounts due and payable to the Agents and the Lender Parties under or in
respect of this Agreement and the other Loan Documents on any date, such payment
shall be distributed by the Administrative Agent and applied by the Agents and
the Lender Parties in the following order of priority:

            (i) first, to the payment of all of the fees, indemnification
      payments, costs and expenses that are due and payable to the Agents
      (solely in their respective capacities as Agents) under or in respect of
      this Agreement and the other Loan Documents on such date, ratably based
      upon the respective aggregate amounts of all such fees, indemnification
      payments, costs and expenses owing to the Agents on such date;

<PAGE>

            (ii) second, to the payment of all of the fees, indemnification
      payments, costs and expenses that are due and payable to the Issuing Bank
      and the Swing Line Bank (solely in their respective capacities as such)
      under or in respect of this Agreement and the other Loan Documents on such
      date, ratably based upon the respective aggregate amounts of all such
      fees, indemnification payments, costs and expenses owing to the Issuing
      Bank and the Swing Line Bank on such date;

            (iii) third, to the payment of all of the indemnification payments,
      costs and expenses that are due and payable to the Lenders under Sections
      8.04 hereof, Section 21 of the Security Agreement and any similar section
      of any of the other Loan Documents on such date, ratably based upon the
      respective aggregate amounts of all such indemnification payments, costs
      and expenses owing to the Lenders on such date;

            (iv) fourth, to the payment of all of the amounts that are due and
      payable to the Administrative Agent and the Lender Parties under Sections
      2.10 and 2.12 hereof on such date, ratably based upon the respective
      aggregate amounts thereof owing to the Administrative Agent and the Lender
      Parties on such date;

            (v) fifth, to the payment of all of the fees that are due and
      payable to the Lenders under Section 2.08(a) on such date, ratably based
      upon the respective aggregate Commitments of the Lenders under the
      Facilities on such date;

            (vi) sixth, to the payment of all of the accrued and unpaid interest
      on the Obligations of the Borrower under or in respect of the Loan
      Documents that is due and payable to the Administrative Agent and the
      Lender Parties under Section 2.07(b) on such date, ratably based upon the
      respective aggregate amounts of all such interest owing to the
      Administrative Agent and the Lender Parties on such date;

            (vii) seventh, to the payment of all of the accrued and unpaid
      interest on the Advances that is due and payable to the Administrative
      Agent and the Lender Parties under Section 2.07(a) and all Obligations
      arising under Secured Hedge Agreements on such date, ratably based upon
      the respective aggregate amounts of all such interest owing to the
      Administrative Agent and the Lender Parties on such date;

            (viii) eighth, to the payment of the principal amount of all of the
      outstanding Advances that is due and payable to the Administrative Agent
      and the Lender Parties on such date, ratably based upon the respective
      aggregate amounts of all such principal owing to the Administrative Agent
      and the Lender Parties on such date; and

            (ix) ninth, to the payment of all other Obligations of the Loan
      Parties owing under or in respect of the Loan Documents that are due and
      payable to the Administrative Agent and the other Secured Parties on such
      date, ratably based upon the respective aggregate amounts of all such
      Obligations owing to the Administrative Agent and the other Secured
      Parties on such date.

            (g) If the Administrative Agent receives funds for application to
the Obligations of the Loan Parties under or in respect of the Loan Documents
under circumstances for which the Loan Documents do not specify the Advances or
the Facility to which, or the manner in which, such funds are to be applied, the
Administrative Agent may, but shall not be obligated to, elect to distribute
such funds to each of the Lender Parties in accordance with such Lender Party's
Pro Rata Share of the sum of (a) the aggregate principal amount of all Advances
outstanding at such time and (b) the aggregate Available

<PAGE>

Amount of all Letters of Credit outstanding at such time, in repayment or
prepayment of such of the outstanding Advances or other Obligations then owing
to such Lender Party.

      SECTION 2.12. Taxes. (a) Any and all payments by any Loan Party to or for
the account of any Lender Party or any Agent hereunder or under the Notes or any
other Loan Document shall be made, in accordance with Section 2.11 or the
applicable provisions of such other Loan Document, if any, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender Party and each Agent, taxes that are
imposed on its overall net income by the United States and taxes that are
imposed on its overall net income (and franchise or similar taxes imposed in
lieu thereof) by the state or foreign jurisdiction under the laws of which such
Lender Party or such Agent, as the case may be, is organized or any political
subdivision thereof and, in the case of each Lender Party, taxes that are
imposed on its overall net income (and franchise taxes imposed in lieu thereof)
by the state or foreign jurisdiction of such Lender Party's Applicable Lending
Office or any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or under the Notes being hereinafter referred to as "TAXES").
If any Loan Party shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder or under any Note or any other Loan
Document to any Lender Party or any Agent, (i) the sum payable by the Borrower
shall be increased as may be necessary so that after such Loan Party and the
Administrative Agent have made all required deductions (including deductions
applicable to additional sums payable under this Section 2.12) such Lender Party
or such Agent, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Loan Party shall make
all such deductions and (iii) such Loan Party shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.

            (b) In addition, a Loan Party shall pay any present or future stamp,
documentary, excise, property or similar taxes, charges or levies that arise
from any payment made by such Loan Party hereunder or under any Notes or any
other Loan Documents or from the execution, delivery or registration of,
performance under, or otherwise with respect to, this Agreement, the Notes or
the other Loan Documents (hereinafter referred to as "OTHER TAXES").

            (c) The Loan Parties shall indemnify each Lender Party and each
Agent for and hold them harmless against the full amount of Taxes and Other
Taxes, and for the full amount of taxes of any kind imposed or asserted by any
jurisdiction on amounts payable under this Section 2.12, imposed on or paid by
such Lender Party or such Agent (as the case may be) and any liability
(including penalties, additions to tax, interest and expenses) arising therefrom
or with respect thereto. This indemnification shall be made within 30 days from
the date such Lender Party or such Agent (as the case may be) makes written
demand therefor.

            (d) Within 30 days after the date of any payment of Taxes, the
appropriate Loan Party shall furnish to the Administrative Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing such payment, to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is reasonably satisfactory to the
Administrative Agent. In the case of any payment hereunder or under the Notes or
the other Loan Documents by or on behalf of a Loan Party through an account or
branch outside the United States or by or on behalf of a Loan Party by a payor
that is not a United States person, if such Loan Party determines that no Taxes
are payable in respect thereof, such Loan Party shall furnish, or shall cause
such payor to furnish, to the Administrative Agent, at such address, an opinion
of counsel acceptable to the Administrative Agent stating that such payment is
exempt from Taxes. For purposes of subsections (d) and (e) of this Section 2.12,
the terms "UNITED STATES" and "UNITED STATES PERSON" shall have the meanings
specified in Section 7701 of the Internal Revenue Code.

<PAGE>

            (e) Each Lender Party organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Lender Party and on the
date of the Assignment and Acceptance pursuant to which it becomes a Lender
Party in the case of each other Lender Party, and from time to time thereafter
as reasonably requested in writing by the Borrower (but only so long thereafter
as such Lender Party remains lawfully able to do so), provide each of the
Administrative Agent and the Borrower with two original Internal Revenue Service
Forms W-8BEN or W-8EC1 or (in the case of a Lender Party that has certified in
writing to the Administrative Agent that it is not (i) a "bank" as defined in
Section 881(c)(3)(A) of the Internal Revenue Code, (ii) a 10-percent shareholder
(within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the
Borrower or (iii) a CFC related to the Borrower (within the meaning of Section
864(d)(4) of the Internal Revenue Code), Internal Revenue Service Form W-8BEN,
as appropriate) any successor or other form prescribed by the Internal Revenue
Service, certifying that such Lender Party is exempt from or entitled to a
reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes or any other Loan Document or such other Internal Revenue
Service form as may be applicable to a Lender Party which will entitle the
Lender Party to an exemption from or a reduced rate of withholding tax on
payments pursuant to this Agreement or the Notes or any other Loan Document. If
the forms provided by a Lender Party at the time such Lender Party first becomes
a party to this Agreement indicate a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from Taxes unless and until such Lender Party provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such
forms; provided, however, that if, at the effective date of the Assignment and
Acceptance pursuant to which a Lender Party becomes a party to this Agreement,
the Lender Party assignor was entitled to payments under subsection (a) of this
Section 2.12 in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender Party assignee on such date. If any form
or document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service Form W-8BEN
or W-8ECI or the related certificate described above, that the applicable Lender
Party reasonably considers to be confidential, such Lender Party shall give
notice thereof to the Borrower and shall not be obligated to include in such
form or document such confidential information.

            (f) For any period with respect to which a Lender Party has failed
to provide the Borrower with the appropriate form, certificate or other document
described in subsection (e) above (other than if such failure is due to a change
in law, or in the interpretation or application thereof, occurring after the
date on which a form, certificate or other document originally was required to
be provided or if such form, certificate or other document otherwise is not
required under subsection (e) above), such Lender Party shall not be entitled to
indemnification under subsection (a) or (c) of this Section 2.12 with respect to
Taxes imposed by the United States by reason of such failure; provided, however,
that should a Lender Party become subject to Taxes because of its failure to
deliver a form, certificate or other document required hereunder, the Loan
Parties shall take such steps as such Lender Party shall reasonably request to
assist such Lender Party to recover such Taxes.

            (g) Any Lender Party claiming any additional amounts payable
pursuant to this Section 2.12 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender Party, be otherwise disadvantageous to such Lender Party.

<PAGE>

      SECTION 2.13. Sharing of Payments, Etc. If any Lender Party shall obtain
at any time any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise, other than as a result of an assignment
pursuant to Section 8.07) (a) on account of Obligations due and payable to such
Lender Party hereunder and under the Notes and the other Loan Documents at such
time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations due and payable to such Lender Party at such time to
(ii) the aggregate amount of the Obligations due and payable to all Lender
Parties hereunder and under the Notes and the other Loan Documents at such time)
of payments on account of the Obligations due and payable to all Lender Parties
hereunder and under the Notes at such time obtained by all the Lender Parties at
such time or (b) on account of Obligations owing (but not due and payable) to
such Lender Party hereunder and under the Notes and the other Loan Documents at
such time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations owing to such Lender Party at such time to (ii) the
aggregate amount of the Obligations owing (but not due and payable) to all
Lender Parties hereunder and under the Notes and the other Loan Documents at
such time) of payments on account of the Obligations owing (but not due and
payable) to all Lender Parties hereunder and under the Notes at such time
obtained by all of the Lender Parties at such time, such Lender Party shall
forthwith purchase from the other Lender Parties such interests or participating
interests in the Obligations due and payable or owing to them, as the case may
be, as shall be necessary to cause such purchasing Lender Party to share the
excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender Party, such purchase from each other Lender Party shall be rescinded and
such other Lender Party shall repay to the purchasing Lender Party the purchase
price to the extent of such Lender Party's ratable share (according to the
proportion of (i) the purchase price paid to such Lender Party to (ii) the
aggregate purchase price paid to all Lender Parties) of such recovery together
with an amount equal to such Lender Party's ratable share (according to the
proportion of (i) the amount of such other Lender Party's required repayment to
(ii) the total amount so recovered from the purchasing Lender Party) of any
interest or other amount paid or payable by the purchasing Lender Party in
respect of the total amount so recovered; provided further that, so long as the
Obligations under the Loan Documents shall not have been accelerated, any excess
payment received by any Appropriate Lender shall be shared on a pro rata basis
only with other Appropriate Lenders. The Borrower agrees that any Lender Party
so purchasing an interest or participating interest from another Lender Party
pursuant to this Section 2.13 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such interest or participating interest, as the case may be, as fully as if
such Lender Party were the direct creditor of the Borrower in the amount of such
interest or participating interest, as the case may be.

      SECTION 2.14. Use of Proceeds. The proceeds of the Advances and issuances
of Letters of Credit shall be available (and the Borrower agrees that it shall
use such proceeds and Letters of Credit) solely to refinance certain Existing
Debt (including the Senior Notes) of the Borrower, and to finance the ongoing
working capital and other general corporate purposes of the Borrower and its
Subsidiaries. The proceeds of any Advances may not be used to finance any
Investment or acquisition permitted under Section 5.02(f) unless such Investment
or acquisition is made on a consensual basis (approved by the board of directors
or analogous governing body of any Person to be acquired or all or substantially
all of whose assets are to be acquired).

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

<PAGE>

deliver to such Lender Party, with a copy to the Administrative Agent, a
Revolving Credit Note and a Swing Line Note, as applicable, in substantially the
form of Exhibits A-1 and A-2 hereto, respectively, payable to the order of such
Lender Party in a principal amount equal to the Revolving Credit Commitment and
the Swing Line Commitment, respectively, of such Lender Party. All references to
Notes in the Loan Documents shall mean Notes, if any, to the extent issued
hereunder.

            (b) The Register maintained by the Administrative Agent pursuant to
Section 8.07(d) shall include a control account, and a subsidiary account for
each Lender Party, in which accounts (taken together) shall be recorded (i) the
date and amount of each Borrowing made hereunder, the Type of Advances
comprising such Borrowing and, if appropriate, the Interest Period applicable
thereto, (ii) the terms of each Assignment and Acceptance delivered to and
accepted by it, (iii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender Party hereunder, and
(iv) the amount of any sum received by the Administrative Agent from the
Borrower hereunder and each Lender Party's share thereof.

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

      SECTION 2.16. Defaulting Lenders. Notwithstanding anything in this
Agreement to the contrary, as to any Lender which (a) has refused (which refusal
has not been retracted) to make available its portion of any Borrowing or to
fund its portion of any unreimbursed (or disgorged) payment under Section
2.03(c) or (b) has given notice to the Administrative Agent and/or the Borrower
that it does not intend to comply with its obligations under Section 2.01 or
under Section 2.03(c) (a "DEFAULTING LENDER"):

            (i) such lender shall not be deemed a Required Lender hereunder and
      such Lender's (A) Revolving Credit Notes, (B) Revolving Commitments, (C)
      Advances and (D) Letter of Credit Advances shall be excluded from the
      calculations set forth in the definition of Required Lenders above,

            (ii) such Lender shall not be entitled to receive any portion of (A)
      Letter of Credit fees, (B) interest payable with respect to any Letter of
      Credit Advances or (C) amounts received in respect of Letter of Credit
      Advances; and

            (iii) such Lender shall not be entitled to receive any commitment
      fee payable in respect of the Revolving Credit Commitments.

In addition to the foregoing, and notwithstanding Section 2.01(c), if any Lender
shall fall within the description set forth in clause (a) or (b) above, the
Issuing Bank shall not be required to issue any Letter of Credit unless
arrangements reasonably satisfactory to the Issuing Bank have been entered into
(the Issuing Bank having made a good faith effort to enter into such
arrangements) to eliminate the Issuing Bank's risk with respect to the
participation in Letters of Credit by such Lender, including cash
collateralizing such Lender's Letter of Credit commitment. The provisions of
this Section 2.16 are not in lieu of any other claim the Borrower may have
against such Defaulting Lender.

<PAGE>

      SECTION 2.17. Additional Loans. Subject to the terms and conditions set
forth herein, so long as no Default or Event of Default shall have occurred and
be continuing, the Borrower shall have the right during the period from the
Effective Date until the date one Business Day prior to the Termination Date, to
increase the aggregate amount of the Revolving Credit Facility (each an
"Increase in Commitment") and to incur additional Debt under this Agreement in
the form of one or more increases in the aggregate Revolving Credit Commitments
by an aggregate amount of up to $75,000,000. The following terms and conditions
shall apply to all Increases in Commitment: (a) the loans made under any such
Increase in Commitment shall constitute Revolving Credit Advances, (b) such
Increase in Commitment shall have the same terms (including interest rate) as
the existing Revolving Credit Commitments, (c) any such Increase in Commitment
shall be entitled to the same voting rights as the existing Revolving Credit
Commitments and shall be entitled to receive proceeds of prepayments on the same
basis as existing Revolving Credit Commitments, (d) any such Increase in
Commitment shall be obtained from existing Lenders or from other banks,
financial institutions or investment funds, in each case in accordance with the
terms set forth below, (e) such Increase in Commitment shall be in a minimum
principal amount of $10,000,000 and integral multiples of $1,000,000 in excess
thereof, (f) the proceeds of any Increase in Commitment will be used in
accordance with Section 2.14, (g) the Borrower shall execute such promissory
notes as are necessary and requested by the Lenders to reflect the Increase in
Commitment, (h) the conditions to Advances in Section 3.02 shall have been
satisfied, (i) the Administrative Agent shall have received such legal opinions
from counsel to the Borrower, in form and substance reasonably satisfactory to
the Administrative Agent, as the Administrative Agent reasonably shall request,
(j) the Administrative Agent shall have received such amendments to the Loan
Documents, in form and substance satisfactory to the Administrative Agent, as
the Administrative Agent shall request and (k) the Administrative Agent shall
have received from the Borrower an officer's certificate, in form and substance
satisfactory to the Administrative Agent, demonstrating that, at the time of any
such Increase in Commitment, no Default or Event of Default shall exist.
Participation in any Increase in Commitment shall be offered first to each of
the existing Lenders, but no such Lender shall be required to provide all or any
portion of any such Increase in Commitment. If the amount of any Increase in
Commitment requested by the Borrower shall exceed the commitments which the
existing Lenders are willing to provide with respect to such Increase in
Commitment, then the Borrower may invite other banks, financial institutions and
investment funds reasonably acceptable to the Administrative Agent to join this
Agreement as Lenders hereunder for the portion of such Increase in Commitment
not taken by existing Lenders, provided that such other banks, financial
institutions and investment funds shall enter into such joinder agreements to
give effect thereto as the Administrative Agent may reasonably request. The
existing Lenders shall make such assignments (which assignments shall not be
subject to the requirements set forth in Section 8.07) of the outstanding
Advances and participation interests in Advances and Letters of Credit to the
Lenders providing any Increase in Commitment so that, after giving effect to
such assignments, each Lender (including the Lenders providing the Increase in
Commitment) will hold Advances and participation interests in Advances and
Letters of Credit equal to its Pro Rata Share of all outstanding Advances and
participation interests in Advances and Letters of Credit. The Administrative
Agent is authorized to enter into, on behalf of the Lenders, any amendment to
this Agreement or any other Loan Document as may be necessary to incorporate the
terms of any Increase in Commitment.

                                   ARTICLE III

                            CONDITIONS OF LENDING AND
                         ISSUANCES OF LETTERS OF CREDIT

      SECTION 3.01. Conditions Precedent to Initial Extension of Credit. The
obligation of each Lender to make an Advance or of the Issuing Bank to issue a
Letter of Credit on the occasion of the Initial

<PAGE>

Extension of Credit hereunder is subject to the satisfaction of the following
conditions precedent before or concurrently with the Initial Extension of
Credit:

            (a) The Administrative Agent shall have received on or before the
      day of the Initial Extension of Credit the following, each dated such day
      (unless otherwise specified), in form and substance satisfactory to the
      Administrative Agent (unless otherwise specified) and (except for the
      Notes) in sufficient copies for each Lender Party:

                  (i) The Notes payable to the order of the Lenders to the
            extent requested by the Lenders pursuant to the terms of Section
            2.15.

                  (ii) Evidence satisfactory to it that either (i) Senior
            Subordinated Notes in a principal amount of $175,000,000 have been
            issued pursuant to the Senior Subordinated Indenture, together with
            true and complete copies of the Senior Subordinated Indenture or
            (ii) Bridge Loans in a principal amount of at least $85,000,000 are
            outstanding, together with true and complete copies of the Bridge
            Documentation.

                  (iii) A security agreement in substantially the form of
            Exhibit D hereto (together with each other security agreement and
            security agreement supplement delivered pursuant to Section 5.01(j),
            in each case as amended, the "SECURITY AGREEMENT"), duly executed by
            each Loan Party, together with:

                        (A) certificates representing the Pledged Shares
                  referred to therein accompanied by undated stock powers
                  executed in blank and instruments evidencing the Pledged Debt
                  indorsed in blank,

                        (B) proper financing statements in form appropriate for
                  filing under the Uniform Commercial Code of all jurisdictions
                  that the Administrative Agent may deem necessary or desirable
                  in order to perfect and protect the first priority liens and
                  security interests created under the Security Agreement,
                  covering the Collateral described in the Security Agreement,

                        (C) completed requests for information, dated on or
                  before the date of the Initial Extension of Credit, listing
                  all effective financing statements filed in the jurisdictions
                  referred to in clause (B) above that name any Loan Party, the
                  Acquired Businesses or their respective Subsidiaries as
                  debtor, together with copies of such other financing
                  statements,

                        (D) evidence of the completion of all other recordings
                  and filings of or with respect to the Security Agreement that
                  the Administrative Agent may deem necessary or desirable in
                  order to perfect and protect the security interest created
                  thereunder,

                        (E) evidence of the insurance required by the terms of
                  the Security Agreement,

                        (F) evidence that all other action that the
                  Administrative Agent may deem necessary or desirable in order
                  to perfect and protect the liens and security interests, and
                  the priority thereof, created under the Security Agreement has
                  been taken (including, without limitation, receipt of duly
                  executed payoff letters,

<PAGE>

                  UCC-3 termination statements and landlords' and bailees'
                  waiver and consent agreements).

                  (iv) A guaranty substantially in the form of Exhibit E hereto
            (together with each other guaranty and guaranty supplement delivered
            pursuant to Section 5.01(j), in each case as amended, the
            "SUBSIDIARY GUARANTY"), duly executed by each Subsidiary Guarantor.

                  (v) An intellectual property security agreement in
            substantially the form of Exhibit C to the Security Agreement
            (together with each other intellectual property security agreement
            and intellectual property security agreement supplement delivered
            pursuant to Section 5.01(j), in each case as amended, the
            "INTELLECTUAL PROPERTY SECURITY AGREEMENT"), duly executed by each
            Loan Party, together with evidence that all action that the
            Administrative Agent may deem necessary or desirable in order to
            perfect and protect the first priority liens and security interests
            created under the Intellectual Property Security Agreement has been
            taken.

                  (vi) Certified copies of the resolutions of the Board of
            Directors of each Loan Party approving the transactions contemplated
            hereby and each Loan Document to which it is or is to be a party,
            and of all documents evidencing other necessary corporate action and
            governmental and other third party approvals and consents, if any,
            with respect to the transactions contemplated hereby and each Loan
            Document to which it is or is to be a party.

                  (vii) A copy of a certificate of the Secretary of State of the
            jurisdiction of organization of each Loan Party, dated reasonably
            near the date of the Initial Extension of Credit, certifying (A) as
            to a true and correct copy of the charter or other constitutive
            document of such Loan Party and each amendment thereto on file in
            such Secretary's office and (B) that (1) such amendments are the
            only amendments to such Loan Party's charter or other constitutive
            document on file in such Secretary's office, (2) such Loan Party has
            paid all franchise taxes to the date of such certificate and (3)
            such Loan Party is duly organized and in good standing or presently
            subsisting under the laws of the State of the jurisdiction of its
            organization.

                  (viii) A certificate of each Loan Party, signed on behalf of
            such Loan Party by its President or a Vice President and its
            Secretary or any Assistant Secretary, dated the date of the Initial
            Extension of Credit (the statements made in which certificate shall
            be true on and as of the date of the Initial Extension of Credit),
            certifying as to (A) the absence of any amendments to the charter or
            other constitutive document of such Loan Party since the date of the
            Secretary of State's certificate referred to in Section 3.01(a)(v),
            (B) a true and correct copy of the bylaws or other governing
            document of such Loan Party as in effect on the date on which the
            resolutions referred to in Section 3.01(a)(iv) were adopted and on
            the date of the Initial Extension of Credit, (C) the due
            organization and good standing or valid existence of such Loan Party
            under the laws of the jurisdiction of its organization, and the
            absence of any proceeding for the dissolution or liquidation of such
            Loan Party, (D) the truth of the representations and warranties
            contained in the Loan Documents as though made on and as of the date
            of the Initial Extension of Credit and (E) the absence of any event
            occurring and continuing, or resulting from the Initial Extension of
            Credit, that constitutes a Default.

<PAGE>

                  (ix) A certificate of the Secretary or an Assistant Secretary
            of each Loan Party certifying the names and true signatures of the
            officers of such Loan Party authorized to sign each Loan Document to
            which it is or is to be a party and the other documents to be
            delivered hereunder and thereunder.

                  (x) Copies of the Acquisition Documents, which shall be in
            form and substance satisfactory to the Lender Parties, together with
            all agreements, instruments and other documents delivered in
            connection therewith as the Administrative Agent shall request.

                  (xi) Certificate in substantially the form of Exhibit F
            hereto, attesting to the Solvency of the Loan Parties, before and
            after giving effect to the Acquisition and the transactions
            contemplated hereby, from its Chief Financial Officer or Treasurer,
            as the case may be.

                  (xii) Such financial, business and other information regarding
            each Loan Party, the Acquired Businesses and their respective
            Subsidiaries as the Administrative Agent shall have requested,
            including, without limitation: (A) audited combined financial
            statements of the Acquired Businesses and their respective
            Subsidiaries for the fiscal year ended December 31, 2002, (B) an
            unaudited income statement of the Acquired Businesses and their
            respective Subsidiaries for the Fiscal Quarter ended March 31, 2003,
            (C) pro forma Consolidated balance sheet of the Borrower and its
            Subsidiaries giving effect to the Acquisition for the Fiscal Quarter
            ending immediately prior to closing, which in each case, shall meet
            the requirements of Regulation S-X under the Securities Act of 1933,
            as amended, and all other accounting rules and regulations of the
            SEC promulgated thereunder, and (D) a written certification from the
            Chief Financial Officer that the pro forma financial statements
            delivered pursuant to clause (C) above and the forecasts heretofore
            delivered to the Administrative Agent were prepared in good faith on
            the basis of the assumptions stated therein, which assumptions are
            fair and reasonable in light of then existing conditions.

                  (xiii) Evidence of insurance naming the Collateral Agent as
            additional insured and loss payee with such responsible and
            reputable insurance companies or associations, and in such amounts
            and covering such risks, as is satisfactory to the Lender Parties,
            including, without limitation, business interruption insurance with
            a reputable insurer and on terms and in amounts reasonably
            acceptable to the Administrative Agent.

                  (xiv) Copies of each employment agreement and other
            compensation arrangement with each executive officer of any Loan
            Party or any of its Subsidiaries as the Administrative Agent shall
            request.

                  (xv) Copies of all Material Contracts of each Loan Party and
            its Subsidiaries as the Administrative Agent shall request.

                  (xvi) A Notice of Borrowing or Notice of Issuance, as
            applicable, relating to the Initial Extension of Credit.

                  (xvii) A favorable opinion of Perkins Coie LLP, counsel for
            the Loan Parties, in substantially the form of Exhibit G hereto and
            as to such other matters as the Administrative Agent may reasonably
            request.

<PAGE>

            (b) The Administrative Agent shall be reasonably satisfied with,
      after giving effect to the Acquisition (and other related transactions,
      including any related mergers), the corporate and legal structure and
      capitalization of each Loan Party and each of its Subsidiaries, including
      the terms and conditions of the charter, bylaws or other constitutive
      documents and each class of Equity Interest in each Loan Party and each
      such Subsidiary and of each agreement or instrument relating to such
      structure or capitalization.

            (c) The Administrative Agent shall be satisfied that all Existing
      Debt, other than Surviving Debt, has been prepaid, redeemed or defeased in
      full or otherwise satisfied and extinguished from cash on hand of the
      Borrower and all commitments relating thereto terminated and that all
      Surviving Debt shall be on terms and conditions satisfactory to the
      Administrative Agent.

            (d) There shall have occurred no Material Adverse Change since
      January 31, 2003.

            (e) There shall exist no action, suit, investigation, litigation or
      proceeding affecting any Loan Party, the Acquired Businesses or any of
      their respective Subsidiaries pending or threatened before any
      Governmental Authority that (i) could be reasonably likely to have a
      Material Adverse Effect, (ii) purports to affect the legality, validity or
      enforceability of any Loan Document, (iii) seeks to enjoin, restrain,
      restrict, set aside or prohibit, to impose material conditions upon, or to
      obtain substantial damages in respect of, the consummation of the
      Acquisition or the transactions relating thereto or contemplated hereby or
      (iv) in the reasonable opinion of the Bookrunner/Co-Arranger, is material
      to the Borrower and its Subsidiaries, taken as a whole, or any of their
      respective assets, business operations or financial condition.

            (f) There shall be no pending or threatened litigation, proceeding,
      bankruptcy or insolvency, injunction, order or claim with respect to the
      Borrower, the Acquired Businesses or any of their respective Subsidiaries
      that is material to the Borrower and its Subsidiaries, taken as a whole.

            (g) All Governmental Authorizations and third party consents and
      approvals necessary in connection with the Acquisition (and any related
      mergers) and the transactions contemplated hereby shall have been obtained
      (without the imposition of any conditions that are not acceptable to the
      Lender Parties) and shall remain in effect; all applicable waiting periods
      in connection with the transactions contemplated hereby shall have expired
      without any action being taken by any competent authority, and no law or
      regulation shall be applicable in the judgment of the Lender Parties, in
      each case that restrains, prevents or imposes materially adverse
      conditions upon the Acquisition (and any related mergers) and the
      transactions contemplated hereby or the rights of the Loan Parties or
      their Subsidiaries freely to transfer or otherwise dispose of, or to
      create any Lien on, any properties now owned or hereafter acquired by any
      of them.

            (h) The Borrower shall have paid all accrued fees of the Agents and
      the Lender Parties and all accrued expenses of the Agents (including the
      accrued fees and expenses of counsel to the Administrative Agent and local
      counsel to the Lender Parties).

            (i) The Acquisition and related transactions shall have been
      consummated for a purchase price not in excess of (pound)55,000,000
      (excluding transaction costs and expenses) strictly in accordance with the
      terms of the Acquisition Agreement, without any waiver or amendment not
      consented to by the Administrative Agent of any term, provision or
      condition set forth therein, and in compliance with all applicable laws.
      The Administrative Agent shall be reasonably satisfied with the
      Acquisition Documents and all legal, tax and other matters relating to the

<PAGE>

      Acquisition or to the Borrower and its Subsidiaries after giving effect
      thereto. The Acquisition Agreement shall be in full force and effect.

            (j) Neither the Administrative Agent nor the Bookrunner/ Co-Arranger
      shall have become aware of any information, event, change or other matter
      that is inconsistent with any confidential information or other matter
      previously disclosed to them.

            (k) The Bookrunner/ Co-Arranger and the Administrative Agent shall
      be reasonably satisfied that (i) Pro Forma EBITDA (as determined by the
      Administrative Agent) of the Borrower and its Subsidiaries for the four
      consecutive quarterly periods ending with the last calendar quarter
      immediately preceding the date hereof shall not be less than $75,000,000;
      and (ii) the Leverage Ratio (as determined by the Administrative Agent) of
      the Borrower and its Subsidiaries (after giving effect to the Acquisition
      on a pro forma basis as if the Acquisition had been consummated on the
      first day of the most recently completed four consecutive Fiscal Quarters)
      shall not exceed 2.5:1.0 as of the date hereof.

      SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and
Renewal. The obligation of each Appropriate Lender to make an Advance (other
than a Letter of Credit Advance made by the Issuing Bank or a Revolving Credit
Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Revolving
Credit Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing
(including the initial Borrowing), and the obligation of each Issuing Bank to
issue a Letter of Credit (including the initial issuance) or renew a Letter of
Credit and the right of the Borrower to request a Swing Line Borrowing, shall be
subject to the further conditions precedent that on the date of such Borrowing
or issuance or renewal (a) the following statements shall be true (and each of
the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing
or Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of
the proceeds of such Borrowing or of such Letter of Credit or the renewal of
such Letter of Credit shall constitute a representation and warranty by the
Borrower that both on the date of such notice and on the date of such Borrowing
or issuance or renewal such statements are true):

            (i) the representations and warranties contained in each Loan
      Document are correct in all material respects on and as of such date,
      before and after giving effect to such Borrowing or issuance or renewal
      and to the application of the proceeds therefrom, as though made on and as
      of such date, other than any such representations or warranties that, by
      their express terms, refer to a specific date other than the date of such
      Borrowing or issuance or renewal, in which case as of such specific date;
      and

            (ii) no Default has occurred and is continuing, or would result from
      such Borrowing or issuance or renewal or from the application of the
      proceeds therefrom.

            (b) The Administrative Agent shall have received such other
approvals, opinions, documents or information as the Administrative Agent may
reasonably request.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      SECTION 4.01. Representations and Warranties of the Loan Parties. Each
Loan Party represents and warrants as follows:

<PAGE>

            (a) Each Loan Party and each of its Subsidiaries (i) is a duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization, (ii) is duly qualified and in good
      standing as a foreign corporation in each other jurisdiction in which it
      owns or leases property or in which the conduct of its business requires
      it to so qualify or be licensed except where the failure to so qualify or
      be licensed could not be reasonably likely to have a Material Adverse
      Effect and (iii) has all requisite corporate power and authority
      (including, without limitation, all Governmental Authorizations) to own or
      lease and operate its properties and to carry on its business as now
      conducted and as proposed to be conducted. All of the outstanding Equity
      Interests in the Borrower have been validly issued, are fully paid and
      non-assessable.

            (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate
      list of all Subsidiaries of each Loan Party, showing as of the date hereof
      (as to each such Subsidiary) the jurisdiction of its organization, the
      number of shares of each class of its Equity Interests authorized, and the
      number outstanding, on the date hereof and the percentage of each such
      class of its Equity Interests owned (directly or indirectly) by such Loan
      Party and the number of shares covered by all outstanding options,
      warrants, rights of conversion or purchase and similar rights at the date
      hereof. All of the outstanding Equity Interests in each Loan Party's
      Subsidiaries owned by such Loan Party have been validly issued, are fully
      paid and non-assessable and are owned by such Loan Party or one or more of
      its Subsidiaries free and clear of all Liens, except those created under
      the Collateral Documents.

            (c) The execution, delivery and performance by each Loan Party of
      each Loan Document to which it is or is to be a party, and the
      consummation of the transactions contemplated hereby, are within such Loan
      Party's corporate powers, have been duly authorized by all necessary
      corporate action, and do not (i) contravene such Loan Party's constitutive
      or governing documents, (ii) violate any law, rule, regulation (including,
      without limitation, Regulation X of the Board of Governors of the Federal
      Reserve System), order, writ, judgment, injunction, decree, determination
      or award, (iii) conflict with or result in the breach of, or constitute a
      default or require any payment to be made under, any contract, loan
      agreement, indenture, mortgage, deed of trust, lease or other instrument
      binding on or affecting any Loan Party, any of its Subsidiaries or any of
      their properties, including, without limitation, the Senior Subordinated
      Indenture or (iv) except for the Liens created under the Loan Documents,
      result in or require the creation or imposition of any Lien upon or with
      respect to any of the properties of any Loan Party or any of its
      Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of
      any such law, rule, regulation, order, writ, judgment, injunction, decree,
      determination or award or in breach of any such contract, loan agreement,
      indenture, mortgage, deed of trust, lease or other instrument, the
      violation or breach of which could be reasonably likely to have a Material
      Adverse Effect.

            (d) No Governmental Authorization, and no notice to or filing with,
      any Governmental Authority or any other third party in the United States
      is required for (i) the due execution, delivery, recordation, filing or
      performance by any Loan Party of any Loan Document to which it is or is to
      be a party, or for the consummation of the transactions contemplated
      hereby, (ii) the grant by any Loan Party of the Liens granted by it
      pursuant to the Collateral Documents, (iii) the perfection or maintenance
      of the Liens created under the Collateral Documents (including the first
      priority nature thereof, except with respect to liens permitted under
      Section 5.02(a)(ii)), or (iv) the exercise by any Agent or any Lender
      Party of its rights under the Loan Documents or the remedies in respect of
      the Collateral pursuant to the Collateral Documents, except for the
      authorizations, approvals, actions, notices and filings listed on Schedule
      4.01(d) hereto, all of which have been duly obtained, taken, given or made
      and are in full force and effect. All applicable waiting periods in
      connection with the transactions contemplated hereby have expired without
      any action having been taken by any competent authority restraining,
      preventing or

<PAGE>

      imposing materially adverse conditions upon the transactions contemplated
      hereby or the rights of the Loan Parties or their Subsidiaries freely to
      transfer or otherwise dispose of, or to create any Lien on, any properties
      now owned or hereafter acquired by any of them. The Acquisition has been
      consummated in accordance with the Acquisition Agreement and applicable
      law.

            (e) This Agreement has been, and each other Loan Document when
      delivered hereunder will have been, duly executed and delivered by each
      Loan Party party thereto. This Agreement is, and each other Loan Document
      when delivered hereunder will be, the legal, valid and binding obligation
      of each Loan Party party thereto, enforceable against such Loan Party in
      accordance with its terms.

            (f) There is no action, suit, investigation, litigation or
      proceeding affecting any Loan Party or any of its Subsidiaries, including
      any Environmental Action, pending or threatened before any Governmental
      Authority or arbitrator that (i) could be reasonably likely to have a
      Material Adverse Effect or (ii) purports to affect the legality, validity
      or enforceability of any Loan Document or the consummation of the
      transactions contemplated hereby.

            (g) The Consolidated balance sheet of the Borrower and its
      Subsidiaries as at October 25, 2002, and the related Consolidated and
      consolidating statements of income and Consolidated statement of cash
      flows of the Borrower and its Subsidiaries for the fiscal year then ended,
      accompanied by (in the case of Consolidated statements) an unqualified
      opinion of Ernst & Young, independent public accountants, and the
      Consolidated balance sheet of the Borrower and its Subsidiaries as at
      January 31, 2003, and the related Consolidated and consolidating
      statements of income and Consolidated statement of cash flows of the
      Borrower and its Subsidiaries for the three months then ended, duly
      certified by the Chief Financial Officer, copies of which have been
      furnished to each Lender Party, fairly present the Consolidated and
      consolidating financial condition of the Borrower and its Subsidiaries as
      at such dates and the Consolidated and consolidating results of operations
      of the Borrower and its Subsidiaries for the periods ended on such dates,
      all in accordance with generally accepted accounting principles applied on
      a consistent basis, and (i) for the period through the Effective Date,
      since October 25, 2002, and (ii) for the period after the Effective Date,
      since the Effective Date, there has been no Material Adverse Change.

            (h) The Consolidated pro forma balance sheet of the Borrower and its
      Subsidiaries as at January 31, 2003, and the related Consolidated and
      consolidating pro forma statements of income and cash flows of the
      Borrower and its Subsidiaries for the three months then ended, certified
      by the Chief Financial Officer, copies of which have been furnished to
      each Lender Party, fairly present the Consolidated and consolidating pro
      forma financial condition of the Borrower and its Subsidiaries as at such
      date and the Consolidated and consolidating pro forma results of
      operations of the Borrower and its Subsidiaries for the period ended on
      such date, in each case giving effect to the Acquisition and the
      transactions contemplated hereby, all in accordance with GAAP.

            (i) The Consolidated and consolidating forecasted balance sheets,
      statements of income and statement of cash flows of the Borrower and its
      Subsidiaries delivered to the Lender Parties pursuant to Section
      3.01(a)(xvii) or 5.03 were prepared in good faith on the basis of the
      assumptions stated therein, which assumptions were fair in light of the
      conditions existing at the time of delivery of such forecasts, and
      represented, at the time of delivery, the Borrower's best estimate of its
      future financial performance.

            (j) Reserved.

<PAGE>

            (k) The Borrower is not engaged in the business of extending credit
      for the purpose of purchasing or carrying Margin Stock, and no proceeds of
      any Advance or drawings under any Letter of Credit will be used to
      purchase or carry any Margin Stock or to extend credit to others for the
      purpose of purchasing or carrying any Margin Stock.

            (l) Neither any Loan Party nor any of its Subsidiaries is an
      "investment company", or an "affiliated person" of, or "promoter" or
      "principal underwriter" for, an "investment company", as such terms are
      defined in the Investment Company Act of 1940, as amended. Neither any
      Loan Party nor any of its Subsidiaries is a "holding company", or a
      "subsidiary company" of a "holding company", or an "affiliate" of a
      "holding company" or of a "subsidiary company" of a "holding company", as
      such terms are defined in the Public Utility Holding Company Act of 1935,
      as amended. Neither the making of any Advances, nor the issuance of any
      Letters of Credit, nor the application of the proceeds or repayment
      thereof by the Borrower, nor the consummation of the other transactions
      contemplated by the Loan Documents, will violate any provision of any such
      Act or any rule, regulation or order of the Securities and Exchange
      Commission thereunder.

            (m) Neither any Loan Party nor any of its Subsidiaries is a party to
      any indenture, loan or credit agreement or any lease or other agreement or
      instrument or subject to any charter (or constitutive) or corporate
      restriction that could be reasonably likely to have a Material Adverse
      Effect.

            (n) All filings and other actions necessary or desirable in the
      United States to perfect and protect the security interest in the
      Collateral created under the Collateral Documents as of the date hereof
      have been duly made or taken and are in full force and effect, other than
      the entering into of deposit account control agreements in accordance with
      Section 9-312(b)(1) and (2) of the UCC. The Collateral Documents create in
      favor of the Collateral Agent for the benefit of the Secured Parties a
      valid and, together with such filings and other actions, perfected first
      priority security interest in the Collateral to the extent such security
      interest can be perfected in the United States (except to the extent that
      deposits account control agreements have not been entered into and for the
      liens permitted under the Loan Documents) securing the payment of the
      Secured Obligations, and all filings and other actions necessary or
      desirable to perfect and protect such security interest in the United
      States have been duly taken. The Loan Parties are the legal and beneficial
      owners of the Collateral free and clear of any Lien, except for the liens
      and security interests created or permitted under the Loan Documents.

            (o) The Loan Parties and their Subsidiaries, taken as a whole, are
      Solvent.

            (p) (i) The operations and properties of each Loan Party and each of
      its Subsidiaries comply in all material respects with all applicable
      Environmental Laws and Environmental Permits, all past non-compliance with
      such Environmental Laws and Environmental Permits has been resolved
      without any material ongoing obligations or costs, and no circumstances
      exist that could be reasonably likely to (A) form the basis of an
      Environmental Action against any Loan Party or any of its Subsidiaries or
      any of their properties that could reasonably be expected to have a
      Material Adverse Effect or (B) cause any such property to be subject to
      any restrictions on ownership, occupancy, use or transferability under any
      Environmental Law.

            (ii) (A) None of the properties currently or formerly owned or
      operated by any Loan Party or any of its Subsidiaries is listed on the
      NPL, or on the CERCLIS, or, to the best of our knowledge, on any analogous
      foreign, state or local list, or, to the best of our knowledge, proposed
      for listing on the NPL or on the CERCLIS or any analogous foreign, state
      or local list; (B) except as individually or in the aggregate could not
      reasonably be expected to have a Material

<PAGE>

      Adverse Effect, there are no and never have been any underground or
      aboveground storage tanks or any surface impoundments, septic tanks, pits,
      sumps or lagoons in which Hazardous Materials are being or have been
      treated, stored or disposed on any property currently owned or operated by
      any Loan Party or any of its Subsidiaries or, to the best of its
      knowledge, on any property formerly owned or operated by any Loan Party or
      any of its Subsidiaries; (C) except as individually or in the aggregate
      could not reasonably be expected to have a Material Adverse Effect, there
      is no asbestos or asbestos-containing material on any property currently
      owned or operated by any Loan Party or any of its Subsidiaries; and (D)
      except as individually or in the aggregate could not reasonably be
      expected to have a Material Adverse Effect, Hazardous Materials have not
      been released, discharged or disposed of on any property currently or
      formerly owned or operated by any Loan Party or any of its Subsidiaries.

            (iii) Neither any Loan Party nor any of its Subsidiaries is
      undertaking, and has not completed, either individually or together with
      other potentially responsible parties, any investigation or assessment or
      remedial or response action relating to any actual or threatened release,
      discharge or disposal of Hazardous Materials at any site, location or
      operation, either voluntarily or pursuant to the order of any governmental
      or regulatory authority or the requirements of any Environmental Law that
      could reasonably be expected to have a Material Adverse Effect; and all
      Hazardous Materials generated, used, treated, handled or stored at, or
      transported to or from, any property currently or formerly owned or
      operated by any Loan Party or any of its Subsidiaries have been disposed
      of in a manner not reasonably expected to result in material liability to
      any Loan Party or any of its Subsidiaries.

            (q) (i) Neither any Loan Party nor any of its Subsidiaries is party
      to any tax sharing agreement other than a tax sharing agreement approved
      by the Required Lenders.

            (ii) Each Loan Party and each of its Subsidiaries and Affiliates has
      filed, has caused to be filed or has been included in all Tax Returns
      required to be filed and has paid all taxes shown thereon to be due,
      together with applicable interest and penalties.

            (iii) Set forth on Schedule 4.01(q) hereto is a complete and
      accurate list, as of the date hereof, of each taxable year of each Loan
      Party and each of its Subsidiaries and Affiliates for which Federal income
      tax returns have been filed and for which the expiration of the applicable
      statute of limitations for assessment or collection has not occurred by
      reason of extension or otherwise (an "OPEN YEAR").

            (iv) As of the date hereof, no issues have been raised by the
      Internal Revenue Service in any manner whatsoever, whether by proposed
      adjustment or otherwise, with respect to federal income tax liability of
      the Loan Parties of any of their respective Subsidiaries and Affiliates
      for any Open Years that, in the aggregate, could be reasonably likely to
      have a Material Adverse Effect.

            (v) As of the date hereof, no issues have been raised by any state,
      local and foreign taxing authority in any manner whatsoever, whether by
      proposed adjustment or otherwise, with respect to the state, local and
      foreign tax liability of the Loan Parties or any of their respective
      Subsidiaries and Affiliates for any Open Year that, in the aggregate,
      could be reasonably likely to have a Material Adverse Effect.

            (vi) The Acquisition will not be taxable to the Borrower or any of
      its Subsidiaries or Affiliates.

<PAGE>

            (vii) No "ownership change" as defined in Section 382(g) of the
      Internal Revenue Code, and no event that would result in the application
      of the "separate return limitation year" or "consolidated return change of
      ownership" limitations under the applicable Treasury Regulations, has
      occurred with respect to the Borrower.

            (r) Neither the business nor the properties of any Loan Party or any
      of its Subsidiaries are affected by any fire, explosion, accident, strike,
      lockout or other labor dispute, drought, storm, hail, earthquake, embargo,
      act of God or of the public enemy or other casualty (whether or not
      covered by insurance) that could be reasonably likely to have a Material
      Adverse Effect.

            (s) Set forth on Schedule 4.01(s) hereto is a complete and accurate
      list of all Existing Debt (other than Surviving Debt), showing as of the
      date hereof the obligor and the principal amount outstanding thereunder.

            (t) Set forth on Schedule 4.01(t) hereto is a complete and accurate
      list of all Surviving Debt, showing as of the date hereof the obligor and
      the principal amount outstanding thereunder, the maturity date thereof and
      the amortization schedule therefor.

            (u) Set forth on Schedule 4.01(u) hereto is a complete and accurate
      list of all Liens of each U.S. Loan Party on the property or assets
      located in the United States of any such Loan Party or any of its U.S.
      Subsidiaries , showing as of the date hereof the lienholder thereof, the
      principal amount of the obligations secured thereby and the property or
      assets of such Loan Party or such Subsidiary subject thereto.

            (v) Set forth on Schedule 4.01(v) hereto is a complete and accurate
      list of all real property owned by any Loan Party or any of its
      Subsidiaries, showing as of the date hereof the street address, county or
      other relevant jurisdiction, state, record owner and replacement value
      thereof. Each Loan Party or such Subsidiary has good, marketable and
      insurable fee simple title to such real property, free and clear of all
      Liens, other than Liens created or permitted by the Loan Documents.

            (w) Set forth on Schedule 4.01(w) hereto is a complete and accurate
      list of all leases of real property under which any Loan Party or any of
      its Subsidiaries is the lessee, showing as of the date hereof the street
      address, city or other relevant jurisdiction, state, lessor, lessee,
      expiration date and annual rental cost thereof. Each such lease that is
      material to the business of the Loan Parties is the legal, valid and
      binding obligation of the lessor thereof, enforceable in accordance with
      its terms.

            (x) Set forth on Schedule 4.01(x) hereto is a complete and accurate
      list of all Investments held by any Loan Party or any of its Subsidiaries
      on the date hereof, showing as of the date hereof the amount, obligor or
      issuer and maturity, if any, thereof.

            (y) Set forth on Schedule 4.01(y) hereto is a complete and accurate
      list of all U.S. patents, trademarks, trade names, service marks and
      copyrights, and all applications therefor and licenses thereof, of each
      U.S. Loan Party or any of its U.S. Subsidiaries, showing as of the date
      hereof, if registered, the jurisdiction in which registered, the
      registration number, the date of registration and the expiration date.

            (z) Set forth on Schedule 4.01(z) hereto is a complete and accurate
      list of all Material Contracts of each Loan Party and its Subsidiaries,
      showing as of the date hereof the parties, subject matter and term
      thereof. Each such Material Contract has been duly authorized, executed

<PAGE>

      and delivered by all parties thereto, has not been amended or otherwise
      modified, is in full force and effect and is binding upon and enforceable
      against all parties thereto in accordance with its terms, and there exists
      no default under any Material Contract by any party thereto.

            (aa) (i) No ERISA Event has occurred or is reasonably expected to
      occur with respect to any Plan.

                  (ii) Schedule B (Actuarial Information) to the most recent
            annual report (Form 5500 Series) for each Plan, copies of which have
            been filed with the Internal Revenue Service and furnished to the
            Lender Parties, is complete and accurate in all material respects
            and fairly presents the funding status of such Plan, and since the
            date of such Schedule B there has been no material adverse change in
            such funding status.

                  (iii) Neither any Loan Party nor any ERISA Affiliate has
            incurred or is reasonably expected to incur any material Withdrawal
            Liability to any Multiemployer Plan.

                  (iv) Neither any Loan Party nor any ERISA Affiliate has been
            notified by the sponsor of a Multiemployer Plan that such
            Multiemployer Plan is in reorganization or has been terminated,
            within the meaning of Title IV of ERISA, and no such Multiemployer
            Plan is reasonably expected to be in reorganization or to be
            terminated, within the meaning of Title IV of ERISA.

            (bb)The Obligations of the Borrower under this Agreement constitute
      "Senior Debt" and "Designated Senior Debt" under and for all purposes of
      the Senior Subordinated Indenture.

                                    ARTICLE V

                          COVENANTS OF THE LOAN PARTIES

      SECTION 5.01. Affirmative Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, each Loan Party will:

            (a) Compliance with Laws, Etc. Comply, and cause each of its
      Subsidiaries to comply, in all material respects, with all applicable
      laws, rules, regulations and orders, such compliance to include, without
      limitation, compliance with ERISA and the Racketeer Influenced and Corrupt
      Organizations Chapter of the Organized Crime Control Act of 1970, as
      amended, except to the extent that any non-compliance, individually or in
      the aggregate, could not reasonably be expected to have a Material Adverse
      Effect.

            (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
      Subsidiaries to pay and discharge, before the same shall become
      delinquent, (i) all material taxes, assessments and governmental charges
      or levies imposed upon it or upon its property and (ii) all lawful claims
      that, if unpaid, might by law become a Lien upon its property; provided,
      however, that neither the Borrower nor any of its Subsidiaries shall be
      required to pay or discharge any such tax, assessment, charge, levy or
      claim that is being contested in good faith and by appropriate proceedings
      and as to which adequate reserves in accordance with GAAP are being
      maintained, unless and until any Lien resulting therefrom attaches to its
      property and becomes enforceable against its other creditors.

<PAGE>

            (c) Compliance with Environmental Laws. Comply, and cause each of
      its Subsidiaries and all lessees and other Persons operating or occupying
      its properties to comply, in all material respects, with all applicable
      Environmental Laws and Environmental Permits; obtain and renew, and cause
      each of its Subsidiaries to obtain and renew, all Environmental Permits
      necessary for its operations and properties; and conduct, and cause each
      of its Subsidiaries to conduct, any investigation, study, sampling and
      testing, and undertake any cleanup, removal, remedial or other action
      necessary to remove and clean up all Hazardous Materials from any of its
      properties, in accordance with the requirements of all Environmental Laws;
      provided, however, that neither the Borrower nor any of its Subsidiaries
      shall be required to undertake any such cleanup, removal, remedial or
      other action to the extent that its obligation to do so is being contested
      in good faith and by proper proceedings and appropriate reserves are being
      maintained with respect to such circumstances.

            (d) Maintenance of Insurance. Maintain, and cause each of its
      Subsidiaries to maintain, insurance with responsible and reputable
      insurance companies or associations in such amounts and covering such
      risks as is usually carried by companies engaged in similar businesses and
      owning similar properties in the same general areas in which any Loan
      Party or any of its Subsidiaries operates.

            (e) Preservation of Corporate Existence, Etc. Preserve and maintain,
      and cause each of its Subsidiaries to preserve and maintain, its
      existence, legal structure, legal name, rights (charter and statutory),
      permits, licenses, approvals, privileges and franchises; provided,
      however, that the Borrower may consummate the Acquisition and any other
      merger or consolidation expressly permitted under Section 5.02(d) or
      liquidate or dissolve any Subsidiary that has no assets or has sold,
      disposed of or otherwise disposed of all of its assets to a Loan Party.

            (f) Visitation Rights. At any reasonable time and from time to time,
      upon reasonable notice, permit any of the Agents or any of the Lender
      Parties, or any agents or representatives thereof, to examine and make
      copies of and abstracts from the records and books of account of, and
      visit the properties of, the Borrower and any of its Subsidiaries, and to
      discuss the affairs, finances and accounts of the Borrower and any of its
      Subsidiaries with any of their officers or directors and with their
      independent certified public accountants, which shall be at the expense of
      the Borrower only if an Event of Default has occurred and is continuing.

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

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

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

            (j) Covenant to Guarantee Obligations. Upon the formation or
      acquisition of any new direct or indirect Domestic Subsidiaries by any
      Loan Party, then at the Borrower's expense, within 30 days after such
      formation or acquisition, cause each such Subsidiary, and cause each

<PAGE>

      direct and indirect parent of such Subsidiary that is formed under the
      laws of the United States (if it has not already done so), to duly execute
      and deliver to the Collateral Agent a guaranty or guaranty supplement, in
      form and substance satisfactory to the Collateral Agent, guaranteeing the
      other Loan Parties' obligations under the Loan Documents.

            (k) Further Assurances. (i) Promptly upon request by any Agent, or
      any Lender Party through the Administrative Agent, correct, and cause each
      of its Subsidiaries promptly to correct, any material defect or error that
      may be discovered in any Loan Document or in the execution,
      acknowledgment, filing or recordation thereof, and

            (ii) Promptly upon request by any Agent, or any Lender Party through
      the Administrative Agent, do, execute, acknowledge, deliver, record,
      re-record, file, re-file, register and re-register any and all such
      further acts, deeds, conveyances, pledge agreements, mortgages (to the
      extent required), deeds of trust (to the extent required), trust deeds (to
      the extent required), assignments, financing statements and continuations
      thereof, termination statements, notices of assignment, transfers,
      certificates, assurances and other instruments as any Agent, or any Lender
      Party through the Administrative Agent, may reasonably require from time
      to time in order to (A) carry out more effectively the purposes of the
      Loan Documents, (B) to the fullest extent permitted by applicable law,
      subject any Loan Party's or any of its Subsidiaries' properties, assets,
      rights or interests to the Liens now or hereafter intended to be covered
      by any of the Collateral Documents, (C) perfect and maintain the validity,
      effectiveness and priority of any of the Collateral Documents and any of
      the Liens intended to be created thereunder and (D) assure, convey, grant,
      assign, transfer, preserve, protect and confirm more effectively unto the
      Secured Parties the rights granted or now or hereafter intended to be
      granted to the Secured Parties under any Loan Document or under any other
      instrument executed in connection with any Loan Document to which any Loan
      Party or any of its Subsidiaries is or is to be a party, and cause each of
      its Subsidiaries to do so; provided, that the provisions of this clause
      (ii) shall only apply to Collateral to the extent pledged in favor of the
      Administrative Agent on or prior to the Amendment No. 3 Effective Date.

            (l) Performance of Acquisition Documents. Perform and observe, and
      cause each of its Subsidiaries to perform and observe, all of the terms
      and provisions of each Acquisition Document to be performed or observed by
      it, maintain each such Acquisition Document in full force and effect,
      enforce such Acquisition Document in accordance with its terms, take all
      such action to such end as may be from time to time reasonably requested
      by the Administrative Agent and, upon request of the Administrative Agent,
      make to each other party to each such Acquisition Document such demands
      and requests for information and reports or for action as any Loan Party
      or any of its Subsidiaries is entitled to make under such Acquisition
      Document.

            (m) Compliance with Terms of Leaseholds. Make all payments and
      otherwise perform all obligations in respect of all leases of real
      property to which the Borrower or any of its Subsidiaries is a party, keep
      such leases in full force and effect and not allow such leases to lapse or
      be terminated or any rights to renew such leases to be forfeited or
      cancelled, notify the Administrative Agent of any default by any party
      with respect to such leases and cooperate with the Administrative Agent in
      all respects to cure any such default, and cause each of its Subsidiaries
      to do so, except, in any case, where the failure to do so, either
      individually or in the aggregate, could not be reasonably likely to have a
      Material Adverse Effect.

            (n) Cash Concentration Accounts. Within three months of the date
      hereof, maintain, and cause each of its Subsidiaries to maintain, main
      cash concentration accounts with a Lender Party.

<PAGE>

            (o) Performance of Material Contracts. Perform and observe all the
      terms and provisions of each Material Contract to be performed or observed
      by it, maintain each such Material Contract in full force and effect,
      enforce each such Material Contract in accordance with its terms, take all
      such action to such end as may be from time to time requested by the
      Administrative Agent and, upon request of the Administrative Agent, make
      to each other party to each such Material Contract such demands and
      requests for information and reports or for action as any Loan Party or
      any of its Subsidiaries is entitled to make under such Material Contract,
      and cause each of its Subsidiaries to do so, except, in any case, where
      the failure to do so, either individually or in the aggregate, could not
      be reasonably likely to have a Material Adverse Effect.

      SECTION 5.02. Negative Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will not, at any time:

            (a) Liens, Etc. Create, incur, assume or suffer to exist, or permit
      any of its Subsidiaries to create, incur, assume or suffer to exist, any
      Lien on or with respect to any of its properties of any character
      (including, without limitation, accounts) whether now owned or hereafter
      acquired, or sign or file or suffer to exist, or permit any of its
      Subsidiaries to sign or file or suffer to exist, under the Uniform
      Commercial Code of any jurisdiction, a financing statement that names the
      Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist,
      or permit any of its Subsidiaries to sign or suffer to exist, any security
      agreement authorizing any secured party thereunder to file such financing
      statement, or assign, or permit any of its Subsidiaries to assign, any
      accounts or other right to receive income, except:

                  (i) Liens created under the Loan Documents;

                  (ii) Permitted Liens;

                  (iii) Liens existing on the date hereof and described on
            Schedule 4.01(u) hereto and, with respect to any Liens described on
            Schedule 4.01(u) that secure Surviving Debt, any extensions,
            renewals or replacements of such Liens in connection with
            refinancing or replacement of Surviving Debt permitted under Section
            5.02(b)(iii)(D) provided that no such Lien shall extend to or cover
            any additional property;

                  (iv) purchase money Liens upon or in real property or
            equipment acquired or held by the Borrower or any of its
            Subsidiaries in the ordinary course of business to secure the
            purchase price of such property or equipment or to secure Debt
            incurred solely for the purpose of financing the acquisition,
            construction or improvement of any such property or equipment to be
            subject to such Liens, or Liens existing on any such property or
            equipment at the time of acquisition (other than any such Liens
            created in contemplation of such acquisition that do not secure the
            purchase price), or extensions, renewals or replacements of any of
            the foregoing for the same or a lesser amount; provided, however,
            that no such Lien shall extend to or cover any property other than
            the property or equipment (and, to the extent segregated and
            identifiable, the proceeds thereof) being acquired, constructed or
            improved, and no such extension, renewal or replacement shall extend
            to or cover any property not theretofore subject to the Lien being
            extended, renewed or replaced; and provided further that the
            aggregate principal amount of the Debt secured by Liens permitted by
            this clause (iv) shall not exceed the amount permitted under Section
            5.02(b)(iii)(B) at any time outstanding;

<PAGE>

                  (v) Liens arising in connection with Capitalized Leases of the
            Borrower permitted under Section 5.02(b)(iii)(C); provided that no
            such Lien shall extend to or cover any Collateral or assets other
            than the assets subject to such Capitalized Leases;

                  (vi) Liens on the assets of any Person that becomes a
            Subsidiary of the Borrower securing Debt permitted under Section
            5.02 (b)(iii)(E) (other than Liens incurred solely in contemplation
            of such Person becoming a Subsidiary of the Borrower); and

                  (vii) other Liens securing Debt of the Borrower outstanding in
            an aggregate principal amount not to exceed $30,000,000; provided
            that no such Lien shall extend to or cover any Collateral or may be
            granted when any Default shall have occurred and be continuing.

            (b) Debt. Create, incur, assume or suffer to exist, or permit any of
      its Subsidiaries to create, incur, assume or suffer to exist, any Debt,
      except:

                  (i) in the case of the Borrower,

                        (A) Debt in respect of Hedge Agreements designed to
                  hedge against fluctuations in interest rates or foreign
                  exchange rates, and not for speculative purposes, incurred in
                  the ordinary course of business and consistent with prudent
                  business practice,

                        (B) Debt owed to a wholly owned Subsidiary of the
                  Borrower, which Debt (x) shall be on subordinated terms
                  reasonably acceptable to the Administrative Agent and (y)
                  shall be evidenced by promissory notes in form and substance
                  reasonably satisfactory to the Administrative Agent,

                        (C) Debt in respect of the Senior Subordinated Notes, in
                  an aggregate principal amount not to exceed $175,000,000 or,
                  if the Senior Subordinated Notes are not issued, Debt in
                  respect of the Bridge Loans in an aggregate principal amount
                  not to exceed $85,000,000, and

                        (D) Debt in respect of the Senior Notes, in an aggregate
                  principal amount not to exceed $100,000,000.

                  (ii) in the case of any Subsidiary of the Borrower, Debt owed
            to the Borrower or to a wholly owned Subsidiary of the Borrower,
            provided that, in each case, such Debt (x) shall be on terms
            reasonably acceptable to the Administrative Agent and (y) shall be
            evidenced by promissory notes in form and substance reasonably
            satisfactory to the Administrative Agent; and

                  (iii) in the case of the Borrower and its Subsidiaries,

                        (A) Debt under the Loan Documents (which, in the case of
                  Secured Hedge Agreements, should be consistent with the terms
                  of Section 5.02(b)(i)(A)),

                        (B) Debt secured by Liens permitted by Section
                  5.02(a)(iv) not to exceed in the aggregate $30,000,000 at any
                  time outstanding,

<PAGE>

                        (C) Capitalized Leases not to exceed in the aggregate
                  $50,000,000 at any time outstanding,

                        (D) the Surviving Debt, and any Debt extending the
                  maturity of, or refunding or refinancing, in whole or in part,
                  any Surviving Debt and any Debt in respect of the Senior
                  Subordinated Notes or the Senior Notes, provided that the
                  terms of any such extending, refunding or refinancing Debt,
                  and of any agreement entered into and of any instrument issued
                  in connection therewith, are not otherwise prohibited by the
                  Loan Documents, provided further that the principal amount of
                  such Surviving Debt or Debt in respect of the Senior
                  Subordinated Notes or the Senior Notes shall not be increased
                  above the principal amount thereof outstanding immediately
                  prior to such extension, refunding or refinancing, and the
                  direct and contingent obligors therefor shall not be changed,
                  as a result of or in connection with such extension, refunding
                  or refinancing, provided still further that the terms relating
                  to principal amount, amortization, maturity, collateral (if
                  any) and subordination (if any), and other material terms
                  taken as a whole, of any such extending, refunding or
                  refinancing Debt, and of any agreement entered into and of any
                  instrument issued in connection therewith, are no less
                  favorable in any material respect to the Loan Parties or the
                  Lender Parties than the terms of any agreement or instrument
                  governing the Debt being extended, refunded or refinanced and
                  the interest rate applicable to any such extending, refunding
                  or refinancing Debt does not exceed the then applicable market
                  interest rate,

                        (E) Debt of any Person that becomes a Subsidiary of the
                  Borrower after the date hereof in accordance with the terms of
                  Section 5.02(f) which Debt does not exceed $5,000,000 in the
                  aggregate and is existing at the time such Person becomes a
                  Subsidiary of the Borrower (other than Debt incurred solely in
                  contemplation of such Person becoming a Subsidiary of the
                  Borrower),

                        (F) Contingent Obligations in respect of Debt or other
                  obligations of a Loan Party,

                        (G) unsecured Subordinated Debt; provided that no Event
                  of Default shall then exist or would exist after giving effect
                  to the incurrence thereof on a pro forma basis; provided that
                  for purposes of determining pro forma compliance with the
                  financial covenants set forth in Section 5.04, with respect to
                  the issuance of any Subordinated Debt in connection with the
                  consummation of an acquisition permitted hereunder, the EBITDA
                  of the target of such acquisition for the previous four fiscal
                  quarters shall be included in the applicable calculations, and

                        (H) unsecured Debt of the Borrower not otherwise
                  permitted under this Section 5.02(b) in an aggregate principal
                  amount not to exceed $235,000,000 at any time outstanding and
                  to be incurred only so long as no Default has occurred and is
                  continuing.

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

            (d) Mergers, Etc. Merge into or consolidate with any Person or
      permit any Person to merge into it, or permit any of its Subsidiaries to
      do so, except that:

<PAGE>

                  (i) the Borrower may consummate the Acquisition;

                  (ii) any Subsidiary of the Borrower may merge into or
            consolidate with any other Subsidiary of the Borrower, provided
            that, in the case of any such merger or consolidation, the Person
            formed by such merger or consolidation shall be a wholly owned
            Subsidiary of the Borrower, provided further that, in the case of
            any such merger or consolidation to which a Subsidiary Guarantor is
            a party, the Person formed by such merger or consolidation shall be
            a Subsidiary Guarantor;

                  (iii) in connection with any sale or other disposition
            permitted under Section 5.02(e)(v), any Subsidiary of the Borrower
            may merge into or consolidate with any other Person or permit any
            other Person to merge into or consolidate with it;

                  (iv) any merger of a Subsidiary of the Borrower, pursuant to
            which the survivor is a Subsidiary Guarantor, in order to consummate
            an Investment expressly permitted in Section 5.03(f)(viii) or (ix);

                  (v) any merger of a Subsidiary Guarantor into the Borrower so
            long as the survivor is the Borrower;

      provided, however, that in each case, immediately before and after giving
      effect thereto, no Default shall have occurred and be continuing.

            (e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise
      dispose of, or permit any of its Subsidiaries to sell, lease, transfer or
      otherwise dispose of, any assets, or grant any option or other right to
      purchase, lease or otherwise acquire any assets, except:

                  (i) sales of Inventory in the ordinary course of its business
            and the granting of any option or other right to purchase, lease or
            otherwise acquire Inventory in the ordinary course of its business;

                  (ii) in a transaction authorized by Section 5.02(d)(ii);

                  (iii) sales, transfers or other dispositions of assets among
            the Borrower and Subsidiary Guarantors or among a Subsidiary
            Guarantor and other Subsidiary Guarantors;

                  (iv) so long as no Default has occurred is continuing, the
            sale of the stock or assets of W.A. Whitney Co., W.A. Whitney Italia
            Co. or Excellon Automation Co. and their respective direct and
            indirect Subsidiaries for fair market value;

                  (v) the sale of any assets by the Borrower or any Subsidiary
            (other than a bulk sale of Inventory and a sale of Receivables other
            than delinquent accounts for collection purposes only) pursuant to
            one asset sale or a series of related asset sales so long as (A) no
            Default has occurred and is continuing, (B) the purchase price paid
            to the Borrower or such Subsidiary for such asset shall be no less
            than the fair market value of such asset at the time of such sale,
            (C) the purchase price for such asset shall be paid to the Borrower
            or such Subsidiary shall consist of at least 40% cash (other than in
            connection with asset sales involving aggregate Investments not
            exceeding $10,000,000 in the aggregate at any time) and (D) the
            aggregate purchase price paid to the Borrower or any Subsidiary for
            any such assets shall not exceed $50,000,000;

<PAGE>

                  (vi) sales, transfers and dispositions of assets by any
            Subsidiary Guarantor to any Subsidiary that is not a Subsidiary
            Guarantor (A) if the terms of such sale, transfer or disposition,
            and consideration therefor, are on an arm's-length basis, would be
            fair and reasonable for non-Affiliated transactions and are for 100%
            cash or (B) to the extent permitted by Section 5.02(f); and

                  (vii) so long as no Default shall occur and be continuing, the
            grant of any option or other right to purchase any asset in a
            transaction that would be permitted under the provisions of clause
            (iv) or (v) above.

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

                  (i) (A) equity Investments by the Borrower and its
            Subsidiaries in their Subsidiaries outstanding on the Amendment No.
            3 Effective Date, (B) additional equity Investments in Loan Parties
            and equity Investments in newly-formed, wholly-owned Subsidiaries
            that become Subsidiary Guarantors upon formation thereof, (C)
            additional equity Investments in wholly owned Subsidiaries that are
            not Loan Parties in an aggregate amount invested from the Amendment
            No. 3 Effective Date not to exceed $50,000,000 and (D) equity
            Investments by Subsidiaries that are not Subsidiary Guarantors in
            Subsidiaries;

                  (ii) loans and advances to employees in the ordinary course of
            the business of the Borrower and its Subsidiaries as presently
            conducted in an aggregate principal amount not to exceed $1,000,000
            at any time outstanding;

                  (iii) Investments by the Borrower and its Subsidiaries in Cash
            Equivalents;

                  (iv) Investments existing on the date hereof and described on
            Schedule 4.01(x) hereto;

                  (v) Investments by the Borrower in Hedge Agreements permitted
            under Section 5.02(b);

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

                  (vii) Contingent Obligations permitted under Section
            5.02(b)(iii)(F);

                  (viii) the purchase or other acquisition of all of the Equity
            Interests in, or all or a substantial portion of the property and
            assets of or line of business, division or product line of, any
            Person that, upon the consummation thereof, will be wholly owned
            directly by the Borrower or one or more of its wholly owned
            Subsidiaries (including, without limitation, as a result of a merger
            or consolidation); provided that, with respect to each purchase or
            other acquisition made pursuant to this clause (viii):

                        (A) any such newly created or acquired Subsidiary shall
                  comply with the requirements of Section 5.01(j);

                        (B) the lines of business of the Person to be (or the
                  property and assets of which are to be) so purchased or
                  otherwise acquired shall be

<PAGE>

                  substantially the same lines of business as one or more of the
                  principal businesses of the Borrower and its Subsidiaries in
                  the ordinary course;

                        (C) such purchase or other acquisition shall not include
                  or result in any contingent liabilities that could reasonably
                  be expected to be material to the business, financial
                  condition, operations or prospects of the Borrower and its
                  Subsidiaries, taken as a whole (as determined in good faith by
                  the board of directors (or the persons performing similar
                  functions) of the Borrower or such Subsidiary if the board of
                  directors is otherwise approving such transaction and, in each
                  other case, by a Responsible Officer);

                        (D) (1) immediately before and immediately after giving
                  pro forma effect to any such purchase or other acquisition, no
                  Default shall have occurred and be continuing and (2) (a)
                  immediately after giving effect to such purchase or other
                  acquisition, the Borrower and its Subsidiaries shall be in pro
                  forma compliance with all of the covenants set forth in
                  Section 5.04, such compliance to be determined on the basis of
                  the financial information most recently delivered to the
                  Administrative Agent pursuant to Section 5.03 as though such
                  purchase or other acquisition had been consummated as of the
                  first day of the fiscal period covered thereby and (b) the
                  Administrative Agent shall have received, with respect to any
                  such purchase or other acquisition or series of related
                  purchases or acquisitions, the total cash and noncash
                  consideration (excluding Equity Interests of the Borrower)
                  paid by or on behalf of the Borrower and its Subsidiaries for
                  which exceeds $50,000,000, (i) within 30 days after the
                  consummation of such purchase or acquisition, a description of
                  each Person so purchased or acquired, (ii) within 30 days
                  after the consummation of such purchase or acquisition, a copy
                  of summary financial information and, to the extent available,
                  audited financial statements of each Person so purchased or
                  acquired for the quarter and year most recently ended and
                  (iii) prior to the consummation of such purchase or
                  acquisition, a certificate from the Borrower certifying that
                  immediately after giving effect to such purchase or other
                  acquisition, the Borrower and its Subsidiaries shall be in pro
                  forma compliance with all of the covenants set forth in
                  Section 5.04; and

                        (E) the Borrower shall have delivered to the
                  Administrative Agent, on behalf of the Lender Parties, at
                  least five Business Days prior to the date on which any such
                  purchase or other acquisition is to be consummated, a
                  certificate of a Responsible Officer, in form and substance
                  reasonably satisfactory to the Administrative Agent,
                  certifying that all of the requirements set forth in this
                  clause (viii) have been satisfied or will be satisfied on or
                  prior to the consummation of such purchase or other
                  acquisition; and

                  (ix) Investments by the Borrower and its Subsidiaries not
            otherwise permitted under this Section 5.02(f) in an aggregate
            amount not to exceed $50,000,000 at any time outstanding; provided
            that, with respect to each Investment made pursuant to this clause
            (ix):

                        (A) such Investment shall not include or result in any
                  contingent liabilities that could reasonably be expected to be
                  material to the business, financial condition, operations or
                  prospects of the Borrower and its Subsidiaries, taken as a
                  whole (as determined in good faith by the board of directors
                  (or

<PAGE>

                  persons performing similar functions) of the Borrower or such
                  Subsidiary if the board of directors is otherwise approving
                  such transaction and, in each other case, by a Responsible
                  Officer);

                        (B) such Investment shall be in property and assets
                  which are part of, or in lines of business which are,
                  substantially the same lines of business as one or more of the
                  principal businesses of the Borrower and its Subsidiaries in
                  the ordinary course;

                        (C) any determination of the amount of such Investment
                  shall include all cash and noncash consideration (including,
                  without limitation, the fair market value of all Equity
                  Interests issued or transferred to the sellers thereof
                  (excluding Equity Interests of the Borrower), all indemnities,
                  earnouts and other contingent payment obligations to, and the
                  aggregate amounts paid or to be paid under noncompete,
                  consulting and other affiliated agreements with, the sellers
                  thereof, all write-downs of property and assets and reserves
                  for liabilities with respect thereto and all assumptions of
                  debt, liabilities and other obligations in connection
                  therewith) paid by or on behalf of the Borrower and its
                  Subsidiaries in connection with such Investment; and

                        (D) immediately before and immediately after giving pro
                  forma effect to any such purchase or other acquisition, no
                  Default shall have occurred and be continuing.

                  (x) (A) The Borrower may equitize up to $24,000,000 of the
            principal amount owed to it by Esterline Technologies Denmark ApS
            under the demand promissory note dated October 30, 2012, (B) Weston
            Aerospace may equitize up to (pound)44,000,000 of the principal
            amount owed to it by Angelchance Limited under the demand promissory
            note dated the date hereof, (C) Esterline Technologies Acquisition
            Limited may equitize up to (pound)950,000 of the principal amount
            owed to it by Angelchance Limited under the demand promissory note
            dated the date hereof, each referred to in Schedule 4.01(x) hereto
            and (D) additional equitization of intercompany Debt approved by the
            Administrative Agent, which approval shall not be unreasonably
            withheld.

            (g) Restricted Payments. Declare or pay any dividends, purchase,
      redeem, retire, defease or otherwise acquire for value any of its Equity
      Interests now or hereafter outstanding, return any capital to its
      stockholders, partners or members (or the equivalent Persons thereof) as
      such, make any distribution of assets, Equity Interests, obligations or
      securities to its stockholders, partners or members (or the equivalent
      Persons thereof) as such (each of the foregoing a "Restricted Payment"),
      or permit any of its Subsidiaries to do any of the foregoing, or permit
      any of its Subsidiaries to purchase, redeem, retire, defease or otherwise
      acquire for value any Equity Interests in the Borrower or to issue or sell
      any Equity Interests therein, except dividends payable to the Borrower;
      provided, that the Borrower shall be permitted to make Restricted Payments
      in an aggregate amount not to exceed $10,000,000 in any 12-month period so
      long as no Default or Event of Default shall then exist or would exist
      after giving effect to such Restricted Payment.

            (h) Amendments of Constitutive Documents. Amend, or permit any of
      its Subsidiaries to amend, its certificate of incorporation or bylaws or
      other constitutive or governing documents other than amendments that could
      not be reasonably expected to have a Material Adverse Effect or adversely
      affect the rights and interests of the Lender Parties.

<PAGE>

            (i) Accounting Changes. Make or permit, or permit any of its
      Subsidiaries to make or permit, any change in (i) accounting policies or
      reporting practices, except as required by generally accepted accounting
      principles, or (ii) Fiscal Year.

            (j) Prepayments, Etc., of Debt. (A) Prepay, redeem, purchase,
      defease or otherwise satisfy prior to the scheduled maturity thereof in
      any manner, or make any payment in violation of any subordination terms
      of, the Senior Subordinated Notes, or (B) amend, modify or change in any
      manner any term or condition of or relating to the Senior Notes, any
      Surviving Debt, the Senior Subordinated Indenture or, if the Bridge Loans
      are issued, the Bridge Loan Documentation in any manner that would (1)
      increase the interest rate or change (to earlier dates) the dates upon
      which principal and interest are due thereon; (2) alter the redemption,
      prepayment or subordination provisions thereof; (3) alter the covenants or
      events of default in a manner that would make such provisions more onerous
      or restrictive to the Borrower or any such Subsidiary; or (4) otherwise
      increase the obligations of the Borrower or any Subsidiary thereunder, or
      permit any of its Subsidiaries to do any of the foregoing, other than to
      prepay any Debt payable to the Borrower or a Subsidiary Guarantor.

            (k) Amendment, Etc., of Acquisition Documents. Cancel or terminate
      any Acquisition Document or consent to or accept any cancellation or
      termination thereof, amend, modify or change in any manner any term or
      condition of any Acquisition Document or give any consent, waiver or
      approval thereunder, waive any default under or any breach of any term or
      condition of any Acquisition Document, agree in any manner to any other
      amendment, modification or change of any term or condition of any
      Acquisition Document or take any other action in connection with any
      Acquisition Document that would materially impair the value of the
      interest or rights of any Loan Party thereunder or that would impair the
      rights or interests of any Agent or any Lender Party, or permit any of its
      Subsidiaries to do any of the foregoing.

            (l) Negative Pledge. Enter into or suffer to exist, or permit any of
      its Subsidiaries to enter into or suffer to exist, any agreement
      prohibiting or conditioning the creation or assumption of any Lien upon
      any of its property or assets except (i) in favor of the Secured Parties,
      (ii) in connection with (A) any Debt incurred under the Senior
      Subordinated Indenture, the Bridge Loan Documentation or the Senior Notes
      (or any refinancing thereof permitted under Section 5.02(b)(iii)(D)), (B)
      any Surviving Debt as in effect on the Effective Date (or any refinancing
      thereof permitted under Section 5.02(b)(iii)(D)), (C) any purchase money
      Debt permitted by Section 5.02(b)(iii)(B) solely to the extent that the
      agreement or instrument governing such Debt prohibits a Lien on the
      property acquired with the proceeds of such Debt, (D) any Capitalized
      Lease permitted by Section 5.02(b)(iii)(C) solely to the extent that such
      Capitalized Lease prohibits a Lien on the property subject thereto, or (E)
      any Debt outstanding on the date any Subsidiary of the Borrower becomes
      such a Subsidiary (so long as such agreement was not entered into solely
      in contemplation of such Subsidiary becoming a Subsidiary of the
      Borrower), (iii) agreements relating to prohibitions on easements, rights
      of way or other encumbrances on title to real property and (iv) customary
      provisions in leases in the ordinary course of business.

            (m) Partnerships, Etc. Become a general partner in any general or
      limited partnership or joint venture, or permit any of its Subsidiaries to
      do so.

            (n) Speculative Transactions. Engage, or permit any of its
      Subsidiaries to engage, in any transaction involving commodity options or
      futures contracts or any similar speculative transactions.

<PAGE>

            (o) Formation of Subsidiaries. Organize or invest, or permit any of
      its Subsidiaries to organize or invest, in any new Subsidiary except (i)
      as permitted under Section 5.02(f)(i), (viii) or (ix) or (ii) if the new
      Subsidiary is a Subsidiary Guarantor and complies with the requirement of
      a Subsidiary Guarantor set forth herein.

            (p) Payment Restrictions Affecting Subsidiaries. Directly or
      indirectly, enter into or suffer to exist, or permit any of its
      Subsidiaries to enter into or suffer to exist, any agreement or
      arrangement limiting the ability of any of its Subsidiaries to declare or
      pay dividends or other distributions in respect of its Equity Interests or
      repay or prepay any Debt owed to, make loans or advances to, or otherwise
      transfer assets to or invest in, the Borrower or any Subsidiary of the
      Borrower (whether through a covenant restricting dividends, loans, asset
      transfers or investments, a financial covenant or otherwise), except (i)
      the Senior Subordinated Indenture, (ii) the Loan Documents, (iii) any
      agreement or instrument evidencing Surviving Debt and (iv) any agreement
      in effect at the time such Subsidiary becomes a Subsidiary of the
      Borrower, so long as such agreement was not entered into solely in
      contemplation of such Person becoming a Subsidiary of the Borrower.

            (q) Amendment, Etc., of Material Contracts. Cancel or terminate any
      Material Contract or consent to or accept any cancellation or termination
      thereof, amend or otherwise modify any Material Contract or give any
      consent, waiver or approval thereunder, waive any default under or breach
      of any Material Contract, agree in any manner to any other amendment,
      modification or change of any term or condition of any Material Contract
      or take any other action in connection with any Material Contract that
      would impair the value of the interest or rights of any Loan Party
      thereunder or that would impair the interest or rights of any Agent or any
      Lender Party, or permit any of its Subsidiaries to do any of the
      foregoing, unless, so long as no Event of Default has occurred and is
      continuing, such cancellation, termination, consent, acceptance,
      amendment, modification, waiver, approval, agreement or action could not
      reasonably be expected to result in a Material Adverse Effect.

      SECTION 5.03. Reporting Requirements. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will furnish to the Agents and the Lender
Parties:

            (a) Default Notice. As soon as possible and in any event within
      three Business Days after the occurrence of each Default or any event,
      development or occurrence reasonably likely to have a Material Adverse
      Effect continuing on the date of such statement, a statement of the Chief
      Financial Officer setting forth details of such Default or such event,
      development or occurrence and the action that the Borrower has taken and
      proposes to take with respect thereto.

            (b) Annual Financials. As soon as available and in any event within
      90 days after the end of each Fiscal Year, a copy of the annual audit
      report for such year for the Borrower and its Subsidiaries, including
      therein a Consolidated balance sheet of the Borrower and its Subsidiaries
      as of the end of such Fiscal Year and a Consolidated statement of income
      and a Consolidated statement of cash flows of the Borrower and its
      Subsidiaries for such Fiscal Year, in each case accompanied by an opinion
      acceptable to the Required Lenders of Ernst & Young or other independent
      public accountants of recognized standing acceptable to the Required
      Lenders, together with (i) a certificate of such accounting firm to the
      Lender Parties stating that in the course of the regular audit of the
      business of the Borrower and its Subsidiaries, which audit was conducted
      by such accounting firm in accordance with generally accepted auditing
      standards, such accounting firm has obtained no knowledge that a Default
      has occurred and is continuing, or

<PAGE>

      if, in the opinion of such accounting firm, a Default has occurred and is
      continuing, a statement as to the nature thereof, (ii) a schedule in form
      satisfactory to the Administrative Agent of the computations used by such
      accountants in determining, as of the end of such Fiscal Year, compliance
      with the covenants contained in Section 5.04, provided that in the event
      of any change in GAAP used in the preparation of such financial
      statements, the Borrower shall also provide, if necessary for the
      determination of compliance with Section 5.04, a statement of
      reconciliation conforming such financial statements to GAAP and (iii) a
      certificate of the Chief Financial Officer stating that no Default has
      occurred and is continuing or, if a Default has occurred and is
      continuing, a statement as to the nature thereof and the action that the
      Borrower has taken and proposes to take with respect thereto.

            (c) Quarterly Financials. As soon as available and in any event
      within 45 days after the end of each of the first three quarters of each
      Fiscal Year, Consolidated and consolidating balance sheets of the Borrower
      and its Subsidiaries as of the end of such quarter and Consolidated and
      consolidating statements of income and a Consolidated statement of cash
      flows of the Borrower and its Subsidiaries for the period commencing at
      the end of the previous Fiscal Quarter and ending with the end of such
      Fiscal Quarter and Consolidated and consolidating statements of income and
      a Consolidated statement of cash flows of the Borrower and its
      Subsidiaries for the period commencing at the end of the previous Fiscal
      Year and ending with the end of such quarter, setting forth in each case
      in comparative form the corresponding figures for the corresponding date
      or period of the preceding Fiscal Year, all in reasonable detail and duly
      certified (subject to normal year-end audit adjustments) by the Chief
      Financial Officer as having been prepared in accordance with GAAP,
      together with (i) a certificate of said officer stating that no Default
      has occurred and is continuing or, if a Default has occurred and is
      continuing, a statement as to the nature thereof and the action that the
      Borrower has taken and proposes to take with respect thereto and (ii) a
      schedule in form satisfactory to the Administrative Agent of the
      computations used by the Borrower in determining compliance with the
      covenants contained in Section 5.04, provided that in the event of any
      change in GAAP used in the preparation of such financial statements, the
      Borrower shall also provide, if necessary for the determination of
      compliance with Section 5.04, a statement of reconciliation conforming
      such financial statements to GAAP.

            (d) Reserved.

            (e) Litigation. Promptly after the commencement thereof, notice of
      all actions, suits, investigations, litigation and proceedings before any
      Governmental Authority affecting any Loan Party or any of its Subsidiaries
      of the type described in Section 4.01(f).

            (f) Securities Reports. Promptly after the sending or filing
      thereof, copies of all proxy statements, financial statements and reports
      that any Loan Party or any of its Subsidiaries sends to its stockholders,
      and copies of all regular, periodic and special reports, and all
      registration statements, that any Loan Party or any of its Subsidiaries
      files with the Securities and Exchange Commission or any governmental
      authority that may be substituted therefor, or with any national
      securities exchange.

            (g) Creditor Reports. Promptly after the furnishing thereof, copies
      of any statement or report furnished to any holder of Debt securities of
      any Loan Party or of any of its Subsidiaries pursuant to the terms of any
      indenture, loan or credit or similar agreement and not otherwise required
      to be furnished to the Lender Parties pursuant to any other clause of this
      Section 5.03.

<PAGE>

            (h) Agreement Notices. Promptly upon receipt thereof, copies of all
      notices, requests and other documents received by any Loan Party or any of
      its Subsidiaries under or pursuant to any Acquisition Document or Material
      Contract or instrument, indenture, loan or credit or similar agreement
      regarding or related to any breach or default by any party thereto or any
      other event that could materially impair the value of the interests or the
      rights of any Loan Party or otherwise have a Material Adverse Effect and
      copies of any amendment, modification or waiver of any provision of any
      Acquisition Document or Material Contract or instrument, indenture, loan
      or credit or similar agreement and, from time to time upon request by the
      Administrative Agent, such information and reports regarding the
      Acquisition Documents, the Material Contracts and such instruments,
      indentures and loan and credit and similar agreements as the
      Administrative Agent may reasonably request.

            (i) Revenue Agent Reports. Within 10 days after receipt, copies of
      all Revenue Agent Reports (Internal Revenue Service Form 886), or other
      written proposals of the Internal Revenue Service, that propose, determine
      or otherwise set forth positive adjustments to the Federal income tax
      liability of the affiliated group (within the meaning of Section
      1504(a)(1) of the Internal Revenue Code) of which the Borrower is a member
      aggregating $1,000,000 or more.

            (j) Notice as to Certain Tax Matters. Promptly after any such
      determination, notice of the Borrower's determination to take any action
      inconsistent with the last two sentences of Section 8.10.

            (k) Environmental Conditions. Promptly after the assertion or
      occurrence thereof, notice of any Environmental Action against or of any
      noncompliance by any Loan Party or any of its Subsidiaries with any
      Environmental Law or Environmental Permit that could reasonably be
      expected to have a Material Adverse Effect.

            (l) Insurance. As soon as available and in any event within 30 days
      after the end of each Fiscal Year, a certificate evidencing the insurance
      coverage (specifying type, amount and carrier) in effect for each Loan
      Party and its Subsidiaries and containing such additional information as
      any Agent, or any Lender Party through the Administrative Agent, may
      reasonably specify.

            (m) Other Information. Such other information respecting the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of any Loan Party or any of its Subsidiaries as
      any Agent, or any Lender Party through the Administrative Agent, may from
      time to time reasonably request.

            (n) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly and in
      any event within 10 days after any Loan Party or any ERISA Affiliate knows
      or has reason to know that any ERISA Event has occurred, a statement of
      the Chief Financial Officer of the Borrower describing such ERISA Event
      and the action, if any, that such Loan Party or such ERISA Affiliate has
      taken and proposes to take with respect thereto and (B) on the date any
      records, documents or other information must be furnished to the PBGC with
      respect to any Plan pursuant to Section 4010 of ERISA, a copy of such
      records, documents and information.

            (ii) Plan Terminations. Promptly and in any event within three
      Business Days after receipt thereof by any Loan Party or any ERISA
      Affiliate, copies of each notice from the PBGC stating its intention to
      terminate any Plan or to have a trustee appointed to administer any Plan.

<PAGE>

            (iii) Plan Annual Reports. Promptly and in any event within 30 days
      after the filing thereof with the Internal Revenue Service, copies of each
      Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
      with respect to each Plan.

            (iv) Multiemployer Plan Notices. Promptly and in any event within
      ten Business Days after receipt thereof by any Loan Party or any ERISA
      Affiliate from the sponsor of a Multiemployer Plan, copies of each notice
      concerning (A) the imposition of Withdrawal Liability by any such
      Multiemployer Plan, (B) the reorganization or termination, within the
      meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the
      amount of liability incurred, or that may be incurred, by such Loan Party
      or any ERISA Affiliate in connection with any event described in clause
      (A) or (B).

      SECTION 5.04. Financial Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will:

            (a) Maximum Leverage Ratio. Maintain for each Measurement Period a
      maximum Leverage Ratio of not more than 4.00:1.00, as measured on the last
      day of each Fiscal Quarter.

            (b) Interest Coverage Ratio. Maintain for each Measurement Period an
      Interest Coverage Ratio of not less than 3.00:1.00, as measured on the
      last day of each Fiscal Quarter.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

            (a) (i) the Borrower shall fail to pay any principal of any Advance
      when the same shall become due and payable or (ii) the Borrower shall fail
      to pay any interest on any Advance, or any Loan Party shall fail to make
      any other payment under any Loan Document, in each case under this clause
      (ii) within 3 Business Days after the same shall become due and payable;
      or

            (b) any representation or warranty made by any Loan Party (or any of
      its officers) under or in connection with any Loan Document shall prove to
      have been incorrect in any material respect when made; or

            (c) the Borrower shall fail to perform or observe any term, covenant
      or agreement contained in Section 2.14, 5.01(e), (f), (i) or (j), 5.02,
      5.03 or 5.04; or

            (d) any Loan Party shall fail to perform or observe any other term,
      covenant or agreement contained in any Loan Document on its part to be
      performed or observed if such failure shall remain unremedied for 30 days
      after the earlier of the date on which (i) a Responsible Officer of the
      Borrower becomes aware of such failure or (ii) written notice thereof
      shall have been given to the Borrower by any Agent or any Lender Party; or

            (e) any Loan Party or any of its Subsidiaries shall fail to pay any
      principal of, premium or interest on or any other amount payable in
      respect of any Debt of such Loan Party or such

<PAGE>

      Subsidiary (as the case may be) that is outstanding in a principal amount
      (or, in the case of any Hedge Agreement, an Agreement Value) of at least
      $20,000,000 either individually or in the aggregate for all such Loan
      Parties and Subsidiaries (but excluding Debt outstanding hereunder), when
      the same becomes due and payable (whether by scheduled maturity, required
      prepayment, acceleration, demand or otherwise), and such failure shall
      continue after the applicable grace period, if any, specified in the
      agreement or instrument relating to such Debt; or any other event shall
      occur or condition shall exist under any agreement or instrument relating
      to any such Debt and shall continue after the applicable grace period, if
      any, specified in such agreement or instrument, if the effect of such
      event or condition is to accelerate, or to permit the acceleration of, the
      maturity of such Debt or otherwise to cause, or to permit the holder
      thereof to cause, such Debt to mature; or any such Debt shall be declared
      to be due and payable or required to be prepaid or redeemed (other than by
      a regularly scheduled required prepayment or redemption), purchased or
      defeased, or an offer to prepay, redeem, purchase or defease such Debt
      shall be required to be made, in each case prior to the stated maturity
      thereof; or

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

            (g) any judgments or orders, either individually or in the
      aggregate, for the payment of money in excess of $20,000,000 shall be
      rendered against any Loan Party or any of its Subsidiaries and either (i)
      enforcement proceedings shall have been commenced and not stayed or
      discontinued by any creditor upon such judgment or order or (ii) there
      shall be any period of 10 consecutive days during which a stay of
      enforcement of such judgment or order, by reason of a pending appeal or
      otherwise, shall not be in effect; provided, however, that any such
      judgment or order shall not give rise to an Event of Default under this
      Section 6.01(g) if and for so long as (A) the amount of such judgment or
      order is covered by a valid and binding policy of insurance between the
      defendant and the insurer, which shall be rated at least "A" by A.M. Best
      Company, covering full payment thereof and (B) such insurer has been
      notified, and has not disputed the claim made for payment, of the amount
      of such judgment or order; or

            (h) any non-monetary judgment or order shall be rendered against any
      Loan Party or any of its Subsidiaries that could be reasonably likely to
      have a Material Adverse Effect, and there shall be any period of 10
      consecutive days during which a stay of enforcement of such judgment or
      order, by reason of a pending appeal or otherwise, shall not be in effect;
      or

            (i) any provision of any Loan Document after delivery thereof
      pursuant to Section 3.01 or 5.01(j) shall for any reason cease to be valid
      and binding on or enforceable against any Loan Party party to it, or any
      such Loan Party shall so state in writing; or

<PAGE>

            (j) any Collateral Document or financing statement after delivery
      thereof pursuant to Section 3.01 or 5.01(j) shall for any reason (other
      than any failure to act on the part of the Collateral Agent to the extent
      an action by the Collateral Agent would be required to perfect a security
      interest) cease to create a valid and perfected first priority lien
      (except to the extent any liens permitted under Section 5.02(a)(ii) would
      be superior by application of law) on and security interest in the
      Collateral purported to be covered thereby as of Amendment No. 3 Effective
      Date; or

            (k) any ERISA Event shall have occurred with respect to a Plan and
      the sum (determined as of the date of occurrence of such ERISA Event) of
      the Insufficiency of such Plan and the Insufficiency of any and all other
      Plans with respect to which an ERISA Event shall have occurred and then
      exist (or the liability of the Loan Parties and the ERISA Affiliates
      related to such ERISA Event) exceeds $5,000,000 unless any other agreement
      or instrument governing Material Debt sets forth a lower amount, then such
      amount; or

            (l) any Loan Party or any ERISA Affiliate shall have been notified
      by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
      Liability to such Multiemployer Plan in an amount that, when aggregated
      with all other amounts required to be paid to Multiemployer Plans by the
      Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined
      as of the date of such notification), exceeds $5,000,000 unless any other
      agreement or instrument governing Material Debt sets forth a lower amount,
      then such lower amount or requires payments exceeding $1,000,000 per
      annum, unless any other agreement or instrument governing Material Debt
      sets forth a lower amount, then such lower amount; or

            (m) any Loan Party or any ERISA Affiliate shall have been notified
      by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
      reorganization or is being terminated, within the meaning of Title IV of
      ERISA, and as a result of such reorganization or termination the aggregate
      annual contributions of the Loan Parties and the ERISA Affiliates to all
      Multiemployer Plans that are then in reorganization or being terminated
      have been or will be increased over the amounts contributed to such
      Multiemployer Plans for the plan years of such Multiemployer Plans
      immediately preceding the plan year in which such reorganization or
      termination occurs by an amount exceeding $5,000,000 unless any other
      agreement or instrument governing Material Debt sets forth a lower amount,
      then such lower amount; or

            (n) any default under, or an "Event of Default" as defined in, the
      Senior Subordinated Indenture shall have occurred and be continuing under
      Senior Subordinated Indenture; or

            (o) a Change of Control shall occur;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare all or any portion of the Commitments of each Lender Party and the
obligation of each Lender Party to make Advances (other than Letter of Credit
Advances by the Issuing Bank or a Revolving Credit Lender pursuant to Section
2.03(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section
2.02(b)) and of the Issuing Bank to issue Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, by notice to the Borrower,
declare all or any portion of the Notes, all interest thereon and all other
amounts payable under this Agreement and the other Loan Documents (other than
Secured Hedge Agreements unless the applicable Hedge Bank otherwise agrees) to
be forthwith due and payable, whereupon all or such portion, as applicable, of
the Notes, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by

<PAGE>

the Borrower; provided, however, that in the event of an actual or deemed entry
of an order for relief with respect to the Borrower under the Federal Bankruptcy
Code, (x) the Commitments of each Lender Party and the obligation of each Lender
Party to make Advances (other than Letter of Credit Advances by the Issuing Bank
or a Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line Advances
by a Revolving Credit Lender pursuant to Section 2.02(b)) and of the Issuing
Bank to issue Letters of Credit shall automatically be terminated and (y) the
Notes, all such interest and all such amounts shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Borrower.

      SECTION 6.02. Actions in Respect of the Letters of Credit upon Default. If
any Event of Default shall have occurred and be continuing, the Administrative
Agent may, or shall at the request of the Required Lenders, irrespective of
whether it is taking any of the actions described in Section 6.01 or otherwise,
make demand upon the Borrower to, and forthwith upon such demand the Borrower
will, pay to the Collateral Agent on behalf of the Lender Parties in same day
funds at the Collateral Agent's office designated in such demand, for deposit in
the Deposit Account, an amount equal to the aggregate Available Amount of all
Letters of Credit then outstanding. If at any time the Administrative Agent or
the Collateral Agent determines that any funds held in the Deposit Account are
subject to any right or claim of any Person other than the Agents and the Lender
Parties or that the total amount of such funds is less than the aggregate
Available Amount of all Letters of Credit, the Borrower will, forthwith upon
demand by the Administrative Agent or the Collateral Agent, pay to the
Collateral Agent, as additional funds to be deposited and held in the Deposit
Account, an amount equal to the excess of (a) such aggregate Available Amount
over (b) the total amount of funds, if any, then held in the Deposit Account
that the Administrative Agent or the Collateral Agent, as the case may be,
determines to be free and clear of any such right and claim. Upon the drawing of
any Letter of Credit for which funds are on deposit in the Deposit Account, such
funds shall be applied to reimburse the Issuing Bank or Revolving Credit
Lenders, as applicable, to the extent permitted by applicable law.

                                   ARTICLE VII

                                   THE AGENTS

      SECTION 7.01. Authorization and Action. Each Lender Party (in its
capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank
(if applicable) and on behalf of itself and its Affiliates as potential Hedge
Banks) hereby appoints and authorizes each Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement and
the other Loan Documents as are delegated to such Agent by the terms hereof and
thereof, together with such powers and discretion as are reasonably incidental
thereto. As to any matters not expressly provided for by the Loan Documents
(including, without limitation, enforcement or collection of the Notes), no
Agent shall be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Required Lenders
(or, if required hereby, all Lenders), and such instructions shall be binding
upon all Lender Parties and all holders of Notes; provided, however, that no
Agent shall be required to take any action that exposes such Agent to personal
liability or that is contrary to this Agreement or applicable law. Each Agent
agrees to give to each Lender Party prompt notice of each notice given to it by
the Borrower pursuant to the terms of this Agreement.

      SECTION 7.02. Agents' Reliance, Etc. Neither any Agent nor any of their
respective directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
the Loan Documents, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, each Agent:
(a) may treat the

<PAGE>

payee of any Note as the holder thereof until, in the case of the Administrative
Agent, the Administrative Agent receives and accepts an Assignment and
Acceptance entered into by the Lender that is the payee of such Note, as
assignor, and an Eligible Assignee, as assignee, or, in the case of any other
Agent, such Agent has received notice from the Administrative Agent that it has
received and accepted such Assignment and Acceptance, in each case as provided
in Section 8.07; (b) may consult with legal counsel (including counsel for any
Loan Party), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (c)
makes no warranty or representation to any Lender Party and shall not be
responsible to any Lender Party for any statements, warranties or
representations (whether written or oral) made in or in connection with the Loan
Documents; (d) shall not have any duty to ascertain or to inquire as to the
performance, observance or satisfaction of any of the terms, covenants or
conditions of any Loan Document on the part of any Loan Party or the existence
at any time of any Default under the Loan Documents or to inspect the property
(including the books and records) of any Loan Party; (e) shall not be
responsible to any Lender Party for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; and (f) shall incur no liability under or
in respect of any Loan Document by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telegram, telecopy or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

      SECTION 7.03. Wachovia and Affiliates. With respect to its Commitments,
the Advances made by it and the Notes issued to it, if any, Wachovia shall have
the same rights and powers under the Loan Documents as any other Lender Party
and may exercise the same as though it were not an Agent; and the term "Lender
Party" or "Lender Parties" shall, unless otherwise expressly indicated, include
Wachovia in its individual capacity. Wachovia and its affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, any Loan Party, any of its Subsidiaries and any Person that may do
business with or own securities of any Loan Party or any such Subsidiary, all as
if Wachovia was not an Agent and without any duty to account therefor to the
Lender Parties. No Agent shall have any duty to disclose any information
obtained or received by it or any of its Affiliates relating to any Loan Party
or any of its Subsidiaries to the extent such information was obtained or
received in any capacity other than as such Agent.

      SECTION 7.04. Lender Party Credit Decision. Each Lender Party acknowledges
that it has, independently and without reliance upon any Agent or any other
Lender Party and based on the financial statements referred to in Section 4.01
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender Party
also acknowledges that it will, independently and without reliance upon any
Agent or any other Lender Party and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement.

      SECTION 7.05. Indemnification. (a) Each Lender Party severally agrees to
indemnify each Agent (to the extent not reimbursed by the Borrower) from and
against such Lender Party's ratable share (determined as provided below) of any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against such Agent
in any way relating to or arising out of the Loan Documents or any action taken
or omitted by such Agent under the Loan Documents (collectively, the
"INDEMNIFIED COSTS"); provided, however, that no Lender Party shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Agent's gross negligence or willful misconduct as found in a final,

<PAGE>

non-appealable judgment by a court of competent jurisdiction. Without limitation
of the foregoing, each Lender Party agrees to reimburse each Agent promptly upon
demand for its ratable share of any costs and expenses (including, without
limitation, fees and expenses of counsel) payable by the Borrower under Section
8.04, to the extent that such Agent is not promptly reimbursed for such costs
and expenses by the Borrower. In the case of any investigation, litigation or
proceeding giving rise to any Indemnified Costs, this Section 7.05 applies
whether any such investigation, litigation or proceeding is brought by any
Lender Party or any other Person.

            (b) Each Lender Party severally agrees to indemnify the Issuing Bank
(to the extent not reimbursed by the Borrower) from and against such Lender
Party's ratable share (determined as provided below) of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Issuing Bank in any way relating to or
arising out of the Loan Documents or any action taken or omitted by the Issuing
Bank under the Loan Documents; provided, however, that no Lender Party shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Issuing Bank's gross negligence or willful misconduct as found in a
final, non-appealable judgment by a court of competent jurisdiction. Without
limitation of the foregoing, each Lender Party agrees to reimburse the Issuing
Bank promptly upon demand for its ratable share of any costs and expenses
(including, without limitation, fees and expenses of counsel) payable by the
Borrower under Section 8.04, to the extent that the Issuing Bank is not promptly
reimbursed for such costs and expenses by the Borrower.

            (c) For purposes of this Section 7.05, the Lender Parties'
respective ratable shares of any amount shall be determined, at any time,
according to the sum of (i) the aggregate principal amount of the Advances
outstanding at such time and owing to the respective Lender Parties, (ii) their
respective Pro Rata Shares of the aggregate Available Amount of all Letters of
Credit outstanding at such time and (iii) the aggregate unused portions of their
respective Revolving Credit Commitments at such time; provided that the
aggregate principal amount of Swing Line Advances owing to the Swing Line Bank
and of Letter of Credit Advances owing to the Issuing Bank shall be considered
to be owed to the Revolving Credit Lenders ratably in accordance with their
respective Revolving Credit Commitments. The failure of any Lender Party to
reimburse any Agent or the Issuing Bank, as the case may be, promptly upon
demand for its ratable share of any amount required to be paid by the Lender
Parties to such Agent or the Issuing Bank, as the case may be, as provided
herein shall not relieve any other Lender Party of its obligation hereunder to
reimburse such Agent or the Issuing Bank, as the case may be, for its ratable
share of such amount, but no Lender Party shall be responsible for the failure
of any other Lender Party to reimburse such Agent or the Issuing Bank, as the
case may be, for such other Lender Party's ratable share of such amount. Without
prejudice to the survival of any other agreement of any Lender Party hereunder,
the agreement and obligations of each Lender Party contained in this Section
7.05 shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under the other Loan Documents.

      SECTION 7.06. Successor Agents. Any Agent may resign at any time by giving
written notice thereof to the Lender Parties and the Borrower and may be removed
at any time with or without cause by the Required Lenders; provided, however,
that any removal of the Administrative Agent will not be effective until it has
also been replaced as Collateral Agent, Swing Line Bank and Issuing Bank and
released from all of its obligations in respect thereof. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lender Parties, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States or of any State thereof and

<PAGE>

having a combined capital and surplus of at least $250,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent and, in
the case of a successor Collateral Agent, upon the execution and filing or
recording of such financing statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as the Required
Lenders may request, in order to continue the perfection of the Liens granted or
purported to be granted by the Collateral Documents, such successor Agent shall
succeed to and become vested with all the rights, powers, discretion, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations under the Loan Documents. If within 45 days
after written notice is given of the retiring Agent's resignation or removal
under this Section 7.06 no successor Agent shall have been appointed and shall
have accepted such appointment, then on such 45th day (a) the retiring Agent's
resignation or removal shall become effective, (b) the retiring Agent shall
thereupon be discharged from its duties and obligations under the Loan Documents
and (c) the Required Lenders shall thereafter perform all duties of the retiring
Agent under the Loan Documents until such time, if any, as the Required Lenders
appoint a successor Agent as provided above. After any retiring Agent's
resignation or removal hereunder as Agent shall have become effective, the
provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

      SECTION 7.07. Bookrunner/ Co-Arranger, Co-Arranger, Syndication Agent and
Documentation Agent Have No Liability. It is understood and agreed that none of
the Bookrunner/ Co-Arranger, the Co-Arranger, the Syndication Agent or the
Documentation Agent have any duties, responsibilities or liabilities under this
Agreement whatsoever.

                                  ARTICLE VIII

                                 MISCELLANEOUS

      SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of
this Agreement or the Notes or any other Loan Document (other than Secured Hedge
Agreements), nor consent to any departure by the Borrower or any other Loan
Party therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders (or by the Administrative Agent on
their behalf upon its receipt of the consent thereof) and the Borrower or the
applicable Loan Party, as the case may be, and acknowledged by the
Administrative Agent, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided,
however, that no such amendment, waiver or consent shall:

            (a) waive any of the conditions, in the case of the Initial
      Extension of Credit, specified in Section 3.02, without the written
      consent of each Lender (other than any Lender that is, at such time, a
      Defaulting Lender);

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

            (c) postpone any date scheduled for any payment of principal or
      interest under Section 2.04 or 2.07, or any date fixed by the
      Administrative Agent for the payment of fees or other amounts due to the
      Lenders (or any of them) hereunder or under any other Loan Document,
      without the written consent of each Lender directly affected thereby;

            (d) reduce the principal of, or the rate of interest specified
      herein on, any Advance or L/C Disbursement, or (subject to clause (v) of
      the second proviso to this Section 8.01) any fees or other amounts payable
      hereunder or under any other Loan Document, or change the manner of
      computation of any financial ratio (including any change in any applicable
      defined term) used in

<PAGE>

      determining the Applicable Margin that would result in a reduction of any
      interest rate on any Loan or any fee payable hereunder without the written
      consent of each Lender directly affected thereby; provided, however, that
      only the consent of the Required Lenders shall be necessary (i) to amend
      the definition of "Default Rate" or to waive any obligation of the
      Borrower to pay interest at the Default Rate or (ii) to amend any
      financial covenant hereunder (or any defined term used therein) even if
      the effect of such amendment would be to reduce the rate of interest on
      any Advance or L/C Disbursement or to reduce any fee payable hereunder;

            (e) change the order of application of any prepayment of Loans
      between the Facilities from the application thereof set forth in the
      applicable provisions of Section 2.06(a) and (b) respectively, in any
      manner that materially and adversely affects the Lenders under such
      Facilities;

            (f) change any provision of this Section 8.01 without the written
      consent of each Lender, or change (i) the definition of "Required Lenders"
      without the written consent of each Lender or (ii) any other provision
      hereof specifying the number or percentage of Lenders required to amend,
      waive or otherwise modify any rights hereunder or make any determination
      or grant any consent hereunder, without the written consent of each
      Lender;

            (g) release all or substantially all of the Collateral in any
      transaction or series of related transactions, without the written consent
      of each Lender; or

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

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Bank, in addition to the Lenders required
above, affect the rights or duties of the Issuing Bank under this Agreement or
any Letter of Credit Application relating to any Letter of Credit issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of, or any fees or other amounts payable to,
the Administrative Agent under this Agreement or any other Loan Document; (iii)
no amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Bank in addition to the Lenders required above, affect the rights or duties
of the Swing Line Bank under this Agreement; (iv) Section 8.07(k) may not be
amended, waived or otherwise modified without the consent of each Granting
Lender all or any part of whose Advances are being funded by an SPC at the time
of such amendment, waiver or other modification; and (v) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto. Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

      SECTION 8.02. Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including fax or e-mail communication) and
mailed, e-mailed, faxed or delivered, if to the Borrower, at its address at 500
108th Avenue NE, Bellevue, Washington 98004, Attention: Chief Financial Officer;
if to any Initial Lender Party, at its Domestic Lending Office specified
opposite its name on Schedule I hereto; if to any other Lender Party, at its
Domestic Lending Office specified in the Assignment and Acceptance pursuant to
which it became a Lender Party; if to the Administrative Agent or the Collateral
Agent, at its address at 201 South College Street, Charlotte Plaza 8th Floor,
Charlotte, North Carolina 28288, Attention: Agency Services; or, as to any
party, at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and other communications shall,
when mailed, e-mailed or faxed, be effective when deposited in the mails or

<PAGE>

transmitted by fax or e-mail, except that notices and communications to any
Agent pursuant to Article II, III or VII shall not be effective until received
by such Agent. Delivery by fax of an executed counterpart of a signature page to
any amendment or waiver of any provision of this Agreement or the Notes or of
any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of an original executed counterpart thereof. Electronic mail and
Internet and intranet websites may be used by the Administrative Agent and/or
the Agents to distribute communications, such as financial statements and other
information as provided in Section 5.03, and to distribute Loan Documents for
execution by the parties thereto, and the Administrative Agent and the Agents
shall not be responsible for any losses, costs, expenses and liabilities that
may arise by reason of the use thereof, except for their own gross negligence or
willful misconduct. The Administrative Agent and the Lenders shall be entitled
to rely and act upon any notices (including telephonic notices) purportedly
given by or on behalf of the Borrower even if (a) such notices were not made in
a manner specified herein, were incomplete or were not preceded or followed by
any form of notice specified herein, or (b) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Borrower shall
indemnify each Agent and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower in accordance with this
Agreement, other than, with respect to any Agent or Lender, the losses, costs,
expenses and liabilities that result from the gross negligence or willful
misconduct of such Agent or Lender. All telephonic notices to and other
communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

      SECTION 8.03. No Waiver; Remedies; Entire Agreement. No failure on the
part of any Lender Party or any Agent to exercise, and no delay in exercising,
any right hereunder or under any Note or any other Loan Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law. This Agreement and the other Loan Documents constitute
the entire agreement of the parties with respect hereto.

      SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on demand
(i) all costs and expenses of each Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of, or any
consent or waiver under, the Loan Documents (including, without limitation, (A)
all due diligence, collateral review, arrangement, syndication, transportation,
computer, duplication, appraisal, audit, insurance, consultant, search, filing
and recording fees and expenses and (B) the reasonable fees and expenses of
counsel for each Agent with respect thereto, with respect to advising such Agent
as to its rights and responsibilities, or the perfection, protection,
interpretation or preservation of rights or interests, under the Loan Documents,
with respect to negotiations with any Loan Party or with other creditors of any
Loan Party or any of its Subsidiaries arising out of any Default or any events
or circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy, insolvency
or other similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto) and (ii) all costs and expenses of each Agent and
each Lender Party in connection with the enforcement of the Loan Documents,
whether in any action, suit or litigation, or any bankruptcy, insolvency or
other similar proceeding affecting creditors' rights generally (including,
without limitation, the reasonable fees and expenses of counsel for the
Administrative Agent and each Lender Party with respect thereto). The Borrower
further agrees to pay any stamp or other taxes that may be payable in connection
with the execution or delivery of any Loan Document.

            (b) The Borrower agrees to indemnify, defend and save and hold
harmless each Agent, each Lender Party and each of their Affiliates and their
respective officers, directors, employees, agents and advisors (each, an
"INDEMNIFIED PARTY") from and against, and shall pay on demand, any and all
claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and

<PAGE>

expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation or proceeding or preparation of a defense in connection therewith)
(i) the Facilities, the actual or proposed use of the proceeds of the Advances
or the Letters of Credit, the Loan Documents or any of the transactions
contemplated thereby, including, without limitation, any acquisition or proposed
acquisition (including, without limitation, the Acquisition) by the Borrower or
any of its Subsidiaries or Affiliates of all or any portion of the Equity
Interests in or Debt securities or substantially all of the assets of the
Company or any of its Subsidiaries or (ii) the actual or alleged presence of
Hazardous Materials on any property of any Loan Party or any of its Subsidiaries
or any Environmental Action relating in any way to any Loan Party or any of its
Subsidiaries, except to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 8.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by any Loan Party, its directors, shareholders or
creditors or an Indemnified Party or any other Person, whether or not any
Indemnified Party is otherwise a party thereto and whether or not the
Acquisition or the transactions contemplated hereby are consummated. The
Borrower also agrees not to assert any claim against any Agent, any Lender Party
or any of their Affiliates, or any of their respective officers, directors,
employees, agents and advisors, on any theory of liability, for special,
indirect, consequential or punitive damages arising out of or otherwise relating
to the Facilities, the actual or proposed use of the proceeds of the Advances or
the Letters of Credit, the Loan Documents or any of the transactions
contemplated by the Loan Documents.

            (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender Party
other than on the last day of the Interest Period for such Advance, as a result
of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d),
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any
other reason, or by an Eligible Assignee to a Lender Party other than on the
last day of the Interest Period for such Advance upon an assignment of rights
and obligations under this Agreement pursuant to Section 8.07 as a result of a
demand by the Borrower pursuant to Section 8.07(a), or if the Borrower fails to
make any payment or prepayment of an Advance for which a notice of prepayment
has been given or that is otherwise required to be made, whether pursuant to
Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such
Lender Party (with a copy of such demand to the Administrative Agent), pay to
the Administrative Agent for the account of such Lender Party any amounts
required to compensate such Lender Party for any additional losses, costs or
expenses that it may reasonably incur as a result of such payment or Conversion
or such failure to pay or prepay, as the case may be, including, without
limitation, any loss (including loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender Party to fund or maintain such Advance.

            (d) If any Loan Party fails to pay when due any costs, expenses or
other amounts payable by it under any Loan Document, including, without
limitation, fees and expenses of counsel and indemnities, such amount may be
paid on behalf of such Loan Party by the Administrative Agent or any Lender
Party, in its sole discretion.

            (e) Without prejudice to the survival of any other agreement of any
Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section
8.04 shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under any of the other Loan Documents.

      SECTION 8.05. Right of Set-off. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01

<PAGE>

to authorize the Administrative Agent to declare the Notes due and payable
pursuant to the provisions of Section 6.01 or otherwise with the consent of the
Required Lenders, each Agent and each Lender Party and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Agent, such Lender Party
or such Affiliate to or for the credit or the account of the Borrower against
any and all of the Obligations of the Borrower now or hereafter existing under
the Loan Documents, irrespective of whether such Agent or such Lender Party
shall have made any demand under this Agreement or such Note or Notes and
although such Obligations may be unmatured. Each Agent and each Lender Party
agrees promptly to notify the Borrower after any such set-off and application;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Agent and each
Lender Party and their respective Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Agent, such Lender Party and their respective Affiliates may
have.

      SECTION 8.06. Binding Effect. This Agreement shall become effective when
it shall have been executed by the Borrower and each Agent and the
Administrative Agent shall have been notified by each Initial Lender Party that
such Initial Lender Party has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrower, each Agent and each Lender Party and
their respective successors and assigns, except that the Borrower shall not have
the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lender Parties.

      SECTION 8.07. Assignments and Participations. (a) Each Lender may and, so
long as no Default shall have occurred and be continuing, if demanded by the
Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12)
upon at least five Business Days' notice to such Lender and the Administrative
Agent will, assign to one or more Eligible Assignees all or a portion of its
rights and obligations under this Agreement and the other Loan Documents
(including, without limitation, all or a portion of its Commitment or
Commitments, the Advances owing to it and the Note or Notes held by it);
provided, however, that (i) except in the case of an assignment to a Person
that, immediately prior to such assignment, was a Lender, an Affiliate of any
Lender or an Approved Fund of any Lender or an assignment of all of a Lender's
rights and obligations under this Agreement, the aggregate amount of the
Commitments being assigned to such Eligible Assignee pursuant to such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than $1,000,000 (or, in each case, such
lesser amount as shall be approved by the Administrative Agent and, so long as
no Default shall have occurred and be continuing at the time of effectiveness of
such assignment, the Borrower) under each Facility for which a Commitment is
being assigned, (ii) each such assignment shall be to an Eligible Assignee and
(iii) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note or Notes subject to such
assignment and (except in the case of an assignment to a Person that,
immediately prior to such assignment, was an Affiliate or an Approved Fund of
the assigning Lender) a processing and recordation fee of $3,500.

            (b) Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in such Assignment and Acceptance, (i)
the assignee thereunder shall be a party hereto and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender or the Issuing Bank,
as the case may be, hereunder and (ii) the Lender or the Issuing Bank assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
(other than its rights under Sections 2.10, 2.12 and 8.04 to the extent any
claim thereunder relates to an event arising prior to such assignment) and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the remaining portion

<PAGE>

of an assigning Lender's or the Issuing Bank's rights and obligations under this
Agreement, such Lender or the Issuing Bank shall cease to be a party hereto).

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

            (d) The Administrative Agent shall maintain at its address referred
to in Section 8.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lender Parties and the Commitment under each Facility of, and principal
amount of the Advances owing under each Facility to, each Lender Party from time
to time (the "REGISTER"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the Agents
and the Lender Parties may treat each Person whose name is recorded in the
Register as a Lender Party hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Agent or any
Lender Party at any reasonable time and from time to time upon reasonable prior
notice.

            (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender Party and an assignee, together with any Note or Notes subject
to such assignment, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit C
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Borrower and each other Agent. In the case of any assignment by a Lender, within
five Business Days after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the surrendered Note or Notes a new Note to the order of such Eligible Assignee
in an amount equal to the Commitment assumed by it under each Facility pursuant
to such Assignment and Acceptance and, if any assigning Lender has retained a
Commitment hereunder under such Facility, a new Note to the order of such
assigning Lender in an amount equal to the Commitment retained by it hereunder.
Such new Note or Notes shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered Note or Notes, shall be dated the
effective date of such Assignment

<PAGE>

and Acceptance and shall otherwise be in substantially the form of Exhibit A-1
or A-2 hereto, as the case may be.

            (f) The Issuing Bank may assign to an Eligible Assignee all of its
rights and obligations under the undrawn portion of its Letter of Credit
Commitment at any time; provided, however, that (i) each such assignment shall
be to an Eligible Assignee and (ii) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with a
processing and recordation fee of $3,500.

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

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

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

            (j) Notwithstanding anything to the contrary contained herein, any
Lender that is a fund that invests in bank loans may create a security interest
in all or any portion of the Advances owing to it and the Note or Notes held by
it to the trustee for holders of obligations owed, or securities issued, by such
fund as security for such obligations or securities, provided, that unless and
until such trustee actually becomes a Lender in compliance with the other
provisions of this Section 8.07, (i) no such pledge shall release the pledging
Lender from any of its obligations under the Loan Documents and (ii) such
trustee shall not be entitled to exercise any of the rights of a Lender under
the Loan Documents even though such trustee may have acquired ownership rights
with respect to the pledged interest through foreclosure or otherwise.

      SECTION 8.08. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed

<PAGE>

shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery by fax of an executed
counterpart of a signature page to this Agreement shall be effective as delivery
of an original executed counterpart of this Agreement.

      SECTION 8.09. No Liability of the Issuing Bank. The Borrower assumes all
risks of the acts or omissions of any beneficiary or transferee of any Letter of
Credit with respect to its use of such Letter of Credit. Neither the Issuing
Bank nor any of its officers or directors shall be liable or responsible for:
(a) the use that may be made of any Letter of Credit or any acts or omissions of
any beneficiary or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by the Issuing Bank against presentation of
documents that do not comply with the terms of a Letter of Credit, including
failure of any documents to bear any reference or adequate reference to the
Letter of Credit; or (d) any other circumstances whatsoever in making or failing
to make payment under any Letter of Credit, except that the Borrower shall have
a claim against the Issuing Bank, and the Issuing Bank shall be liable to the
Borrower, to the extent of any direct, but not consequential, damages suffered
by the Borrower that the Borrower proves were caused by (i) the Issuing Bank's
willful misconduct or gross negligence as determined in a final, non-appealable
judgment by a court of competent jurisdiction in determining whether documents
presented under any Letter of Credit comply with the terms of the Letter of
Credit or (ii) the Issuing Bank's willful failure to make lawful payment under a
Letter of Credit after the presentation to it of a draft and certificates
strictly complying with the terms and conditions of the Letter of Credit. In
furtherance and not in limitation of the foregoing, the Issuing Bank may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary.

      SECTION 8.10. Confidentiality. Neither any Agent nor any Lender Party
shall disclose any Confidential Information to any Person without the consent of
the Borrower, other than (a) to such Agent's or such Lender Party's Affiliates
and their officers, directors, employees, agents and advisors and to actual or
prospective Eligible Assignees and participants, and then only on a confidential
basis, (b) as required by any law, rule or regulation or judicial process, (c)
as requested or required by any state, Federal or foreign authority or examiner
(including the National Association of Insurance Commissioners or any similar
organization or quasi-regulatory authority) regulating such Lender Party, (d) to
any rating agency when required by it, provided that, prior to any such
disclosure, such rating agency shall undertake to preserve the confidentiality
of any Confidential Information relating to the Loan Parties received by it from
such Lender Party, (e) in connection with any litigation or proceeding to which
such Agent or such Lender Party or any of its Affiliates may be a party or (f)
in connection with the exercise of any right or remedy under this Agreement or
any other Loan Document; provided, that, any Agent and any Lender Party (and
each employee, representative or other agent of such Agent or such Lender Party,
as applicable) may disclose to any and all Persons, without limitation of any
kind, the "tax treatment" and "tax structure" (in each case, within the meaning
of Treasury Regulation Section 1.6011-4) of the Acquisition and the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Agent or such Lender Party relating to
such tax treatment and tax structure, except that, with respect to any document
or similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
proviso shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Acquisition and the
transactions contemplated hereby. The Borrower does not intend to treat the
Advances and related transactions as being a "reportable transaction" (within
the meaning of Treasury Regulation Section 1.6011-4). Each Loan Party
acknowledges that one or more of the Lender Parties may treat the Advances as
part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or
Section 301.6112-1, and the Administrative Agent and such Lender Party or Lender
Parties, as applicable, may file such IRS forms or maintain such lists and other
records as they may determine is required by such Treasury Regulations.

<PAGE>

      SECTION 8.11. Release of Collateral . Upon the sale, lease, transfer or
other disposition of any item of Collateral of any Loan Party (including,
without limitation, as a result of the sale, in accordance with the terms of the
Loan Documents, of a Subsidiary Guarantor that owns such Collateral) in
accordance with the terms of the Loan Documents, the Collateral Agent will, at
the Borrower's expense, execute and deliver to such Loan Party such documents as
such Loan Party may reasonably request to evidence the release of such item of
Collateral from the assignment and security interest granted under the
Collateral Documents in accordance with the terms of the Loan Documents and, if
applicable, the release of such Subsidiary Guarantor from its obligations under
the Subsidiary Guaranty.

      SECTION 8.12. JURISDICTION, ETC. (a) EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM
ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF
THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL
AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN THE
COURTS OF ANY JURISDICTION.

            (b) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY IN ANY NEW YORK STATE OR FEDERAL
COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

      SECTION 8.13. GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

      SECTION 8.14. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENTS AND
THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES, THE
LETTERS OF CREDIT OR THE ACTIONS OF ANY AGENT OR ANY LENDER PARTY IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

<PAGE>

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

                           ESTERLINE TECHNOLOGIES CORPORATION

                           By ______________________________
                              Name: Robert D. George
                              Title: Vice President, Chief Financial Officer,
                              Secretary and Treasurer

                           WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent

                           By ______________________________
                              Title:

                           WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Collateral Agent

                           By ______________________________
                              Title:

                           THE BANK OF NEW YORK,
                             as Syndication Agent

                           By ______________________________
                              Title:

                           KEYBANK NATIONAL ASSOCIATION,
                             as Documentation Agent

                           By ______________________________
                              Title:

                           WACHOVIA CAPITAL MARKETS, LLC
                           (f/k/a Wachovia Securities, LLC),
                             as Bookrunner/ Co-Arranger

                           By ______________________________
                              Title:

<PAGE>

                           INITIAL LENDERS

                           WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Initial Lender, Issuing Bank and Swing Line Bank

                           By ______________________________
                              Title:

                           THE BANK OF NEW YORK

                           By ______________________________
                              Title:

                           KEY BANK NATIONAL ASSOCIATION

                           By ______________________________
                              Title:

                           U.S. BANK NATIONAL ASSOCIATION

                           By ______________________________

                           WELLS FARGO BANK, N.A.

                           By ______________________________
                              Title:

<PAGE>

                                   SCHEDULE I

                   COMMITMENTS AND APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
                                   REVOLVING            SWING            LETTER OF
                                    CREDIT               LINE              CREDIT                      LENDING
   NAME OF INITIAL LENDER         COMMITMENT          COMMITMENT         COMMITMENT                     OFFICE
-------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>               <C>                 <C>
   Wachovia Bank, National
         Association             $ 18,333,000         $5,000,000        $50,000,000               See Section 8.02
-------------------------------------------------------------------------------------------------------------------------
                                                                                              One Wall St., 22nd Floor
    The Bank of New York         $ 18,333,000                  -                  -              New York, NY 10005
                                                                                                Attn.: Dawn Hertling
                                                                                                tel.: (212) 635-6742
-------------------------------------------------------------------------------------------------------------------------
                                                                                                  127 Public Square
                                                                                                Cleveland, Ohio 44114
KeyBank National Association     $ 18,333,000                  -                  -            Attn.: Kathy A. Koenig
                                                                                                tel.: (216) 689-4228
                                                                                                fax.: (216) 689-4981
-------------------------------------------------------------------------------------------------------------------------
                                                                                            1420 Fifth Avenue, 10th Floor
                                                                                                      PD-WAT11C
     U.S. Bank National                                                                       Seattle, Washington 98101
         Association             $ 15,000,000                  -                  -              Attn.: Gail Fortun
                                                                                                tel.: (206) 587-5212
                                                                                                fax.: (206) 344-3741
-------------------------------------------------------------------------------------------------------------------------
                                                                                                    1740 Broadway
                                                                                                     Denver, CO
   Wells Fargo Bank, N.A.        $ 15,000,000                  -                  -              Attn.: Tanya Ivie
                                                                                                tel.: (303) 863-6102
                                                                                                fax.: (303) 863-2729
-------------------------------------------------------------------------------------------------------------------------
                                                                                            2001 Clayton Rd., Building B
                                                                                              Mail Code: CA4-702-02-25
    Bank of America, N.A.        $ 15,000,000                                                  Concord, CA 94520-2405
                                                                                            Attn: Pamela S. Greer-Tillman
                                                                                                tel.: (925) 675-8453
                                                                                                fax.: (888) 969-2786
-------------------------------------------------------------------------------------------------------------------------
            TOTAL                $100,000,000         $5,000,000        $50,000,000
=========================================================================================================================
</TABLE>