##### 



Exhibit (10)(ii)

CONFORMED COPY

---

---

364-DAY CREDIT AGREEMENT

dated as of

November 6, 2001

among

AMERICAN STANDARD COMPANIES INC.

AMERICAN STANDARD INC.

AMERICAN STANDARD INTERNATIONAL INC.

The Borrowing Subsidiaries Party Hereto

The Lenders Party Hereto

and

THE CHASE MANHATTAN BANK,
as Administrative Agent and Swingline Lender

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

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



---



JP MORGAN,
as Advisor, Lead Arranger and Book Manager



---

---



---



##### 





TABLE OF CONTENTS

|              |  |                                                             |                                |  |    |  |  |  |  |      |  | 
|------------- |  | ----------------------------------------------------------- | ------------------------------ |  | -- |  |  |  |  | ---- |  | 
|              |  |                                                             |                                |  |    |  |  |  |  | Page
|              |  |                                                             |                                |  |    |  |  |  |  |     
|              |  |                                                            
|             
|             
|             
|             
|              |  |                                                             | ARTICLE I                      |  |    |  | 
|             
|             
|             
|             
|              |  |                                                            
|             
|             
|             
|             
|              |  |                                                             | Definitions                    |  |    |  | 
|             
|             
|             
|             
|              |  |                                                            
|             
|             
|             
|             
|SECTION 1.01. |  | Defined Terms                                               |                                |  | 1  | 
|             
|             
|             
|             
|SECTION 1.02. |  | Classification of Loans and Borrowings                      |                                |  | 19 | 
|             
|             
|             
|             
|SECTION 1.03. |  | Terms Generally                                             |                                |  | 19 | 
|             
|             
|             
|             
|SECTION 1.04. |  | Accounting Terms; GAAP                                      |                                |  | 19 | 
|             
|             
|             
|             
|              |  |                                                            
|             
|             
|             
|             
|              |  |                                                            
|             
|             
|             
|             
|              |  |                                                             | ARTICLE II                     |  |    |  | 
|             
|             
|             
|             
|              |  |                                                            
|             
|             
|             
|             
|              |  |                                                             | The Credits                    |  |    |  | 
|             
|             
|             
|             
|              |  |                                                            
|             
|             
|             
|             
|SECTION 2.01. |  | Commitments                                                 |                                |  | 20 | 
|             
|             
|             
|             
|SECTION 2.02. |  | Loans and Borrowings                                        |                                |  | 20 | 
|             
|             
|             
|             
|SECTION 2.03. |  | Requests for Revolving Borrowings                           |                                |  | 21 | 
|             
|             
|             
|             
|SECTION 2.04. |  | Competitive Bid Procedure                                   |                                |  | 22 | 
|             
|             
|             
|             
|SECTION 2.05. |  | Swingline Loans                                             |                                |  | 24 | 
|             
|             
|             
|             
|SECTION 2.06. |  | Funding of Borrowings                                       |                                |  | 25 | 
|             
|             
|             
|             
|SECTION 2.07. |  | Interest Elections                                          |                                |  | 25 | 
|             
|             
|             
|             
|SECTION 2.08. |  | Termination and Reduction of Commitments                    |                                |  | 26 | 
|             
|             
|             
|             
|SECTION 2.09. |  | Repayment of Loans; Evidence of Debt; Term-Out Election     |                                |  | 27 | 
|             
|             
|             
|             
|SECTION 2.10. |  | Prepayment of Loans                                         |                                |  | 28 | 
|             
|             
|             
|             
|SECTION 2.11. |  | Fees                                                        |                                |  | 28 | 
|             
|             
|             
|             
|SECTION 2.12. |  | Interest                                                    |                                |  | 29 | 
|             
|             
|             
|             
|SECTION 2.13. |  | Alternate Rate of Interest                                  |                                |  | 30 | 
|             
|             
|             
|             
|SECTION 2.14. |  | Increased Costs                                             |                                |  | 30 | 
|             
|             
|             
|             
|SECTION 2.15. |  | Break Funding Payments                                      |                                |  | 32 | 
|             
|             
|             
|             
|SECTION 2.16. |  | Taxes                                                       |                                |  | 32 | 
|             
|             
|             
|             
|SECTION 2.17. |  | Payments Generally; Pro Rata Treatment; Sharing of Set-offs |                                |  | 33 | 
|             
|             
|             
|             
|SECTION 2.18. |  | Mitigation Obligations; Replacement of Lenders              |                                |  | 35 | 
|             
|             
|             
|             
|SECTION 2.19. |  | Borrowing Subsidiaries                                      |                                |  | 35 | 
|             
|             
|             
|             
|              |  |                                                            
|             
|             
|             
|             
|              |  |                                                            
|             
|             
|             
|             
|              |  |                                                             | ARTICLE III                    |  |    |  | 
|             
|             
|             
|             
|              |  |                                                            
|             
|             
|             
|             
|              |  |                                                             | Representations and Warranties |  |    |  | 
|             
|             
|             
|             
|              |  |                                                            
|             
|             
|             
|             
|SECTION 3.01. |  | Organization and Qualification                              |                                |  | 36 | 
|             
|             
|             
|             
|SECTION 3.02. |  | Corporate Authority and Validity of Obligations             |                                |  | 36 | 
|             
|             
|             
|             
|SECTION 3.03. |  | Margin Stock                                                |                                |  | 37 | 
|             
|             
|             
|             
|SECTION 3.04. |  | Financial Reports                                           |                                |  | 37 | 



---



##### 



2

|              |  |                                                                       |                       |  |    |  |  |  |  |  |  | 
|------------- |  | --------------------------------------------------------------------- | --------------------- |  | -- |  |  |  |  |  |  | 
|             
|             
|             
|             
|SECTION 3.05. |  | No Material Adverse Effect                                            |                       |  | 37 | 
|             
|             
|             
|             
|SECTION 3.06. |  | Litigation                                                            |                       |  | 37 | 
|             
|             
|             
|             
|SECTION 3.07. |  | Tax Returns                                                           |                       |  | 37 | 
|             
|             
|             
|             
|SECTION 3.08. |  | Approvals                                                             |                       |  | 38 | 
|             
|             
|             
|             
|SECTION 3.09. |  | ERISA                                                                 |                       |  | 38 | 
|             
|             
|             
|             
|SECTION 3.10. |  | Environmental Matters                                                 |                       |  | 38 | 
|             
|             
|             
|             
|SECTION 3.11. |  | Properties                                                            |                       |  | 38 | 
|             
|             
|             
|             
|SECTION 3.12. |  | Compliance with Laws                                                  |                       |  | 38 | 
|             
|             
|             
|             
|SECTION 3.13. |  | Investment and Holding Company Status                                 |                       |  | 38 | 
|             
|             
|             
|             
|SECTION 3.14. |  | Disclosure                                                            |                       |  | 39 | 
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|              |  |                                                                       | ARTICLE IV            |  |    |  | 
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|              |  |                                                                       | Conditions            |  |    |  | 
|             
|             
|             
|             
|SECTION 4.01. |  | Effective Date                                                        |                       |  | 39 | 
|             
|             
|             
|             
|SECTION 4.02. |  | Each Borrowing                                                        |                       |  | 40 | 
|             
|             
|             
|             
|SECTION 4.03. |  | Initial Borrowing by each Borrowing Subsidiary                        |                       |  | 41 | 
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|              |  |                                                                       | ARTICLE V             |  |    |  | 
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|              |  |                                                                       | Affirmative Covenants |  |    |  | 
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|SECTION 5.01. |  | Corporate Existence                                                   |                       |  | 41 | 
|             
|             
|             
|             
|SECTION 5.02. |  | Maintenance of Properties                                             |                       |  | 41 | 
|             
|             
|             
|             
|SECTION 5.03. |  | Taxes                                                                 |                       |  | 41 | 
|             
|             
|             
|             
|SECTION 5.04. |  | Insurance                                                             |                       |  | 42 | 
|             
|             
|             
|             
|SECTION 5.05. |  | Financial Reports and Other Information                               |                       |  | 42 | 
|             
|             
|             
|             
|SECTION 5.06. |  | Books and Records; Inspection Rights                                  |                       |  | 44 | 
|             
|             
|             
|             
|SECTION 5.07. |  | Compliance with Laws                                                  |                       |  | 44 | 
|             
|             
|             
|             
|SECTION 5.08. |  | Guarantee Requirement                                                 |                       |  | 44 | 
|             
|             
|             
|             
|SECTION 5.09. |  | Material Subsidiaries                                                 |                       |  | 44 | 
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|              |  |                                                                       | ARTICLE VI            |  |    |  | 
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|              |  |                                                                       | Negative Covenants    |  |    |  | 
|             
|             
|             
|             
|              |  |                                                                      
|             
|             
|             
|             
|SECTION 6.01. |  | Priority Indebtedness                                                 |                       |  | 45 | 
|             
|             
|             
|             
|SECTION 6.02. |  | Liens                                                                 |                       |  | 45 | 
|             
|             
|             
|             
|SECTION 6.03. |  | Sale-Leaseback Transactions                                           |                       |  | 47 | 
|             
|             
|             
|             
|SECTION 6.04. |  | Subsidiary Indebtedness                                               |                       |  | 48 | 
|             
|             
|             
|             
|SECTION 6.05. |  | Fundamental Changes                                                   |                       |  | 49 | 
|             
|             
|             
|             
|SECTION 6.06. |  | Investments, Loans and Advances                                       |                       |  | 49 | 
|             
|             
|             
|             
|SECTION 6.07. |  | Junior Payments                                                       |                       |  | 50 | 
|             
|             
|             
|             
|SECTION 6.08. |  | Use of Proceeds                                                       |                       |  | 50 | 
|             
|             
|             
|             
|SECTION 6.09. |  | Ratio of Consolidated Total Debt to Consolidated EBITDA               |                       |  | 50 | 
|             
|             
|             
|             
|SECTION 6.10. |  | Ratio of Consolidated Free Cash Flow to Consolidated
Interest Expense |                       |  | 50 | 



---



##### 



3

|               |  |  |                                                                                            |  |  |    |  |  |  |  |  | 
|-------------- |  |  | ------------------------------------------------------------------------------------------ |  |  | -- |  |  |  |  |  | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  |  | ARTICLE VII                                                                                |  |  |    | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  |  | Events of Default                                                                          |  |  | 51 | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  |  | ARTICLE VIII                                                                               |  |  |    | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  |  | The Administrative Agent                                                                   |  |  | 53 | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  |  | ARTICLE IX                                                                                 |  |  |    | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  |  | Guarantee                                                                                  |  |  | 55 | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  |  | ARTICLE X                                                                                  |  |  |    | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|               |  |  | Miscellaneous                                                                              |  |  |    | 
|              
|              
|              
|              
|               |  | 
|              
|              
|              
|              
|SECTION 10.01. |  |  | Notices                                                                                    |  |  | 57 | 
|              
|              
|              
|              
|SECTION 10.02. |  |  | Waivers; Amendments                                                                        |  |  | 57 | 
|              
|              
|              
|              
|SECTION 10.03. |  |  | Expenses; Indemnity; Damage Waiver                                                         |  |  | 58 | 
|              
|              
|              
|              
|SECTION 10.04. |  |  | Successors and Assigns                                                                     |  |  | 60 | 
|              
|              
|              
|              
|SECTION 10.05. |  |  | Survival                                                                                   |  |  | 62 | 
|              
|              
|              
|              
|SECTION 10.06. |  |  | Counterparts; Integration; Effectiveness                                                   |  |  | 63 | 
|              
|              
|              
|              
|SECTION 10.07. |  |  | Severability                                                                               |  |  | 63 | 
|              
|              
|              
|              
|SECTION 10.08. |  |  | Right of Setoff                                                                            |  |  | 63 | 
|              
|              
|              
|              
|SECTION 10.09. |  |  | Governing Law; Jurisdiction; Consent to Service of Process                                 |  |  | 63 | 
|              
|              
|              
|              
|SECTION 10.10. |  |  | WAIVER OF JURY TRIAL                                                                       |  |  | 64 | 
|              
|              
|              
|              
|SECTION 10.11. |  |  | Headings                                                                                   |  |  | 64 | 
|              
|              
|              
|              
|SECTION 10.12. |  |  | Confidentiality                                                                            |  |  | 64 | 
|              
|              
|              
|              
|SECTION 10.13. |  |  | Interest Rate Limitation                                                                   |  |  | 65 | 
|              
|              
|              
|              
|SECTION 10.14. |  |  | Release of Guarantees; Termination of Certain Covenants
and Subsidiary Guarantee Agreement |  |  | 65 | 

SCHEDULES

|              |  |   |  |                              
|------------- |  | - |  | -----------------------------
|Schedule 1.01 |  |  |  | Initial Material Subsidiaries
|             
|             
|             
|             
|Schedule 2.01 |  |  |  | Commitments                  
|             
|             
|             
|             
|Schedule 2.17 |  |  |  | Payment Accounts             
|             
|             
|             
|             
|Schedule 3.06 |  |  |  | Litigation                   
|             
|             
|             
|             
|Schedule 3.10 |  |  |  | Environmental Matters        



---



##### 



4



|              |  |   |  |                                     
|------------- |  | - |  | ------------------------------------
|             
|             
|             
|             
|Schedule 6.02 |  |  |  | Existing Liens                      
|             
|             
|             
|             
|Schedule 6.03 |  |  |  | Existing Sale-Leaseback Transactions
|             
|             
|             
|             
|Schedule 6.04 |  |  |  | Existing Subsidiary Indebtedness    

EXHIBITS:

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



---



##### 







| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 364-DAY CREDIT AGREEMENT dated as of November 6, 2001, among AMERICAN
STANDARD COMPANIES INC., a Delaware corporation (Holdings); AMERICAN STANDARD
INC., a Delaware corporation (the Company); AMERICAN STANDARD INTERNATIONAL
INC., a Delaware corporation (ASII); the BORROWING SUBSIDIARIES from time to
time party hereto (the Borrowing Subsidiaries, and, together with the Company
and ASII, the Borrowers); the LENDERS from time to time party hereto; THE
CHASE MANHATTAN BANK, as Administrative Agent and as Swingline Lender; BANK OF
AMERICA, N.A., CITIBANK, N.A. and DEUTSCHE BANK AG, as Syndication Agents; and
THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY and LLOYDS TSB BANK PLC, as
Documentation Agents.

The Borrowers have requested the Lenders (such term and each other
capitalized term used and not otherwise defined herein having the meaning
assigned to it in Article I) to extend credit in the form of (a) Commitments
under which the Borrowers may obtain Loans in US Dollars in an aggregate
principal amount at any one time outstanding not in excess of US$300,000,000
and (b) Swingline Loans in US Dollars in an aggregate principal amount at any
time outstanding not in excess of US$50,000,000. The Borrowers have also
requested the Lenders to provide a procedure pursuant to which the Borrowers
may invite the Lenders to bid on an uncommitted basis on short-term Loans to
the Borrowers. The proceeds of Borrowings hereunder on the Effective Date are
to be used to refinance existing Indebtedness of the Borrowers under the
Existing Credit Agreement; proceeds of subsequent Borrowings hereunder are to
be used for working capital and for general corporate purposes.

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

ARTICLE I

Definitions

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

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

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

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

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

Alternate Base Rate means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of



---



##### 



2

1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate, or the Federal Funds Effective Rate, respectively.

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

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

|                           |  |              |       |            |  |                   |       |  |  |  |       | 
|-------------------------- |  | ------------ | ----- | ---------- |  | ----------------- | ----- |  |  |  | ----- | 
|Index Ratings              |  | Eurocurrency |       |            |  |                   |       |  |  | 
|(S&P/Moody's)              |  | Spread       |       | ABR Spread |  | Facility Fee Rate
|                           |  |              |       |            |  |                  
|Category 1
A-/A3 or higher |  |              | 0.400 |            |  |                   | 0.000 |  |  |  | 0.100 | 
|                          
|                          
|                          
|                          
|Category 2
BBB+/Baa1       |  |              | 0.625 |            |  |                   | 0.000 |  |  |  | 0.125 | 
|                          
|                          
|                          
|                          
|Category 3
BBB/Baa2        |  |              | 0.750 |            |  |                   | 0.000 |  |  |  | 0.150 | 
|                          
|                          
|                          
|                          
|Category 4
BBB-/Baa3       |  |              | 1.075 |            |  |                   | 0.075 |  |  |  | 0.175 | 
|                          
|                          
|                          
|                          
|Category 5
BB+/Ba1         |  |              | 1.300 |            |  |                   | 0.300 |  |  |  | 0.200 | 
|                          
|                          
|                          
|                          
|Category 6
BB/Ba2 or lower |  |              | 1.700 |            |  |                   | 0.700 |  |  |  | 0.300 | 

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



---



##### 



3

be in the business of rating corporate debt
obligations, or if Moodys or S&P shall not have in effect an Index Rating
other than as a result of any action or inaction on the part of Holdings or any
Subsidiary, the Borrower Agent and the Administrative Agent, on behalf of the
Lenders, shall negotiate in good faith to amend this definition to reflect such
changed rating system or the unavailability of ratings from such rating agency
and, pending the effectiveness of any such amendment, the Applicable Rate shall
be determined by reference to the rating most recently in effect prior to such
change or cessation.

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

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

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

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

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

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

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

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

Borrowing Minimum means US$5,000,000 (or, in the case of a Swingline
Borrowing, US$1,000,000).



---



##### 



4

Borrowing Multiple means US$1,000,000.

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

Borrowing Subsidiary means, at any time, each of the Subsidiaries that
(a) is named on the signature pages to this Agreement or (b) has been
designated as a Borrowing Subsidiary by the Borrower Agent pursuant to Section
2.19, other than any such Subsidiary that has ceased to be a Borrowing
Subsidiary as provided in Section 2.19.

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

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

Business Day means any day that is not a Saturday or a Sunday or a day
on which commercial banks in New York City are authorized or required by law to
remain closed.

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

Capital Lease Obligations of any person means the obligations of such
person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination
thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such person under GAAP applied on a
consistent basis and, for the purposes of this Agreement, the amount of such
obligations at any time shall be the capitalized amount thereof at such time
determined in accordance with GAAP applied on a consistent basis.

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

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

A Change in Control shall be deemed to have occurred if at any time (a)
any Person or group of Persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, as



---



##### 



5

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

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

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

Class, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Competitive Loans or Swingline Loans.

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

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

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

Commitment means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans pursuant to Section 2.01(a) and to acquire
participations in Swingline Loans pursuant to Section 2.05, expressed as an
amount representing the maximum aggregate permitted amount of such Lenders
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.08 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 10.04.
The initial amount of each Lenders Commitment is set forth on Schedule 2.01,
or in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Commitment, as applicable. The aggregate amount of the Commitments
on the date hereof is US$300,000,000.

Commitment Termination Date means November 5, 2002.

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

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

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



---



##### 



6

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

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

Competitive Loan Exposure means, with respect to any Lender at any time,
the aggregate principal amount of the outstanding Competitive Loans of such
Lender.

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

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

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

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

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



---



##### 



7

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

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

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

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

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

Credit Event means each Borrowing.

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

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

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

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

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

Environmental Liability means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of Holdings or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental
Laws, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials,



---



##### 



8

(c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

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

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

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

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

Excluded Taxes means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of any Credit Party hereunder or under any other Credit Document,
(a) income, franchise or similar taxes (i) imposed on (or measured by) its net
income by the United States of America, or by the jurisdiction under the laws
of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office
is located or (ii) imposed as a result of a present or former connection
between such recipient and the jurisdiction of the Governmental Authority
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from such recipients
having executed, delivered or performed its obligations or received a payment
under, or enforced, any Credit Document), (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other
jurisdiction described in clause (a) above, (c) in the case of any Lender, any
withholding tax imposed by the United States of America or the United Kingdom
that is in effect and would apply to amounts payable by a Borrower from an
office within the United States of America or the United Kingdom to a US
Lending Office of such Lender at the time such Lender becomes a Lender under
this Agreement (or designates such US Lending Office) and (e) in the case of
any Lender, any withholding tax that is attributable to such Lenders failure
to comply with Section 2.16(e); providedthat in the case of clauses (c) or (d)
above, no withholding tax shall be an Excluded Tax if and to the extent that a
Lender (or its assignor, if any) shall have been entitled, at the time it
designates a new lending office (or at the time it acquires any rights
hereunder by assignment), to receive additional amounts with respect to such
withholding tax pursuant to Section 2.16.

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

Federal Funds Effective Rate means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.



---



##### 



9

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

Five
Year Credit Agreement means the Companys Five Year Credit Agreement
dated as of the date hereof.

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

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

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

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

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

Governmental Authority means the government of the United States of
America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

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

Guarantee Requirement means the requirement that the Administrative
Agent shall have received from each Material Subsidiary (other than the Company
and ASII) either (a) a counterpart of each of the Subsidiary Guarantee
Agreement and the Indemnity, Subrogation and Contribution Agreement,



---



##### 



10

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

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

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

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

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

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

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

Indemnified Taxes means Taxes other than Excluded Taxes.

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

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



---



##### 



11

credit rating for the Company, then
the Index Rating of such rating agency shall be such corporate credit rating.

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

Interest Election Request means a request by a Borrower to convert or
continue a Revolving Borrowing in accordance with Section 2.07.

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

Interest Period means (a) with respect to any Eurocurrency Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three,
six, or, if available from time to time from all of the Lenders, twelve months
thereafter, as the applicable Borrower may elect, and (b) with respect to any
Fixed Rate Borrowing, the period (which shall not be less than 7 days or more
than 360 days) commencing on the date of such Borrowing and ending on the date
specified in the applicable Competitive Bid Request; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the
case of a Eurocurrency Borrowing only, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end
on the next preceding Business Day and (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and, in the case of a Revolving Borrowing, thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

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



---



##### 



12

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

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

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

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

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

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

Local Time means New York City time.

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

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



---



##### 



13

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

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

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

Maturity Date means the Commitment Termination Date, unless extended
pursuant to Section 2.09, in which case Maturity Date shall mean the first
anniversary of the Commitment Termination Date.

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

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

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

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

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

Permitted Encumbrances means:



| |                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Liens for taxes, assessments or governmental charges or claims
that are not yet due and payable or are being contested in compliance
with Section 5.03;



---



##### 



14



| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) statutory Liens of landlords, carriers, warehousemen, mechanics,
materialmen and suppliers, in each case incurred in the ordinary course
of business for sums not yet delinquent or being contested in good faith;



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

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

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

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

Priority Indebtedness means, without duplication, (a) all Indebtedness
of Holdings and the Subsidiaries secured by Liens not expressly permitted by
clauses (a) through (n) of Section 6.02, (b) all Indebtedness of Holdings and
the Subsidiaries consisting of Capital Lease Obligations (other than Capital



---



##### 



15

Lease Obligations existing on the date hereof and any replacements and
refinancings thereof; providedthat such replacements and refinancings shall
not be greater in amount than the obligations replaced or refinanced or apply
to any other property or assets of Holdings or any Subsidiary), (c) all
Attributable Debt in respect of Sale-Leaseback Transactions and Synthetic
Leases, in each case of Holdings and the Subsidiaries (other than
Sale-Leaseback Transactions and Synthetic Leases existing on the date hereof
and any replacements and refinancings thereof; providedthat such replacements
and refinancings shall not create Attributable Debt greater in amount than that
created by the transactions or leases replaced or refinanced or apply to any
other property or assets of Holdings or any Subsidiary), and (d) all
Indebtedness, preferred stock or other preferred equity securities of
Subsidiaries (other than the Company, ASII or any other Material Subsidiary
that shall be a party to the Subsidiary Guarantee Agreement and a Guarantor of
all the Obligations) not expressly permitted by clauses (a) through (i) of
Section 6.04.

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

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

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

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

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

Revolving Credit Exposures means, at any time, the sum at such time,
without duplication, of (a) the aggregate principal amount of the Revolving
Loans outstanding at such time and (b) the aggregate Swingline Exposure at such
time. The Revolving Credit Exposure of any Lender at any time shall be such
Lenders Applicable Percentage of the total Revolving Credit Exposure at such
time.

Revolving Loan means a Loan made pursuant to Sections 2.01 and 2.03.
Each Revolving Loan shall be a Eurocurrency Loan or an ABR Loan.

Sale-Leaseback Transaction means any arrangement whereby Holdings or a
Subsidiary shall sell or transfer any property, real or personal, used or
useful in its business, whether now owned or
hereinafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred.

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



---



##### 



16

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

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

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

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

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

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

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

Swingline Base Rate means, for any day, with respect to any Swingline
Loan, the Federal Funds Effective Rate.



---



##### 



17

Swingline Exposure means, at any time, the aggregate principal amount of
all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be such Lenders Applicable Percentage of the
aggregate Swingline Exposure.

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

Swingline Loan means a Loan made pursuant to Section 2.05.

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

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

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

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

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

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

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

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



---



##### 



18

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

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

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

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

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

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

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

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

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

SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words include, includes and including
shall be deemed to be followed by the phrase without limitation. The word
will shall be construed to have the same meaning and effect as the word
shall. Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include
such Persons successors and assigns, (c) the words herein, hereof and
hereunder, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words asset and property shall



---



##### 



19

be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights. References herein to the taking of any action hereunder of an
administrative nature by any Borrower shall be deemed to include references to
Holdings, the Company or ASII taking such action on such Borrowers behalf and
the Administrative Agent is expressly authorized to accept any such action
taken by Holding, the Company or ASII as having the same effect as if taken by
such Borrower. Each reference herein to theknowledge of Holdings, the
Company, ASII or any Subsidiary shall be deemed to be a reference to the
knowledge of any member of senior management of Holdings, the Company, ASII or
such Subsidiary, any Financial Officer and, in the case of any reference to
knowledge of any specific subject matter, the senior manager of the department
or office of Holdings, the Company, ASII or such Subsidiary responsible for
such matter.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP as in effect from time to time; provided
that, if the Borrower Agent notifies the Administrative Agent that the Borrower
Agent requests an amendment to any provision hereof to eliminate the effect of
any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the
Borrower Agent that the Required Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before
or after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith. All Financial
Statements to be furnished to the Lenders hereunder shall be prepared, and all
calculations determining compliance with Article VI (including the definitions
used therein) shall be made, for the relevant Person and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes
thereto; providedthat except as otherwise specifically provided herein, all
calculations for determining compliance with Article VI shall utilize
accounting principles and policies in effect at the time of the preparation of,
and in conformity with those used to prepare, the audited Financial Statements
of Holdings for the fiscal year ended December 31, 2000. With respect to any
Subsidiary that is not a Wholly-Owned Subsidiary, only that portion of such
Subsidiarys results of operations, assets and liabilities as are equal to the
Holdings ownership shall be included in making any calculation with respect to
the financial covenants in Article VI.

ARTICLE II

The Credits

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

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

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be
made as part of a Borrowing consisting of Revolving Loans made by the Lenders (or their Affiliates as provided in



---



##### 



20

paragraph (b) below) ratably in accordance
with their respective Commitments. Each Competitive Loan shall be made in
accordance with the procedures set forth in Section 2.04. The failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; providedthat the Commitments and
Competitive Bids of the Lenders are several and no Lender shall be responsible
for any other Lenders failure to make Loans as required.

(b) Subject to Section 2.13, (i) each Revolving Borrowing shall be
comprised entirely of Eurocurrency Loans or ABR Loans, as the applicable
Borrower may request in accordance herewith and (ii) each Competitive Borrowing
shall be comprised entirely of Eurocurrency Loans or Fixed Rate Loans, as the
applicable Borrower may request in accordance herewith. Each Lender at its
option may make any Eurocurrency Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; providedthat any exercise of
such option shall not affect the obligation of any Borrower to repay such Loan
in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Revolving
Borrowing (other than a Swingline Loan), such Borrowing shall be in an
aggregate amount that is an integral multiple of the Borrowing Multiple and not
less than the Borrowing Minimum; providedthat an ABR Revolving Borrowing may
be in an aggregate amount that is equal to the entire unused balance of the
total Commitments. Each Competitive Borrowing shall be in an aggregate amount
that is an integral multiple of the Borrowing Multiple and not less than the
Borrowing Minimum. Each Swingline Loan shall be in an amount that is an
integral multiple of US$500,000. Borrowings of more than one Type and Class
may be
outstanding at the same time; providedthat there shall not at any time be
outstanding more than a total of 15 Eurocurrency Revolving Borrowings.

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

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



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



---



##### 



21



| |                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) in the case of a Eurocurrency Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by
the definition of the term Interest Period; and
|
| | (vi) the location and number of the relevant Borrowers account to
which funds are to be disbursed, which shall comply with the requirements
of Section 2.06.                               

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

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



| |                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Borrower requesting such Borrowing (or on whose behalf the
Borrower Agent is requesting such Borrowing);                                                                                   
|
| | (ii) the aggregate principal amount of the requested Borrowing,                                                                                                                                    
|
| | (iii) the date of such Borrowing, which shall be a Business Day;                                                                                                                                   
|
| | (iv) whether such Borrowing is to be a Eurocurrency Borrowing or a
Fixed Rate Borrowing;                                                                                                           
|
| | (v) the Interest Period to be applicable to such Borrowing, which
shall be a period contemplated by the definition of the term Interest
Period and shall end no later than the Maturity Date; and
|
| | (vi) the location and number of the Borrowers account to which
funds are to be disbursed, which shall comply with the requirements of
Section 2.06.                                               



---



##### 



22

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

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

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

(d) Subject only to the provisions of this paragraph, a Borrower may
accept or reject any Competitive Bid. The applicable Borrower shall notify the
Administrative Agent by telecopy or by telephone, confirmed by telecopy in a
form approved by the Administrative Agent, whether and to what extent it has
decided to accept or reject each Competitive Bid, in the case of a Eurocurrency
Competitive Borrowing, not later than 11:00 a.m., Local Time, three Business
Days before the date of the proposed Competitive Borrowing, and in the case of
a Fixed Rate Borrowing, not later than 11:00 a.m., Local Time, on the proposed
date of the Competitive Borrowing; providedthat (i) the failure of a Borrower
to give such notice with respect to any Competitive Bid shall be deemed to be a
rejection of such Competitive Bid, (ii) a Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if such Borrower
rejects a Competitive Bid made in response to the same Competitive Bid Request
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by a Borrower shall not exceed the aggregate amount of the
requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, a
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in
a minimum principal amount of at least the Borrowing Minimum that is an
integral multiple of the Borrowing Multiple; provided furtherthat if a
Competitive Loan must be in an amount less than the Borrowing Minimum because
of the provisions of clause (iv) above, such Competitive Loan may be for a
minimum of US$1,000,000 or any integral multiple thereof, and in calculating
the pro rata allocation of acceptances of portions of multiple Competitive Bids
at a particular Competitive Bid Rate pursuant to clause (iv) the amounts shall
be rounded to integral multiples



---



##### 



23

of the Borrowing Multiple in a manner
determined by the Administrative Agent. A notice given by a Borrower pursuant
to this paragraph shall be irrevocable.

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

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

SECTION 2.05. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline
Loans to the Borrowers from time to time during the Availability Period in US
Dollars in an aggregate principal amount at any time outstanding that will not
result in (i) the Swingline Exposure exceeding US$50,000,000 or (ii) the sum of
the aggregate Revolving Credit Exposures and the aggregate Competitive Loan
Exposures exceeding the aggregate Commitments. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrowers may borrow,
prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, a Borrower shall give notice of such
request by telephone (confirmed by telecopy) to the Administrative Agent, not
later than 12:00 noon, New York City time on the day of the proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested
date (which shall be a Business Day) and amount of the requested Swingline
Loan. The Administrative Agent will promptly advise the Swingline Lender of
any such notice received from a
Borrower. The Swingline Lender shall make each Swingline Loan available to the
applicable Borrower by means of a credit to the general deposit account of such
Borrower with the Swingline Lender by 3:00 p.m., New York City time, on the
requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the amounts of the Swingline Loans in which the Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Lender, specifying in such notice such
Lenders Applicable Percentage of each such Swingline Loan or Loans. Each
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Lenders Applicable Percentage of each such Swingline
Loan or Loans. Each Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or reduction
or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever. Each
Lender shall comply with its obligation under this paragraph by wire transfer
of immediately available funds, in the same manner as provided in Section 2.06
with respect to Loans made by such Lender (and Section 2.06 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Lenders. The Administrative Agent shall notify the
Borrower Agent of any participations in any Swingline Loan acquired pursuant to
this paragraph, and thereafter payments in



---



##### 



24

respect of such Swingline Loan shall
be made to the Administrative Agent and not to the Swingline Lender. Any
amounts received by the Swingline Lender from any Borrower (or other party on
behalf of any Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the applicable Borrower of any default in the payment thereof.

SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer
of immediately available funds in the applicable currency by 1:00 p.m., Local
Time, to the account of the Administrative Agent most recently designated by it
for such purpose by notice to the applicable Lenders; providedthat Swingline
Loans shall be made as provided in Section 2.05. The Administrative Agent will
make such Loans available to the applicable Borrower by promptly crediting the
amounts so received, in like funds, to an account of such Borrower maintained
with the Administrative Agent in New York City.

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

SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the
applicable Borrower may elect to convert such Borrowing to a Borrowing of a
different Type or to continue
such Borrowing, and, in the case of a Eurocurrency Revolving Borrowing, may
elect Interest Periods therefor, all as provided in this Section. The
applicable Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and any Loans resulting from an election made with respect to any
such portion shall be considered a separate Borrowing. Notwithstanding any
other provision of this Section, no Borrowing may be converted into or
continued as a Borrowing with an Interest Period ending after the Maturity
Date. This Section shall not apply to Competitive Borrowings or Swingline
Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, a Borrower (or Holdings
on its behalf) shall notify the Administrative Agent of such election by
telephone or by telecopy by the time and date that a Borrowing Request would be
required under Section 2.03 if such Borrower were requesting a Revolving
Borrowing of the Type resulting from such election to be made on the effective
date of such election. Each such Interest Election Request shall be
irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in
a form approved



---



##### 



25

by the Administrative Agent and signed by the applicable
Borrower (or Holdings on its behalf). The provisions of this Section shall not
permit any Borrower to (i) elect an Interest Period for Eurocurrency Loans that
does not comply with Section 2.02(d), or (ii) convert any Borrowing of a
Borrower to a Borrowing of another Borrower.

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



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

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

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

(e) If a Borrower fails to deliver a timely Interest Election Request
with respect to a Eurocurrency Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period, such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower Agent,
then, so long as an Event of Default is continuing (i) no outstanding Revolving
Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii)
unless repaid, each Eurocurrency Revolving Borrowing shall be converted to an
ABR Borrowing at the end of the Interest Period applicable thereto.
Notwithstanding the foregoing, no Eurodollar Loan may be continued as such and
no ABR Loan may be converted to a Eurodollar Loan when an Event of Default
described in paragraph(g) or (h) of Article VII has occurred and is continuing.

SECTION 2.08. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Commitment
Termination Date.

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



---



##### 



26

with Section 2.10, the sum of the total Revolving Credit
Exposures plus the total Competitive Loan Exposures would exceed the total
Commitments.

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

SECTION 2.09. Repayment of Loans; Evidence of Debt; Term-Out Election.
(a) Each Borrower hereby unconditionally promises to pay (i) to the
Administrative Agent for the account of each Lender the unpaid principal amount
of each Revolving Loan made by such Lender on the Maturity Date, (ii) to the
Administrative Agent for the account of each Lender the unpaid principal amount
of each Competitive Loan on the last day of the Interest Period applicable to
such Loan and (iii) to the Swingline Lender the then unpaid principal amount of
each Swingline Loan on the earlier of the Commitment Termination Date and the
first date after such Swingline Loan is made that is the 15th day or the last
day of a calendar month and that is at least one Business Day after the day on
which such Swingline Loan shall have been made.

(b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the Indebtedness of each Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the Interest Period, if any, applicable thereto, and (ii) the amounts of
all sums received by the Administrative Agent hereunder for the accounts of the
Lenders and each Lenders share thereof.

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

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



---



##### 



27

(f) The Borrower Agent may request, by a written notice delivered to the
Administrative Agent not more than 30 and not fewer than 10 days before the
Commitment Termination Date, that the Maturity Date be extended to the first
anniversary of the Commitment Termination Date. Any request so delivered shall
have the effect of extending the Maturity Date as provided in the preceding
sentence unless a Default shall have occurred and be continuing as of the
Commitment Termination Date, in which case the Maturity Date shall be the
Commitment Termination Date.

SECTION 2.10. Prepayment of Loans. (a) The Borrowers shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (d) of this Section
and payment of any amounts required under Section 2.15; providedthat the
Borrowers shall not have the right to prepay any Competitive Loan without the
prior consent of the Lender thereof.

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

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

(d) The Borrower Agent or the applicable Borrower shall, to the extent
practicable, notify the Administrative Agent (and in the case of prepayment of
a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of
any prepayment hereunder (i) in the case of prepayment of a Eurocurrency
Revolving Borrowing, not later than 11:00 a.m., Local time, three Business Days
(or, if the date of prepayment shall be the last day of the Interest Period
applicable to such Borrowing, one Business Day) before the date of prepayment,
(ii) in the case of prepayment of an ABR Revolving Borrowing, not later than
11:00 a.m., Local time, on the Business Day of prepayment or (iii) in the case
of prepayment of a Swingline Loan, not later than 12:00 noon, New York City
time on the date of prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; providedthat, if a notice of prepayment is
given in connection with a conditional notice of termination of the Commitments
as contemplated by Section 2.08, then such notice of prepayment may be revoked
if such notice of termination is revoked in accordance with Section 2.08.
Promptly following receipt of any such notice relating to a Revolving
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing shall be in an
amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.12.

SECTION 2.11. Fees.(a) The Company and ASII agree, jointly and
severally, to pay to the Administrative Agent, in US Dollars, for the account
of the office (or Affiliate) of each Lender from which such Lender would make
Loans to the Company or ASII in US Dollars hereunder, a facility fee, which
shall accrue at the Applicable Rate on the daily amount of the Commitments of
such Lender (whether used or unused) during the period from and including the
date of this Agreement to but excluding the Maturity Date; providedthat, if
such Lender shall continue to have any Revolving Credit Exposure after the
Maturity Date, then such facility fee shall continue to accrue on the daily
amount of such Lenders



---



##### 



28

Revolving Credit Exposure from and including the
Maturity Date to but excluding the date on which such Lender shall cease to
have any Revolving Credit Exposure. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year, on
any date prior to the Maturity Date on which all the Commitments shall have
terminated and on the Maturity Date, commencing on the first such date to occur
after the date hereof; providedthat any facility fees accruing after the
Maturity Date shall be payable on demand. All facility fees shall be computed
on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

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

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

SECTION 2.12. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Rate.

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

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

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

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

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

(g) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year),



---



##### 



29

and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate
or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be presumed correct in the absence of facts or
circumstances indicating that it has been made in error.

SECTION 2.13. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurocurrency Borrowing:



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

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

SECTION 2.14. Increased Costs. (a) If any Change in Law shall:



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

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

(b) If any Lender determines in good faith that any Change in Law
regarding capital requirements has or would have the effect of reducing the
rate of return on such Lenders capital or on the capital of such Lenders
holding company, if any, as a consequence of this Agreement or the Loans made
by



---



##### 



30

such Lender to a level below that which such Lender or such Lenders holding
company could have achieved but for such Change in Law (taking into
consideration such Lenders policies and the policies of such Lenders holding
company with respect to capital adequacy), then from time to time the Borrowers
will pay to such Lender such additional amount or amounts as will compensate
such Lender or such Lenders holding company for any such reduction suffered.
It is acknowledged that this Agreement is being entered into by the Lenders on
the understanding that the Lenders will not be required to maintain capital
against their Commitments under currently applicable laws, regulations and
regulatory guidelines. In the event the Lenders shall otherwise determine that
such understanding is incorrect, it is agreed that the Lenders will be entitled
to make claims under this paragraph (b) based upon market requirements
prevailing on the date hereof for commitments under comparable credit
facilities against which capital is required to be maintained.

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

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

(e) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lenders right
to demand such compensation; provided that the Borrowers shall not be required
to compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 120 days prior to the date that such Lender
notifies the Borrower Agent of the Change in Law or other event or circumstance
giving rise to such increased costs or reductions and of such Lenders
intention to claim compensation therefor; provided further that, if the Change
in Law or other event or circumstance giving rise to such increased costs or
reductions is retroactive, then the 120-day period referred to above shall be
extended to include the period of retroactive effect thereof.

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

SECTION 2.15. Break Funding Payments.In the event of (a) the payment
of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurocurrency Loan other than on
the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Revolving Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.10(d) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make



---



##### 



31

such Loan, or (e) the assignment of any Eurocurrency Loan or Fixed Rate
Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower Agent pursuant to Section 2.18, then, in
any such event, the applicable Borrower shall compensate each Lender for the
loss, cost and expense attributable to such event. In the case of a
Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i)
the amount of interest which would have accrued on the principal amount of such
Loan had such event not occurred, at the LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period, for
deposits in US Dollars of a comparable amount and period from other banks in
the eurocurrency market or bill rate market, as applicable. A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section, together with supporting documentation or
computations, shall be delivered to the applicable Borrower or to the Borrower
Agent and shall be presumed correct in the absence of facts or circumstances
indicating that the determinations reflected therein have been made in error.
The applicable Borrower shall pay such Lender the amount shown as due on any
such certificate within 10 Business Days after receipt thereof.

SECTION 2.16. Taxes.(a) Any and all payments by or on account of any
obligation of any Credit Party hereunder or under any other Credit Document
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if any Credit Party shall be required to deduct
any Indemnified Taxes or Other Taxes from any such payment, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions of Indemnified Taxes or Other Taxes (including deductions applicable
to additional sums payable under this Section) the Administrative Agent or
Lender (as the case may be) receives an amount equal to the sum it would have
received had no such
deductions been made, (ii) the Borrowers will cause such Credit Party to make
such deductions and (iii) the Borrowers will pay or cause such Credit Party to
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

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

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

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



---



##### 



32

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

(f) If the Administrative Agent or a Lender determines in good faith that
it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by a Borrower or with respect to which a Borrower has paid
additional amounts pursuant to this Section 2.16, it shall pay over such refund
to the Borrower Agent (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrowers under this Section 2.16 with respect
to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the Borrowers, upon the request of
the Administrative Agent or such Lender, agree to repay the amount paid over to
the Borrower Agent (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority not resulting from the negligence of the
Administrative Agent or Lender) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This Section shall not be construed to
require the Administrative Agent or any Lender to make available its tax
returns (or any other information relating to its taxes which it deems
confidential) to any Credit Party or any other Person.

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

SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.(a) Each Borrower shall make each payment required to be made by it
hereunder or under any other Credit
Document (whether of principal, interest or fees, or of amounts payable under
Section 2.14, 2.15 or 2.16, or otherwise) prior to 2:00 p.m., Local Time, on
the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent to the applicable
account specified on Schedule 2.17 for the account of the applicable Lenders
or, in any such case, to such other account as the Administrative Agent shall
from time to time specify in a notice delivered to the Borrower Agent; provided
that payments to be made to the Swingline Lender as expressly provided herein
and payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any
payment under any Credit Document shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business
Day, and, in the case of any payment accruing interest, interest thereon shall
be payable for the period of such extension. All payments hereunder of
principal or interest in respect of any Loan (or of any breakage indemnity in
respect of any Loan) shall be made in the currency of such Loan; all other
payments hereunder and under each other Credit Document shall be made in US
Dollars. Any payment required to be made by the Administrative Agent hereunder
shall be deemed to have been made by the time required if the Administrative
Agent shall, at or before such time, have taken the



---



##### 



33

necessary steps to make
such payment in accordance with the regulations or operating procedures of the
clearing or settlement system used by the Administrative Agent to make such
payment.

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

(c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans or participations in Swingline Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans or participations in
Swingline Loans, as applicable, of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans or participations in Swingline Loans; provided
that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by any Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in
any of its Loans or participations in Swingline Loans to any assignee or
participant, other than to Holdings or any Subsidiary or Affiliate thereof (as
to which the provisions of this paragraph shall apply). Each Borrower consents
to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.

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

(e) If any Lender shall fail to make any payment required to be made by
it pursuant to Section 2.06(b) or paragraph (d) of this Section 2.17, then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lenders obligations under
such Sections until all such unsatisfied obligations are fully paid.



---



##### 



34

SECTION 2.18. Mitigation Obligations; Replacement of Lenders.(a) If
any Lender requests compensation under Section 2.14, or if any Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16 or 2.20, then
such Lender shall designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or Affiliates, if such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.14, 2.16 or 2.20, as the case may be, in the future and (ii) in the
reasonable judgment of such Lender, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.14, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16
or 2.20, or if any Lender defaults in its obligation to fund Loans hereunder,
then the Borrower Agent may, at its sole expense, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 10.04), all its interests, rights and obligations under this
Agreement (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
Agent shall have received the prior written consent of the Administrative Agent
(and if a Revolving Commitment is being assigned, the Swingline Lender), which
consent shall not unreasonably be withheld or delayed, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans (other than Competitive Loans) and participations in Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrowers (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.14 or payments required to be made pursuant to
Section 2.16 or 2.20, such assignment will result in a reduction in such
compensation or payments. Nothing in this Section shall limit any right or
remedy that any Borrower may otherwise have against any Lender.

SECTION 2.19. Borrowing Subsidiaries.On or after the Effective Date,
the Borrower Agent may designate any subsidiary of the Company or ASII as a
Borrowing Subsidiary, by delivery to the Administrative Agent of a Borrowing
Subsidiary Agreement executed by such Subsidiary and Holdings, and upon such
delivery such Subsidiary shall for all purposes of this Agreement be a party to
and a Borrowing Subsidiary under this Agreement. Upon the execution by the
Borrower Agent and delivery to the Administrative Agent of a Borrowing
Subsidiary Termination with respect to any Borrowing Subsidiary, such
Subsidiary shall cease to be a Borrowing Subsidiary; provided that no Borrowing
Subsidiary Termination will become effective as to any Borrowing Subsidiary
(other than to terminate its right to make further Borrowings under this
Agreement) at a time when any principal of or interest on any Loan to such
Borrowing Subsidiary shall be outstanding hereunder, unless the obligations of
such Borrowing Subsidiary in respect of such Loan shall have been assumed by
another Borrower. In the event that any Borrowing Subsidiary shall cease to be
a Subsidiary, the Borrower Agent will promptly execute and deliver to the
Administrative Agent a Borrowing Subsidiary Termination terminating its status
as a Borrowing Subsidiary, subject to the proviso in the immediately preceding
sentence. Promptly following receipt of any Borrowing Subsidiary Agreement or
Borrowing Subsidiary Termination, the Administrative Agent shall send a copy
thereof to each Lender.



---



##### 



35

ARTICLE III

Representations and Warranties

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

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

SECTION 3.02. Corporate Authority and Validity of Obligations. Each
Credit Party has the corporate, company or partnership power and authority to
consummate the Transactions, to enter into this Agreement and each other Credit
Document to which it is a party, to make the Borrowings to be made by it
hereunder, to issue its notes in evidence thereof and to perform all its
obligations hereunder and under each other Credit Document to which it is a
party. The execution, delivery and performance of this Agreement and the other
Credit Documents have been duly authorized by all necessary corporate, company
or partnership action of the Credit Parties, and this Agreement and the other
Credit Documents constitute valid and binding obligations of the Credit
Parties, enforceable in accordance with their terms, subject to bankruptcy,
insolvency and similar laws affecting the enforcement of creditors rights
generally and to general principals of equity. None of this Agreement, any
other Credit Document or the Transactions (i) will contravene any charter or
by-law provision of any Credit Party, or (ii) will contravene any provision of
law or of any regulation or order of any Governmental Authority or any
judgment, or, or any material covenant, indenture or agreement of or affecting
any Credit Party or a substantial portion of the Properties of any Credit Party
where such contravention referred to in this clause (ii) would reasonably be
expected to result in a Material Adverse Effect or to affect materially and
adversely the rights or interests of the Administrative Agent or any Lender.

SECTION 3.03. Margin Stock. None of Holdings, any other Credit Party or
any other Material Subsidiary is engaged principally, or as one of its primary
activities, in the business of extending credit for the purpose of purchasing
or carrying Margin Stock, and neither the proceeds of any Loan will be used in
a manner that violates any provision of Regulation U or X of the Board.

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



---



##### 



36

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

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

SECTION 3.06. Litigation. There is no litigation or governmental
proceeding pending, or to the knowledge of Holdings or any Material Subsidiary
threatened, against Holdings or any Material Subsidiary which if adversely
determined could (a) impair the validity or enforceability of, or materially
impair the ability of Holdings or any other Credit Party to perform its
obligations under, this Agreement or any other Credit Document or (b) except as
disclosed on Schedule 3.06 or in Holdingss reports on Form 10-K and 10-Q filed
with the SEC through September 30, 2001, result in any Material Adverse Effect.

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

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

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



---



##### 



37

any Subsidiary has any contingent liability for any post-retirement benefits
under a Welfare Plan that would reasonably be expected to result in a Material
Adverse Effect.

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

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

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

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

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

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



---



##### 



38

ARTICLE IV

Conditions

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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Administrative Agent (or its counsel) shall have received
from each party hereto or to any other Credit Document either (i) a
counterpart of this Agreement or such Credit Document signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page
of this Agreement or such Credit Document) that such party has signed a
counterpart of this Agreement or such Credit Document.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent, the Swingline
Lender and the Lenders and dated the Effective Date) of each of (i) Paul
McGrath, General Counsel of the Company, substantially in the form of
Exhibit D-1 hereto, (ii) Cahill Gordon & Reindel, counsel for the
Borrowers, substantially in the form of Exhibit D-2 hereto and (iii)
counsel for such Non-US Borrowers and principal Non-US Subsidiary
Guarantors as shall be specified by the Administrative Agent, in such
form or forms as shall be acceptable to the Administrative Agent. Each
Credit Party hereby requests such counsel to deliver such opinions.
|
| | (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing (to the
extent such concept is relevant to such Person in its jurisdiction of
organization) of each Credit Party that is a US Subsidiary or a principal
Non-US Subsidiary (other than any Credit Party that is a Non-US
Subsidiary, to the extent such matters are covered by legal opinions
referred to in (b) above) and the authorization of the Transactions, all
in form and substance reasonably satisfactory to the Administrative Agent
and its counsel.                              



| |                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) The Administrative Agent shall have received a certificate,
dated the Effective Date and signed by the President, a Vice President or
a Financial Officer of Holdings, the Company and ASII, confirming
compliance with the conditions set forth in paragraphs (e), (g) and (h)
of this Section 4.01 and paragraphs (a) and (b) of Section 4.02.
|
| | (e) The Guarantee Requirement shall be satisfied.                                                                                                                                                                                                                                                                                                   
|
| | (f) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses required to be reimbursed or paid by Holdings or
the Borrowers hereunder.                                       
|
| | (g) The Five-Year Credit Agreement shall have been executed and
delivered and the conditions set forth in Section 4.01 of such Agreement
shall have been satisfied.                                                                                                                                                                                 
|
| | (h) The Existing Credit Agreement shall have been terminated and all
amounts outstanding or accrued for the accounts of or otherwise owed to
the lenders thereunder shall have been paid in full.                                                                                                                                                   



---



##### 



39



| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The Index Ratings shall be BBB- or higher (in the case of the
rating by S&P) and Ba1 or higher (in the case of the rating by Moodys),
in each case with no negative outlook.
|
| | (j) The Administrative Agent and each Lender shall have received
each financial statement or report referred to in Section 3.04.                                                 

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

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



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

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

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



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



---



##### 



40

ARTICLE V

Affirmative Covenants

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

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

SECTION 5.02. Maintenance of Properties. Holdings will, and will cause
each Subsidiary to, maintain, preserve and keep its Properties necessary to the
proper conduct of its business in reasonably good repair, working order and
condition (ordinary wear and tear and damage by casualty excepted) and will
from time to time make all necessary repairs, renewals, replacements, additions
and betterments thereto so that at all times such Property shall be reasonably
preserved and maintained, except, in each case, to the extent that the failure
to do so could not reasonably be expected to result in a Material Adverse
Effect; provided, however, that nothing in this Section 5.02 shall prevent
Holdings or a Subsidiary from discontinuing the operation or maintenance of any
such Property if such discontinuance is, in the judgment of Holdings, desirable
in the conduct of its business or the business of the Subsidiary.

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

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

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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) within 100 days after the end of each fiscal year of Holdings,
its audited consolidated balance sheet and related statements of
operations, stockholders equity and cash flows as of the end of and for
such year, setting forth in each case in comparative form the figures for
the previous fiscal year, all reported on by Ernst & Young LLP or other
independent public accountants of recognized national standing (without a
going concern or like qualification or exception and



---



##### 



41



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | without any
qualification or exception as to the scope of such audit) to the effect
that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of
the Holdings and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (b) within 60 days after the end of each of the first three fiscal
quarters of each fiscal year of Holdings, its consolidated balance sheet
and related statements of operations, stockholders equity and cash flows
as of the end of and for such fiscal quarter and the then elapsed portion
of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of
the balance sheet, as of the end of) the previous fiscal year, all
certified by one of its Financial Officers as presenting fairly in all
material respects the
financial condition and results of operations of Holdings and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and
the absence of footnotes;                                                                                                                                                                                                              
|
| | (c) concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of Holdings
(i) certifying as to whether a Default has occurred since the date of the
most recent certificate delivered under this paragraph and, if a Default
has occurred, specifying the details thereof and any action taken or
proposed to be taken with respect thereto, (ii) setting forth reasonably
detailed calculations demonstrating compliance with Sections 6.09 and
6.10 and setting forth in reasonable detailed computations of the ratio
of Consolidated Total Debt to Consolidated EBITDA, the ratio of
Consolidated Free Cash Flow to Consolidated Interest Expense and
Consolidated Net Tangible Assets and (iii) stating whether any change in
GAAP or in the application thereof has occurred since the date of the
audited financial statements referred to in Section 3.04 and, if any such
change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate;
|
| | (d) as soon as practicable and in any event within 100 days after
the end of the fiscal year of Holdings, (i) the consolidating balance
sheet of the other subsidiaries and (ii) the related consolidating
statements of income and retained earnings and cash flows of the other
subsidiaries, in each case for such fiscal year setting forth, in
comparative form, the corresponding amounts as of the end of and for the
previous year, in each case substantially similar to the form of note 16
of Holdings Report on Form 10-K for the fiscal year ended December 31,
2000, together with a certificate of a Financial Officer of Holdings to
the effect that such financial statements present fairly in all material
respects the financial condition and results of operations of Holdings
and its consolidated Subsidiaries on a consolidating basis in accordance
with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;                                                                           
|
| | (e) as soon as practicable and in any event within 60 days after the
end of the of each of the first three fiscal quarters of each fiscal year
of Holdings, (i) the consolidating balance sheet of the other
subsidiaries and (ii) the related consolidating statements of income and
retained earnings and cash flows of the other subsidiaries for such
fiscal quarter in each case substantially in the form of Note 7 of
Holdings Report on Form 10-Q for the fiscal quarter ended June 30, 2001
and setting forth, in comparative form, the corresponding amounts as of
the end of and for the previous year, together with a certificate of a
Financial Officer of Holdings to the effect that such financial
statements present fairly in all material respects the financial
condition and results of operations of Holdings and its consolidated
Subsidiaries on a consolidating basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and
the absence of footnotes;                                           



---



##### 



42



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) promptly after the same become publicly available, copies of all
periodic and other reports (including all reports on Form 10-K, Form 10-Q
and Form 8-K), proxy statements and other materials filed by Holdings or
any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by
Holdings to its shareholders generally, as the case may be;                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (g) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of
Holdings or any Subsidiary, or compliance with the terms of this
Agreement, as the Administrative Agent or any Lender acting through the
Administrative Agent may reasonably request;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (h) prompt written notice (including a description in reasonable
detail) of (i) the occurrence of any Default; (ii) the filing or
commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against Holdings, any Subsidiary or
any Affiliate thereof that could reasonably be expected to result in a
Material Adverse Effect; (iii) the occurrence of any prohibited
transaction (as defined in ERISA) that would reasonably be
expected to result in a Material Adverse Effect and (iv) any other
development that results in, or would reasonably be expected to result
in, a Material Adverse Effect. Each notice delivered under this
paragraph shall be accompanied by a statement of a Financial Officer or
other executive officer of Holdings setting forth a summary in reasonable
detail of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto; and
|
| | (i) within five Business Days after Holdings or the Company has
knowledge thereof, notice of any change to any Index Rating by S&P or
Moodys.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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

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

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

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



---



##### 



43

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

ARTICLE VI

Negative Covenants

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

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

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



| |                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Permitted Encumbrances;                                                                                                                                                                
|
| | (b) Liens created under this Agreement;                                                                                                                                                    
|
| | (c) Liens existing on the date hereof and set forth on Schedule 6.02
and any replacements thereof; providedthat (i) no such Lien shall apply
to any other property or assets of Holdings or



---



##### 



44



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | any Subsidiary other than
improvements and accessions to the subject assets and proceeds thereof
and (ii) no such Lien shall secure obligations other than those which it
secured on the date hereof and permitted extensions, renewals and
replacements thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (d) Liens on assets existing at the time such assets are acquired
by Holdings or a Subsidiary and any replacements thereof; providedthat
(i) no such Lien is created in contemplation of or in connection with
such acquisition, (ii) no such Lien shall apply to any other property or
assets of Holdings or any Subsidiary other than improvements and
accessions to the subject assets and proceeds thereof and (iii) no such
Lien shall secure obligations other than those which it secures on the
date of such acquisition and permitted extensions, renewals and
replacements thereof;                                                                                                                                                                           
|
| | (e) Liens on assets of any Person at the time such Person becomes a
Subsidiary; and any replacements thereof; providedthat (i) no such Lien
is created in contemplation of or in connection with such Person becoming
a Subsidiary, (ii) no such Lien shall apply to any other property or
assets of Holdings or any Subsidiary other than improvements and
accessions to the subject assets and proceeds thereof and (iii) no such
Lien shall secure obligations other than those which it secures on the
date such Person becomes a Subsidiary and permitted extensions, renewals
and replacements thereof;                                                                                                                                                           
|
| | (f) Liens securing Indebtedness incurred to finance the purchase, of
property, plant or equipment acquired after the date hereof to the extent
such Liens attach only to such property, plant or equipment and
improvements and accretions thereto and are created at the time of or
within 180 days after the acquisition of such property, plant, equipment,
improvements or accretions, as the case may be, and any replacements
thereof; providedthat no such Lien shall
apply to any other property or assets of Holdings or any Subsidiary other
than improvements and accessions to the subject property or assets and
proceeds thereof;                                                                                                                         
|
| | (g) customary Liens arising from or created in connection with the
issuance of trade letters of credit for the account of the Company or any
Subsidiary supporting obligations not constituting Indebtedness; provided
that such Liens encumber only the raw materials, inventory, machinery or
equipment in connection with the purchase of which such letters of credit
are issued;                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (h) Liens on assets associated with sales offices purchased from
third parties by Holdings or the Subsidiaries and securing Indebtedness
of Holdings or the Subsidiaries issued as consideration for such
purchases;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (i) Liens on cash deposits subject to Cash Pooling Arrangements and
securing liabilities of Non-US Subsidiaries participating therein and
permitted by clause (h) of Section 6.04;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (j) Liens on assets of Subsidiaries securing obligations owed to
Holdings or one or more other Subsidiaries (other than Liens existing or
deemed to exist in connection with Securitization Transactions); provided
that (i) no such Lien shall be created in favor of any person other than
Holdings or a Subsidiary and (ii) any such obligations owed by Designated
Subsidiaries to Subsidiaries that are not a Designated Subsidiaries, and
the Liens securing such obligations, shall, to the extent the aggregate
outstanding amount of such obligations is greater than US$250,000,000, be
subordinated in any bankruptcy, insolvency or similar proceeding
affecting such Designated Subsidiary to the claims of the Lenders against
such Designated Subsidiary;



---



##### 



45



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) to the extent such transactions are not structured as true sales
of accounts receivable, Liens existing or deemed to exist in connection
with (i) the Unified Receivables Program (including any replacement or
successor programs to the extent they involve only the sale of accounts
receivable of the US Plumbing and/or the Unitary Product Group business
segments referred to in Holdings Annual Report on Form 10-K for the
fiscal year ended December 31, 2000), and (ii) other Securitization
Transactions in an aggregate amount not greater at any time than
US$250,000,000;                          
|
| | (l) to the extent such transactions are not structured as true sales
of accounts receivable, Liens existing or deemed to exist in connection
with Securitization Transactions (other than the Unified Receivables
Program and any permitted replacement or successor programs referred to
in clause (k) above) in an aggregate amount greater than $250,000,000;
provided, that at the time of any such creation or deemed creation of a
Lien, the Commitments shall be reduced pursuant to Section 2.08(b), and
any outstanding Loans shall be prepaid pursuant to Section 2.10(a), in an
amount equal to such excess;
|
| | (m) Liens securing judgments entered against Holdings or the
Subsidiaries so long as such judgments have not resulted in Events of
Default under clause (i) of Article VII;                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (n) Liens (other that (i) Liens securing Indebtedness, (ii) Liens
created or deemed to exist in connection with Securitization Transactions
and (iii) Liens securing or deemed to exist in connection with Priority
Indebtedness) securing obligations in an aggregate amount not to exceed
US$25,000,000 at any time outstanding;                                                                                                                                                                                                                                                                                     
|
| | (o) at any time when Section 6.01 shall be in effect, Liens securing
or deemed to exist in connection with Priority Indebtedness (including
Priority Indebtedness consisting of extensions, renewals and replacements
of Priority Indebtedness) Incurred without violation of Section 6.01; and                                                                                                                                                                                                                                                                                                                        
|
| | (p) at any time when Section 6.01 shall not be in effect, Liens
securing or deemed to exist in connection with Indebtedness in an
aggregate principal amount that, taken together with the aggregate
Attributable Debt in respect of Sale-Leaseback Transactions permitted
under Section 6.03(e), does not exceed the greater of US$250,000,000 and
10% of Consolidated Net Tangible
Assets as of the end of the most recent fiscal quarter for which
financial statements have been delivered pursuant to Section 5.04(a) or
(b).                                                                                     

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



| |                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Sale-Leaseback Transactions existing on the date hereof and set
forth on Schedule 6.03 and any replacements and refinancings thereof;
providedthat such replacements and refinancings shall not apply to any
other property or assets of Holdings or any Subsidiary;                                                                      
|
| | (b) any Sale-Leaseback Transaction entered into within 180 days
after the acquisition or construction of the subject property to finance
the acquisition thereof and any replacements and refinancings thereof;
providedthat such replacements and refinancings shall not apply to any
other property or assets of Holdings or any Subsidiary;
|
| | (c) any Sale-Leaseback Transaction involving no party other than
Holdings or any Subsidiary so long as (i) no lien shall be created in
favor of any person other than Holdings or a                                                                                                                                                           



---



##### 



46



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Subsidiary on the rights of
the lessor under any such arrangement and (ii) if the lessee in any such
transaction is a Designated Subsidiary and the lessor is a Subsidiary
that is not a Designated Subsidiary, the obligations owed to the lessor
shall be subordinated in any bankruptcy, insolvency or similar proceeding
affecting the lessee to the claims of the Lenders against the lessee;                                                                                                        
|
| | (d) at any time when Section 6.01 shall be in effect, other
Sale-Leaseback Transactions to the extent the Attributable Debt related
thereto constitutes Priority Indebtedness Incurred without violation of
Section 6.01; and                                                                                                                                                                                                                                                                             
|
| | (e) at any time when Section 6.01 shall not be in effect, other
Sale-Leaseback Transactions to the extent the Attributable Debt related
thereto, taken together with the aggregate principal amount of the
indebtedness secured by Liens permitted under Section 6.02(p), does not
exceed the greater of US$250,000,000 and 10% of Consolidated Net Tangible
Assets as of the end of the most recent fiscal quarter for which
financial statements have been delivered pursuant to Section 5.04(a) or
(b).

SECTION 6.04. Subsidiary Indebtedness. Permit any Subsidiary (other than
the Company, ASII or any other Material Subsidiary that shall be a party to the
Subsidiary Guarantee Agreement and a Guarantor of all the Obligations) to Incur
any Indebtedness or to issue any preferred stock or other preferred equity
securities except:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (b) Indebtedness existing on the date hereof and set forth on
Schedule 6.04 and extensions, renewals and replacements of any such
Indebtedness that do not increase the outstanding principal amount
thereof or result in an earlier maturity date or decreased weighted
average life thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (c) Indebtedness, preferred stock or preferred equity securities of
Subsidiaries existing at the time they become Subsidiaries and not
incurred in contemplation of their becoming Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (d) Indebtedness (or preferred stock or preferred equity securities)
representing the purchase price, or incurred to finance the purchase, of
property, plant or equipment acquired after the date hereof or secured by
a Lien on any such property, plant or equipment prior to the acquisition
thereof to the extent such Lien attaches only to such property, plant or
equipment and improvements and accretions thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (e) Indebtedness owed to Holdings or one or more other Subsidiaries
(or preferred stock or preferred equity securities; providedthat such
preferred stock or preferred equity securities are
owned by Holdings or one or more Subsidiaries); providedthat (i) no Lien
on any such Indebtedness (or preferred stock or preferred equity
securities) shall be created in favor of any person other than Holdings
or a Subsidiary and (ii) any such Indebtedness owed by Designated
Subsidiaries to any Subsidiaries that are not Designated Subsidiaries
shall, to the extent greater than US$25,000,000 in the aggregate for all
such Indebtedness referred to in this clause (ii), be subordinated in any
bankruptcy, insolvency or similar proceeding affecting such Designated
Subsidiary to the claims of the Lenders against such Designated
Subsidiary;
|
| | (f) Indebtedness deemed to exist as a result of Securitization
Transactions permitted under clauses (k) and (l) of Section 6.02;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



---



##### 



47



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) Indebtedness in connection with overdrafts, in the ordinary
course of business, under Cash Pooling Arrangements;                                                                                                                                                                                                                                   
|
| | (h) Indebtedness, preferred stock or other preferred equity
securities of any Non-US Subsidiary, including any extensions, renewals
and replacements of any such Indebtedness that do not result in an
earlier maturity date or decreased weighted average life thereof, in an
aggregate amount not to exceed $250,000,000 at any time outstanding; and
|
| | (i) other Indebtedness constituting Priority Indebtedness Incurred
without violation of Section 6.01.                                                                                                                                                                                                                                                  

SECTION
6.05. Fundamental Changes. (a) In the case of Holdings or any
Material Subsidiary, merge with or into or consolidate with any other Person,
or liquidate or dissolve, or sell, transfer, lease or otherwise dispose of (in
one transaction or in a series of related transactions) all or substantially
all of the consolidated assets of Holdings and the Subsidiaries (whether now
owned or hereafter acquired and whether directly or through any merger or
consolidation of, or any issuance, sale, transfer, lease or other disposition
of equity interests in, any Subsidiary) except that if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing, (i) any Person may merge into Holdings in a transaction in which
Holdings is the surviving corporation, (ii) any Person may merge into any
Subsidiary in a transaction in which the surviving entity is a Subsidiary,
(iii) any Subsidiary may liquidate or dissolve if Holdings determines in good
faith that such liquidation or dissolution is in the best interests of Holdings
and the Subsidiaries and is not materially disadvantageous to the Lenders and
(iv) any sale of assets (or stock of a Subsidiary) permitted under paragraph
(b) below may be effected through the merger or consolidation of one or more
Material Subsidiaries (other than the Company, ASII or any Borrowing
Subsidiary) in a transaction in which the surviving person is not a Subsidiary.

(b) Sell, transfer, lease or otherwise dispose of (in one transaction or
in a series of related transactions) to any Person that is not a Guarantor of
all the Obligations, assets with an aggregate fair market value during any
fiscal year greater than 25% of the Consolidated Total Assets of Holdings at
the end of the immediately preceding fiscal year, providedthat with respect to
any such transactions (or series of related transactions) in excess of 10% and
less than or equal to 25% of the Consolidated Total Assets of Holdings at the
end of the immediately preceding fiscal year, the Commitments shall be reduced
pursuant to Section 2.08(b), and any outstanding Loans shall be prepaid
pursuant to Section 2.10(a), in an amount equal to such excess upon the closing
of such transactions; provided further, however, that in no event shall all or
substantially all of (i) the Trane Business or (ii) the Trane Trademarks or
Trane Trademark Licenses be sold, transferred, leased or otherwise disposed of
(in one transaction or in a series of related transactions) to any Person that
is not a Guarantor of all the Obligations.

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

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



| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | (i) Investments existing on the date hereof and restructurings
thereof that do not increase the aggregate amount of such Investments;



---



##### 



48



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

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

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

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

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



---



##### 



49

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

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

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

ARTICLE VII

Events of Default

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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) (i) any Borrower shall default in the payment when due of any
principal on any Loan, whether at the stated maturity thereof or at any
other time provided in this Agreement or (ii) any Borrower shall default
for a period of three days in the payment when due of interest on any
Loan or of any other sum required to be paid pursuant to this Agreement;                                                                                                                                                                                                                                                                                                  
|
| | (b) Holdings or any Borrower shall default in the observance or
performance of any of the covenants set forth in Section 5.01 (with
respect to Holdings, the Companys or ASIIs existence) or 5.05(i) or in
Article VI;                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (c) (i) Holdings shall default in the observance or performance of
any of the covenants set forth in Section 5.09 for a period of three
Business Days or (ii) any Borrower shall default in the observance or
performance of any other provision hereof or of any other Credit Document
not mentioned in (a), (b) or (c)(i) above, which default is not remedied
within 30 days (or 60 days if (x) such default is capable of being cured,
(y) a cure of such default will require more than 30 days and (z) the
applicable Borrower is proceeding to effect a cure of such default) after
notice thereof to the Company by the Administrative Agent or any Lender;
|
| | (d) any representation or warranty made (or deemed made) herein or
in any other Credit Document by any Credit Party, or in any statement or
certificate furnished by any Credit Party pursuant hereto or in
connection with any Credit Event, proves untrue in any material respect
as of the date of the making (or deemed making) thereof;                                                                                                                                                                                                                                                                                                                       



---



##### 



50



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) Holdings or any Subsidiary shall default in the payment when
due, after any applicable grace period, of any Material Indebtedness
(other than Material Indebtedness owed to Holdings or a Subsidiary); or
there shall occur any default or other event under any indenture,
agreement or other instrument under which any Material Indebtedness is
outstanding and such default or event shall result in the acceleration of
the maturity or the required redemption or repurchase of such Material
Indebtedness (or, in the case of any such Material Indebtedness under any
Hedging Agreement, the early termination of or any required payment under
such Hedging Agreement);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (f) any reportable event (as defined in ERISA) that constitutes
grounds for the termination of any Plan by the PBGC, or for the
appointment by an appropriate court of a trustee to administer or
liquidate any Plan, or that could reasonably be expected to result in a
Material Adverse Effect, shall have occurred and shall be continuing 30
days after written notice to such effect shall have been given to the
Company by the Administrative Agent; or any Plan shall be
terminated by the PBGC; or a trustee shall be appointed to administer any
Plan; or the PBGC shall institute proceedings to administer or terminate
any Plan; and in the case of any such event the aggregate amount of
unfunded liabilities under any affected Plan shall exceed (either singly
or in the aggregate in the case of any such liability arising under more
than one Plan) US$20,000,000; or Holdings or any of its Subsidiaries or
any member of the Controlled Group of any of them shall withdraw
(completely or partially) from any multiemployer plan (as defined in
Section 4001(a)(3) of ERISA) and the aggregate amount of the liability of
Holdings and its Subsidiaries to such plan under Title IV of ERISA shall
exceed (either singly or in the aggregate in the case of any such
liability arising under more than one such plan) US$20,000,000;
|
| | (g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of Holdings or any Material Subsidiary or its debts, or
of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for Holdings or any
Material Subsidiary or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for 60
days or an order or decree approving or ordering any of the foregoing
shall be entered;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (h) Holdings or any Material Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a
timely and appropriate manner, any proceeding or petition described in
clause (g) of this Article, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar
official for Holdings or any Material Subsidiary or for a substantial
part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, or (v)
make a general assignment for the benefit of creditors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (i) one or more judgments for the payment of money in an aggregate
amount in excess of US$20,000,000 (except to the extent covered by
insurance as to which the insurer has acknowledged such coverage in
writing) shall be rendered against Holdings, any Subsidiary or any
combination thereof and the same shall remain undischarged for a period
of 60 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to
attach or levy upon any assets of Holdings or any Subsidiary to enforce
any such judgment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



---



##### 



51



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) an Event of Default shall have occurred and be continuing
under and as defined in the Five Year Credit Agreement;                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (k) Holdings, the Company, ASII or any Subsidiary Guarantor shall
fail to observe or perform any covenant, condition or agreement contained
in Article IX or in the Subsidiary Guarantee Agreement, as the case may
be, or the guarantee of Holdings, the Company or ASII hereunder or of any
Subsidiary Guarantor under the Subsidiary Guarantee Agreement shall not
be (or shall be claimed by Holdings, the Company, ASII or any Subsidiary
Guarantor not to be) valid or in full force and effect; or
|
| | (l) a Change in Control shall occur;                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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

ARTICLE VIII

The Administrative Agent

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

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

The Administrative Agent shall not have any duties or obligations except
those expressly set forth in the Credit Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated



---



##### 



52

by the Credit
Documents that the Administrative Agent is required to exercise in writing by
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 10.02), and
(c) except as expressly set forth in the Credit Documents, the Administrative
Agent shall not have any duty to disclose, or be liable for the failure to
disclose, any information relating to Holdings or any Subsidiary that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
10.02) or in the absence of its own gross negligence or wilful misconduct. The
Administrative Agent shall not be deemed to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by
a Borrower or a Lender, and the Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with any Credit Document, (ii) the
contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Credit
Document, (iv) the validity, enforceability, effectiveness or genuineness of
any Credit Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any
Credit Document, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

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

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

Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders and the Company. Upon any such resignation, the
Administrative Agent, or, if the Administrative Agent shall have resigned, the
Required Lenders, shall have the right (in consultation with, and with the
consent of (unless an Event of Default has occurred and is continuing pursuant
to clause (g) or (h) of Section 7.01), the Company, which shall not be
unreasonably withheld) to appoint a successor. If no successor shall have been
so appointed and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may (in consultation with, and with the consent
of (unless an Event of Default has occurred and is continuing pursuant to
clause (g) or (h) of Section 7.01), the Company, which shall not unreasonably
withhold such consent and which shall, if the retiring Administrative Agent
shall so request, designate and approve a successor Administrative Agent) on
behalf of the Lenders, appoint a successor Administrative Agent which shall be
a bank with an office in New York, New York, or an Affiliate of any such bank.
Upon the acceptance of its appointment as



---



##### 



53

Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After the Administrative Agents resignation hereunder,
the provisions of this Article and Section 10.03 shall continue in effect for
the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

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

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

ARTICLE IX

Guarantee

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

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

Each of Holdings, the Company and ASII further agrees that its guarantee
hereunder constitutes a promise of payment when due (whether or not any
bankruptcy or similar proceeding shall have stayed the accrual or collection of
any of the Obligations or operated as a discharge thereof) and not merely of
collection, and waives any right to require that any resort be had by any
Lender or the Administrative



---



##### 



54

Agent to any balance of any deposit account or
credit on the books of any Lender or the Administrative Agent in favor of
Holdings, any Borrower or Subsidiary or any other Person.

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

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

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

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



---



##### 



55

ARTICLE X

Miscellaneous

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



| |                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) if to the Borrower Agent, to it at One Centennial Avenue,
Piscataway, NJ, 08855, Attn. R. Scott Massengill, Treasurer, (Telecopy
No. (732) 980-6123);                                                                                                                                                                                                       
|
| | (b) if to any Borrower, to it in care of the Borrower Agent as
provided in paragraph (a) above;                                                                                                                                                                                                                                                                 
|
| | (c) if to the Administrative Agent, to The Chase Manhattan Bank,
Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
York, New York 10081, Attention of Maria M. Swales (Telecopy No. (212)
552-5662), with a copy to The Chase Manhattan Bank, 270 Park Avenue, New
York 10017, Attention of Randolph Cates (Telecopy No.(212) 270-1403);
|
| | (d) if to the Swingline Lender, to it at The Chase Manhattan Bank,
Attention of Maria M. Swales (Telecopy No. (212) 552-5662), with a copy
to the Administrative Agent as provided in paragraph (c) above; and                                                                                                                                                  
|
| | (e) if to any other Lender, to it at its address (or telecopy
number) set forth in its Administrative Questionnaire.                                                                                                                                                                                                                                            

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

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

(b) Neither this Agreement nor any other Credit Document nor any
provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by Holdings, the Company,
ASII and the Required Lenders or by Holdings, the Company,
ASII and the Administrative Agent with the consent of the Required Lenders and,
in the case of any other Credit



---



##### 



56

Document, each applicable Borrower (or the
Borrower Agent on behalf of such Borrower); providedthat no such agreement
shall (i) increase the Commitment of any Lender without the written consent of
such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of
interest thereon, or reduce any fees payable to any Lender hereunder, without
the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or
excuse any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender
affected thereby, (v) change Section 2.08(c) or (d)(iii) in a manner that would
alter the pro rata reduction of the Commitments required thereby, without the
written consent of each Lender affected thereby, (vi) change any of the
provisions of this Section or the definition of Required Lenders or any other
provision of any Credit Document specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender or (vii) release Holdings, the Company or ASII from their
respective obligations under Article IX, in each case without the written
consent of each Lender; or release all or substantially all of the Subsidiary
Guarantors from their obligations under the Subsidiary Guarantee Agreement
without the written consent of Lenders representing more than 75% of the sum of
the total Revolving Credit Exposures and unused Commitments at such time;
provided furtherthat no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent or the Swingline Lender
hereunder without the prior written consent of the Administrative Agent or the
Swingline Lender, as the case may be. Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing entered
into by Holdings, the Company, ASII, the Required Lenders and the
Administrative Agent if (i) by the terms of such agreement the Commitment of
each Lender not consenting to the amendment provided for therein shall
terminate upon the effectiveness of such amendment and (ii) at the time such
amendment becomes effective, each Lender not consenting thereto receives
payment in full of the principal of and interest accrued on each Loan made by
it and all other amounts owing to it or accrued for its account under this
Agreement.

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

(b) The Borrowers shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an Indemnitee) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses
(other than Excluded Taxes), including the reasonable and documented fees,
charges and disbursements of counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of any Credit Document or any agreement
or instrument contemplated thereby, the performance by the parties to the
Credit Documents of their respective obligations thereunder or the consummation
of the Transactions or any other transactions contemplated



---



##### 



57

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

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

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

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



---



##### 



58

(f) Notwithstanding the foregoing paragraphs, nothing in this Section
shall require Holdings or any Borrower to indemnify the Administrative Agent or
Lender against or to reimburse the Administrative Agent or Lender for any cost
or reduction in amounts received that shall result from the Changes in Law or
other matters addressed in Section 2.14, 2.15 or 2.16 and that shall be
expressly excluded from the amounts for which Holdings and the Borrowers are
liable under such Sections.

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

(b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); providedthat (i) except
in the case of an assignment to a Lender (or an Affiliate of a Lender that is
sufficiently creditworthy that there would be no reasonable doubt as to its
ability to perform its obligations hereunder), each of the Borrower Agent and
the Administrative Agent (and in the case of an assignment of all or a portion
of a Commitment, the Swingline Lender) must give their prior written consent to
such assignment (which consent shall not be unreasonably withheld), (ii) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lenders Commitment,
the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than US$10,000,000 unless each of the Borrower Agent and the
Administrative Agent otherwise consent, (iii) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lenders
rights and obligations under this Agreement, except that this clause (iii)
shall not apply to rights in respect of outstanding Competitive Loans, (iv) the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation
fee of US$3,500, and (v) the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire; and
provided furtherthat any consent of the Borrower Agent otherwise required
under this paragraph shall not be required if an Event of Default under clause
(g) or (h) of Section 7.01 has occurred and is continuing. Subject to
acceptance and recording thereof pursuant to paragraph (d) of this Section,
from and after the effective date specified in each Assignment and Acceptance
the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lenders
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections
2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e)
of this Section.

(c) The Administrative Agent, acting for this purpose as the
Administrative Agent of each Borrower, shall maintain at one of its offices in
The City of New York a copy of each Assignment and Acceptance delivered to it
and a register for the recordation of the names and addresses of the Lenders,
and



---



##### 



59

the Commitment of, and principal amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the Register). The entries
in the Register shall be conclusive, and the Borrowers, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by any Borrower, the Administrative Agent and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

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

(e) Any Lender may, without the consent of any Borrower or the
Administrative Agent, or the Swingline Lender sell participations to one or
more banks or other entities (a Participant) in all or a portion of such
Lenders rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); providedthat (i) such
Lenders obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the Administrative
Agent, the Swingline Lender and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lenders rights and
obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce the Credit Documents and to approve any
amendment, modification or waiver of any provision of the Credit Documents;
providedthat such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 10.02(b) that
affects such Participant. Subject to paragraph (f) of this Section, each
Borrower agrees that each Participant shall be entitled to the benefits of and
be subject to all the obligations of a Lender under Sections 2.14, 2.15 and
2.16 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section
10.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.17(c) as though it were a Lender.

(f) A Participant shall not be entitled to receive any greater payment
under Section 2.14 or 2.16 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.16 unless the Borrower Agent is notified
of the participation sold to such Participant and such Participant agrees, for
the benefit of the Borrowers, to comply with Sections 2.16(e) as though it were
a Lender. The provisions of Section 2.18 shall apply to each Participant as
though it were a Lender.

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



---



##### 



60

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

SECTION 10.05. Survival. All covenants, agreements, representations and
warranties made by the Credit Parties herein, in the other Credit Documents and
in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Credit Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Credit Documents and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
and so long as the Commitments have not expired or terminated. The provisions
of Sections 2.14, 2.15, 2.16 and 10.03 and Article VIII shall survive and
remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.

SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement, the
other Credit Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other
parties



---



##### 



61

hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

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

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

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

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

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

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

SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY



---



##### 



62

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

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

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

SECTION 10.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any
Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the Charges), shall
exceed the maximum lawful rate (the Maximum Rate) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest



---



##### 



63

thereon at the Federal Funds Effective Rate to
the date of repayment, shall have been received by such Lender.

SECTION 10.14. Release of Guarantees; Termination of Certain Covenants
and Subsidiary Guarantee Agreement. (a) Notwithstanding any contrary
provision herein or in any other Credit Document, if the Borrower Agent shall
request the release under the Subsidiary Guarantee Agreement of any Subsidiary
Guarantor upon the sale of all the Equity Interests in such Subsidiary
Guarantor owned by Holdings and the Subsidiaries to a Person other than
Holdings or a Subsidiary in a transaction permitted under the terms of this
Agreement and shall deliver to the Administrative Agent a certificate to the
effect that such sale will comply with the terms of this Agreement, the
Administrative Agent, if satisfied that the applicable certificate is correct,
shall, without the consent of any Lender, execute and deliver all such releases
or other instruments, and take all such further actions, as shall be necessary
to effectuate the release of such Subsidiary Guarantor from its obligations
under the Subsidiary Guarantee Agreement substantially simultaneously with or
promptly after the completion of such sale or other disposition.

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

(c) At any time when a Class II Termination Condition shall occur,
Sections 5.08, 6.01 and 6.04 and the Subsidiary Guarantee Agreement shall
terminate and be of no further force and effect; providedthat if at any time
after the occurrence of a Class II Termination Condition either Moodys or S&P
shall downgrade its Index Rating such that a Class II Termination Condition
shall no longer be in effect, such Sections and the Subsidiary Guarantee
Agreement shall be automatically reinstated on the date of such downgrade and
each Subsidiary required to be party to the Subsidiary Guarantee Agreement in
order for the Guarantee Requirement to be satisfied will execute such
instruments as the Administrative Agent may reasonably request to evidence and
confirm its Guarantee of the Obligations to the extent that such Guarantee
would not violate applicable laws or joint venture or similar agreements with
third parties, result in liability on the part of officers, directors or
employees of such Subsidiary or result in adverse tax consequences (as
determined by Holdings in consultation with the Administrative Agent) for
Holdings or any of its Subsidiaries.

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



---



##### 



64

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

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



---



##### 



65

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



---



##### 



66

| |  |                             |  |                                                                                                          
| |  | --------------------------- |  | ---------------------------------------------------------------------------------------------------------
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | PB CAPITAL CORPORATION,    
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | by                          |  | /s/ Richard Cameron
Name: Richard Cameron
Title: Vice President                                          
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | by                          |  | /s/ Aurelio Almonte
Name: Aurelio Almonte
Title: Associate                                               
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | HSBC BANK USA,             
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | by                          |  | /s/ Sarah McClintock
Name: Sarah McClintock
Title: First Vice President                                  
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | NATEXIS BANQUES POPULAIRES,
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | by                          |  | /s/ Pieter J. van Tulder
Name: Pieter J. van Tulder
Title: Vice President and Manager
Multinational Group
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | by                          |  | /s/ Christine Dirringer
Name: Christine Dirringer
Title: Vice President                                  
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | ABN AMRO BANK N.V.,        
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | by                          |  | /s/ Nancy W. Lanzoni
Name: Nancy W. Lanzoni
Title: Group Vice President                                  
|
|
|
|
| |  |                             |  |                                                                                                          
|
|
|
|
| |  | by                          |  | /s/ Richard Schrage
Name: Richard Schrage
Title: Vice President                                          



---



##### 



67

| |  |                                             |  |                                                                                           
| |  | ------------------------------------------- |  | ------------------------------------------------------------------------------------------
|
|
|
|
| |  |                                             |  |                                                                                           
|
|
|
|
| |  | FIRSTAR BANK, NA,                          
|
|
|
|
| |  |                                             |  |                                                                                           
|
|
|
|
| |  | by                                          |  | /s/ John Franceschi
Name: John Franceschi
Title: Assistant Vice President                 
|
|
|
|
| |  |                                             |  |                                                                                           
|
|
|
|
| |  | CREDIT INDUSTRIEL ET COMMERCIAL,           
|
|
|
|
| |  |                                             |  |                                                                                           
|
|
|
|
| |  | by                                          |  | /s/ Sean Mournier
Name: Sean Mournier
Title: First Vice President                         
|
|
|
|
| |  |                                             |  |                                                                                           
|
|
|
|
| |  | by                                          |  | /s/ Marcus Edward
Name: Marcus Edward
Title: Vice President                               
|
|
|
|
| |  |                                             |  |                                                                                           
|
|
|
|
| |  | THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY,
|
|
|
|
| |  |                                             |  |                                                                                           
|
|
|
|
| |  | by                                          |  | /s/ Andreas Pantelli
Name: Andreas Pantelli
Title: Senior Vice President &
Department Head
|
|
|
|
| |  |                                             |  |                                                                                           
|
|
|
|
| |  | ALLIED IRISH BANK, PLC,                    
|
|
|
|
| |  |                                             |  |                                                                                           
|
|
|
|
| |  | by                                          |  | /s/ William J. Strickland
Name: William J. Strickland
Title: President and CEO            
|
|
|
|
| |  |                                             |  |                                                                                           
|
|
|
|
| |  | by                                          |  | /s/ Germaine Reusch
Name: Germaine Reusch
Title: Vice President                           



---



##### 



68

| |  |                           |  |                                                                                                        
| |  | ------------------------- |  | -------------------------------------------------------------------------------------------------------
|
|
|
|
| |  |                           |  |                                                                                                        
|
|
|
|
| |  | THE BANK OF NOVA SCOTIA, 
|
|
|
|
| |  |                           |  |                                                                                                        
|
|
|
|
| |  | by                        |  | /s/ Brian S. Allen
Name: Brian S. Allen
Title: Managing Director                                       
|
|
|
|
| |  |                           |  |                                                                                                        
|
|
|
|
| |  | LLOYDS TSB BANK PLC,     
|
|
|
|
| |  |                           |  |                                                                                                        
|
|
|
|
| |  | by                        |  | /s/ Richard M. Heath
Name: Richard M. Heath
Title: Vice President, Corporate Banking,
USA H009         
|
|
|
|
| |  |                           |  |                                                                                                        
|
|
|
|
| |  | by                        |  | /s/ Catherine Rankin
Name: Catherine Rankin
Title: Assistant Vice President R027                       
|
|
|
|
| |  |                           |  |                                                                                                        
|
|
|
|
| |  | FLEET NATIONAL BANK,     
|
|
|
|
| |  |                           |  |                                                                                                        
|
|
|
|
| |  | by                        |  | /s/ Miguel J. Medida
Name: Miguel J. Medida
Title: Managing Director                                   
|
|
|
|
| |  |                           |  |                                                                                                        
|
|
|
|
| |  | CREDIT AGRICOLE INDOSUEZ,
|
|
|
|
| |  |                           |  |                                                                                                        
|
|
|
|
| |  | by                        |  | /s/ Richard A. Drennan
Name: Richard A. Drennan
Title: Vice President
Senior Relationship Manager      
|
|
|
|
| |  |                           |  |                                                                                                        
|
|
|
|
| |  | by                        |  | /s/ Raymond A. Falkenberg
Name: Raymond A. Falkenberg
Title: Vice President
Senior Relationship Manager



---



##### 



69

| |  |                                                      |  |                                                                                      
| |  | ---------------------------------------------------- |  | -------------------------------------------------------------------------------------
|
|
|
|
| |  |                                                      |  |                                                                                      
|
|
|
|
| |  | BAYERISCHE HYPO- UND VEREINSBANK AG,
NEW YORK BRANCH
|
|
|
|
| |  |                                                      |  |                                                                                      
|
|
|
|
| |  | by                                                   |  | /s/ Richard H. Cardover
Name: Richard H. Cardover
Title: Director                    
|
|
|
|
| |  |                                                      |  |                                                                                      
|
|
|
|
| |  | by                                                   |  | /s/ John L. Murphy
Name: John L. Murphy
Title: Director                              
|
|
|
|
| |  |                                                      |  |                                                                                      
|
|
|
|
| |  | BARCLAYS BANK PLC,                                  
|
|
|
|
| |  |                                                      |  |                                                                                      
|
|
|
|
| |  | by                                                   |  | /s/ L. Peter Yetman
Name: L. Peter Yetman
Title: Director                            
|
|
|
|
| |  |                                                      |  |                                                                                      
|
|
|
|
| |  | CREDIT LYONNAIS NEW YORK BRANCH,                    
|
|
|
|
| |  |                                                      |  |                                                                                      
|
|
|
|
| |  | by                                                   |  | /s/ Attila Koc
Name: Attila Koc
Title: Senior Vice President                         
|
|
|
|
| |  |                                                      |  |                                                                                      
|
|
|
|
| |  | SOCIETE GENERALE,                                   
|
|
|
|
| |  |                                                      |  |                                                                                      
|
|
|
|
| |  | by                                                   |  | /s/ Ambrish D. Thanawala
Name: Ambrish D. Thanawala
Title: Director Corporate Banking



---



##### 



70

| |  |                                                      |  |                                                                            
| |  | ---------------------------------------------------- |  | ---------------------------------------------------------------------------
|
|
|
|
| |  |                                                      |  |                                                                            
|
|
|
|
| |  | BANCA NAZIONALE DEL LAVORO S.p.A. -
NEW YORK BRANCH,
|
|
|
|
| |  |                                                      |  |                                                                            
|
|
|
|
| |  | by                                                   |  | /s/ Leonardo Valentini
Name: Leonardo Valentini
Title: First Vice President
|
|
|
|
| |  |                                                      |  |                                                                            
|
|
|
|
| |  | by                                                   |  | /s/ Frederic W. Hall
Name: Frederic W. Hall
Title: Vice President          
|
|
|
|
| |  |                                                      |  |                                                                            
|
|
|
|
| |  | BNP PARIBAS,                                        
|
|
|
|
| |  |                                                      |  |                                                                            
|
|
|
|
| |  | by                                                   |  | /s/ Duane P. Helkowski
Name: Duane P. Helkowski
Title: Director            
|
|
|
|
| |  |                                                      |  |                                                                            
|
|
|
|
| |  | by                                                   |  | /s/ Shayn P. March
Name: Shayn P. March
Title: Vice President              
|
|
|
|
| |  |                                                      |  |                                                                            
|
|
|
|
| |  | BANK OF AMERICA, N.A.,                              
|
|
|
|
| |  |                                                      |  |                                                                            
|
|
|
|
| |  | by                                                   |  | /s/ John Pocalyko
Name: John Pocalyko
Title: Managing Director             
|
|
|
|
| |  |                                                      |  |                                                                            
|
|
|
|
| |  | BANK OF TOKYO-MITSUBISHI TRUST COMPANY,             
|
|
|
|
| |  |                                                      |  |                                                                            
|
|
|
|
| |  | by                                                   |  | /s/ R.F. Kay
Name: R.F. Kay
Title: Vice President                          



---



##### 



71

| |  |                                    |  |                                                                     
| |  | ---------------------------------- |  | --------------------------------------------------------------------
|
|
|
|
| |  |                                    |  |                                                                     
|
|
|
|
| |  | INTESABCI, NEW YORK BRANCH,       
|
|
|
|
| |  |                                    |  |                                                                     
|
|
|
|
| |  | by                                 |  | /s/ C. Dougherty
Name: C. Dougherty
Title: Vice President           
|
|
|
|
| |  |                                    |  |                                                                     
|
|
|
|
| |  | by                                 |  | /s/ Frank Maffei
Name: Frank Maffei
Title: Vice President           
|
|
|
|
| |  |                                    |  |                                                                     
|
|
|
|
| |  | DEUTSCHE BANK AG, NEW YORK BRANCH,
|
|
|
|
| |  |                                    |  |                                                                     
|
|
|
|
| |  | by                                 |  | /s/ Jean M. Hannigan

Name: Jean M. Hannigan
Title: Director        
|
|
|
|
| |  |                                    |  |                                                                     
|
|
|
|
| |  | by                                 |  | /s/ Stephanie Strohe
Name: Stephanie Strohe
Title: Director         
|
|
|
|
| |  |                                    |  |                                                                     
|
|
|
|
| |  | THE BANK OF NEW YORK,             
|
|
|
|
| |  |                                    |  |                                                                     
|
|
|
|
| |  | by                                 |  | /s/ Ernest Fung
Name: Ernest Fung
Title: Vice President             
|
|
|
|
| |  |                                    |  |                                                                     
|
|
|
|
| |  | CITIBANK, N.A.,                   
|
|
|
|
| |  |                                    |  |                                                                     
|
|
|
|
| |  | by                                 |  | /s/ John S. Hutchins
Name: John S. Hutchins
Title: Managing Director



---



##### 



EXHIBIT A

[FORM OF]

ASSIGNMENT AND ACCEPTANCE

Reference is made to the 364-Day Credit Agreement dated as of November 6,
2001 (as amended, supplemented, waived or otherwise modified from time to time,
the Credit Agreement), among American Standard Companies Inc., American
Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries, the Lenders from time to time party thereto, The Chase Manhattan
Bank, as Administrative Agent, Issuing Bank and Swingline Lender, Chase
Manhattan International Limited, as London Agent, Chase Manhattan International
Limited, as Italian Agent, Bank of America, N.A., Citibank, N.A. and Deutsche
Bank AG, as Co-Syndication Agents, and The Industrial Bank of Japan Trust
Company and Lloyds TSB Bank PLC, as Documentation Agents. Capitalized terms
used but not defined herein shall have the meanings specified in the Credit
Agreement.

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

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

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

Date of Assignment:_______________________________________________________________

Legal Name of Assignor:____________________________________________________________

Legal Name of Assignee:____________________________________________________________

Assignees Address for Notices:______________________________________________________

Effective Date of Assignment (Assignment Date):________________________________________

(such date to be at least 5 Business Days after Date of Assignment)




---



##### 



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

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





---



##### 



|                                |  |  |  | 
|------------------------------- |  |  |  | 
|                               
|                               
|                               
|                               
|_________________, as Assignee, |  |  |  | 

|                |  |                                                   
|--------------- |  | --------------------------------------------------
|                |  | Consented to (if required):                       
|               
|               
|               
|               
|                |  |                                                   
|               
|               
|               
|               
|by
Name:
Title: |  | THE CHASE MANHATTAN BANK, as Administrative Agent,
|               
|               
|               
|               
|                |  |                                                   
|               
|               
|               
|               
|                |  | by
Name:
Title:                                   
|               
|               
|               
|               
|                |  |                                                   
|               
|               
|               
|               
|                |  | [Swingline Lender],                               
|               
|               
|               
|               
|                |  |                                                   
|               
|               
|               
|               
|                |  | by
Name:
Title:                                   





---



##### 



EXHIBIT B-1

[FORM OF]



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

Reference is made to the 364-Day Credit Agreement dated as of November 6,
2001 (as amended, supplemented, waived or otherwise modified from time to time,
the Credit Agreement), among American Standard Companies Inc., American
Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries, the Lenders from time to time party thereto, The Chase Manhattan
Bank, as Administrative Agent and Swingline Lender, Bank of America, N.A.,
Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents, and The
Industrial Bank of Japan Trust Company and Lloyds TSB Bank PLC, as
Documentation Agents. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement.

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

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

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

| |  |                                                    
| |  | ---------------------------------------------------
| |  | AMERICAN STANDARD COMPANIES INC.,
as Borrower Agent
|
|
|
|
| |  |                                                    
|
|
|
|
| |  | by
Name:                                           
|
|
|
|
| |  | Title:                                             





---



##### 



| |  |                                                   
| |  | --------------------------------------------------
| |  | [NAME OF NEW BORROWING SUBSIDIARY]                
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | by
Name:                                          
|
|
|
|
| |  | Title:                                            
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | THE CHASE MANHATTAN BANK, as
Administrative Agent,
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | by
Name:                                          
|
|
|
|
| |  | Title:                                            





---



##### 



EXHIBIT B-2

[FORM OF]

BORROWING SUBSIDIARY TERMINATION

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

[Date]

Ladies and Gentlemen:

The undersigned, American Standard Companies Inc., as Borrower Agent (the
"Borrower Agent), refers to the 364-Day Credit Agreement dated as of November
6, 2001 (as amended, supplemented, waived or otherwise modified from time to
time, the Credit Agreement), among American Standard Companies Inc., American
Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries, the Lenders from time to time party thereto, The Chase Manhattan
Bank, as Administrative Agent and Swingline Lender, Bank of America, N.A.,
Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents, and The
Industrial Bank of Japan Trust Company and Lloyds TSB Bank PLC, as
Documentation Agents. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement.

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

| |  |                                                    
| |  | ---------------------------------------------------
| |  | Very truly yours,                                  
|
|
|
|
| |  |                                                    
|
|
|
|
| |  | AMERICAN STANDARD COMPANIES
INC., as Borrower Agent
|
|
|
|
| |  |                                                    
|
|
|
|
| |  | by
Name:
Title:                                    





---



##### 



EXHIBIT C

RESERVE COSTS

Reference is made to the 364-Day Credit Agreement dated as of November 6,
2001 (as amended, supplemented, waived or otherwise modified from time to time,
the Credit Agreement), among American Standard Companies Inc., American
Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries, the Lenders from time to time party thereto, The Chase Manhattan
Bank, as Administrative Agent and Swingline Lender, Bank of America, N.A.,
Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents, and The
Industrial Bank of Japan Trust Company and Lloyds TSB Bank PLC, as
Documentation Agents. Capitalized terms used but not defined herein shall have
the meanings specified in the Credit Agreement.



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



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



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

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





---



##### 



For other Foreign Currencies:

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

where on the day of application of the formula

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



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





---



##### 



EXHIBIT E

AMERICAN STANDARD COMPANIES INC.

FINANCIAL OFFICERS COMPLIANCE CERTIFICATE

Reference is made to the 364-Day Credit Agreement dated as of November 6,
2001 (as amended, supplemented, waived or otherwise modified from time to time,
the Credit Agreement), among American Standard Companies Inc. (Holdings),
American Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries, the Lenders from time to time party thereto, The Chase Manhattan
Bank, as Administrative Agent and Swingline Lender, Bank of America, N.A.,
Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents, and The
Industrial Bank of Japan Trust Company and Lloyds TSB Bank PLC, as
Documentation Agents (capitalized terms used herein have the meanings
attributed thereto in the Credit Agreement unless otherwise defined herein).
Pursuant to Section 5.05 of the Credit Agreement, the undersigned, in his/her
capacity as a Financial Officer of Holdings, certifies as follows:



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





---



##### 



| |  |       |  |                                                                                                  |  |                                                                                                  
| |  | ----- |  | ------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------
| |  | (i)   |  | Consolidated Total Debt to
Consolidated EBITDA ratio.                                           
|
|
|
|
| |  |       |  |                                                                                                  |  |                                                                                                  
|
|
|
|
| |  |       |  | Consolidated Total Debt =
Consolidated EBITDA=
Actual Ratio=
Required Ratio=                     |  | [                  ]
[                  ]
[                  ] to 1.0
[                  ] to 1.0
|
|
|
|
| |  |       |  |                                                                                                  |  |                                                                                                  
|
|
|
|
| |  | (ii)  |  | Consolidated Free Cash Flow to
Consolidated Interest Expense ratio.                             
|
|
|
|
| |  |       |  |                                                                                                  |  |                                                                                                  
|
|
|
|
| |  |       |  | Consolidated Free Cash Flow=
Consolidated Interest Expense=
Actual Ratio=
Required Ratio=        |  | [                  ]
[                  ]
[                  ] to 1.0
[                  ] to 1.0
|
|
|
|
| |  |       |  |                                                                                                  |  |                                                                                                  
|
|
|
|
| |  | (iii) |  | Consolidated Net Tangible Assets.                                                                |  |                                                                                                  
|
|
|
|
| |  |       |  |                                                                                                  |  |                                                                                                  
|
|
|
|
| |  | less  |  | net aggregate assets =
net current liabilities =
goodwill and other allowed intangibles =
Total= |  | [                  ]
 
[                  ]
[                  ]
[                  ]            



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

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

| |  |                                   |  |                                
| |  | --------------------------------- |  | -------------------------------
| |  | AMERICAN STANDARD COMPANIES INC.,
|
|
|
|
| |  |                                   |  |                                
|
|
|
|
| |  | By:                               |  |                                
|
|
|
|
| |  |                                   |  | Name:
Title:  Financial Officer



---



##### 



EXHIBIT F

PROMISSORY NOTE

New York, New York
[Date]

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

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

This note is one of the promissory notes issued pursuant to the 364-Day
Credit Agreement dated as of November 6, 2001 (as amended, supplemented, waived
or otherwise modified from time to time, the Credit Agreement), among
American Standard Companies Inc., American Standard Inc., American Standard
International Inc., the Borrowing Subsidiaries, the Lenders from time to time
party thereto, The Chase Manhattan Bank, as Administrative Agent and Swingline
Lender, Bank of America, N.A., Citibank, N.A. and Deutsche Bank AG, as
Co-Syndication Agents, and The Industrial Bank of Japan Trust Company and
Lloyds TSB Bank PLC, as Documentation Agents. Terms defined in the Credit
Agreement are used herein with the same meanings. Reference is made to the
Credit Agreement for provisions for the mandatory and optional prepayment
hereof and the acceleration of the maturity hereof.

| |  |                     |  |             
| |  | ------------------- |  | ------------
| |  | [NAME OF BORROWER],
|
|
|
|
| |  |                     |  |             
|
|
|
|
| |  | by                  |  |             
|
|
|
|
| |  |                     |  | Name:
Title:



---



##### 



SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

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







---



##### 



EXHIBIT G

[FORM OF]



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

Reference is made to the 364-Day Credit Agreement dated as of November 6,
2001 (as amended, supplemented, waived or otherwise modified from time to time,
the Credit Agreement), among American Standard Companies Inc., American
Standard Inc., American Standard International Inc., the Borrowing Subsidiaries
from time to time party thereto, the Lenders from time to time party thereto,
The Chase Manhattan Bank, as Administrative Agent and Swingline Lender, Bank of
America, N.A., Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents,
and The Industrial Bank of Japan Trust Company and Lloyds TSB Bank PLC, as
Documentation Agents. Capitalized terms used and not defined herein shall have
the meanings assigned to such terms in the Credit Agreement.

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

Accordingly, the parties hereto agree as follows:

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

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

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



---



##### 



2

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

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

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

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

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



---



##### 



3

Lender as provided
above, all rights of such Guarantor against any Borrower arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subordinate and junior in right of
payment to the prior indefeasible payment in full in cash of all the
Obligations. In addition, any indebtedness of a Borrower now or hereafter held
by any Guarantor is hereby subordinated in right of payment to the prior
payment in full of the Obligations. If any amount shall erroneously be paid to
any Guarantor on account of (i) such subrogation, contribution, reimbursement,
indemnity or similar right or (ii) any such indebtedness of such Borrower, such
amount shall be held in trust for the benefit of the Lenders and shall
forthwith be paid to the Administrative Agent to be credited against the
payment of the Obligations, whether matured or unmatured, in accordance with
the terms of the Credit Documents.

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

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

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

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

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

SECTION 12. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent in exercising any power or right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a
right or power, preclude any other or further exercise thereof or the exercise
of any other right or power. The rights and remedies of the Administrative
Agent hereunder and of the other Lenders under the other Credit Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Guarantor therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice or demand on any Guarantor in any case shall entitle such
Guarantor to any other or further notice or demand in similar or other
circumstances.

(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to a written agreement entered into between
the Guarantors with respect to which



---



##### 



4

such waiver, amendment or modification
relates and the Administrative Agent, with the prior written consent of the
Required Lenders (except as otherwise provided in the Credit Agreement).

SECTION 13. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 14. Notices. All communications and notices hereunder shall be
in writing and given as provided in Section 10.01 of the Credit Agreement. All
communications and notices hereunder to each Guarantor shall be given to it in
care of The Borrower Agent.

SECTION 15. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by the Guarantors herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Credit Document shall be considered
to have been relied upon by the Administrative Agent and the other Lenders and
shall survive the making by the Lenders of the Loans regardless of any
investigation made by the Lenders or on their behalf, and shall continue in
full force and effect as long as the principal of
or any accrued interest on any Loan or any other fee or amount payable under
this Agreement or any other Credit Document is outstanding and unpaid and as
long as the Commitments have not expired or been terminated.

(b) In the event any one or more of the provisions contained in this
Agreement or in any other Credit Document should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

SECTION 16. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective
as provided in Section 11. Delivery of an executed signature page to this
Agreement by fax transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement.

SECTION 17. Rules of Interpretation. The rules of interpretation
specified in Sections 1.02 through 1.05 of the Credit Agreement shall be
applicable to this Agreement.

SECTION 18. Jurisdiction; Consent to Service of Process. (a) Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Credit Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that
the Administrative Agent or any other Lender may otherwise have to bring any
action or proceeding relating to this Agreement or the other Credit Documents
against any Guarantor or its properties in the courts of any jurisdiction.

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

(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 14. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.



---



##### 



5

SECTION 19. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS APPLICABLE, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

SECTION 20. Additional Guarantors. Pursuant to Section 5.08 of the
Credit Agreement, each Material Subsidiary of Holdings (other than the Company
and ASII) that is not a Guarantor hereunder is required to enter into this
Agreement as a Guarantor. Upon execution and delivery after the date hereof by
the Administrative Agent and any Subsidiary of an instrument in the form of
Annex 1 (an Additional Guarantor Supplement), such Subsidiary shall become a
Guarantor hereunder with the same force and effect as if originally named as a
Guarantor herein. The execution and delivery of any Additional Guarantor
Supplement adding an additional Guarantor as a party to this Agreement shall
not require the consent of any other Guarantor hereunder. The rights and
obligations of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this Agreement.

SECTION 21. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held and other Indebtedness at any time owing by such Lender to or for the
credit or the account of any Guarantor against any or all the obligations of
such Guarantor now or hereafter existing under this Agreement and the other
Credit Documents held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement or any other Credit
Document and although such obligations may be unmatured. The rights of each
Lender under this Section 21 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.



---



##### 



6

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

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





---



##### 



7

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



---



##### 



8

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



---



##### 



9

Schedule I to the
Subsidiary Guarantee Agreement

Guarantors

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





---



##### 



10

Schedule II to the
Subsidiary Guarantee Agreement

Limitations on Obligations of Non-US Guarantors

No Non-US Guarantor shall be a guarantor under the Subsidiary Guarantee
Agreement for any Obligations of any Non-US Subsidiary if the guarantee of such
Obligations of such Non-US Subsidiary by such Non-US Guarantor would result in
(A) any violation of any applicable law or any joint venture or similar
agreement with any Person other than Holdings or a Subsidiary, (B) any
liability on the part of the officers, directors or employees of such Non-US
Guarantor, or (C) any adverse tax consequences for Holdings or any of its
Subsidiaries.

Based on the foregoing, unless written notice amending Schedule II is delivered
to the Administrative Agent hereafter, no Non-US Guarantor is guaranteeing the
Obligations of any other Non-US Subsidiary other than its own subsidiaries,
and, in any event, only in excess of its stated capital.



---



##### 



1

Annex 1 to the
Subsidiary Guarantee Agreement



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | SUPPLEMENT
NO.           dated as of                    , to the Subsidiary
Guarantee Agreement dated as of November 6, 2001, among each of the
subsidiaries listed on Schedule I thereto (collectively, the
Guarantors) of AMERICAN STANDARD COMPANIES INC., a Delaware
corporation (Holdings), and THE CHASE MANHATTAN BANK, as
administrative agent (the Administrative Agent) for the Lenders
(as defined in the Credit Agreement referred to below).

A. Reference is made to (a) the 364-Day Credit Agreement dated as of
November 6, 2001 (as amended, supplemented, waived or otherwise modified from
time to time, the Credit Agreement), among American Standard Companies Inc.,
American Standard Inc., American Standard International Inc., the Borrowing
Subsidiaries from time to time party thereto, the Lenders from time to time
party thereto, The Chase Manhattan Bank, as Administrative Agent and Swingline
Lender, Bank of America, N.A., Citibank, N.A. and Deutsche Bank AG, as
Co-Syndication Agents, and The Industrial Bank of Japan Trust Company and
Lloyds TSB Bank PLC, as Documentation Agents and (b) the Subsidiary Guarantee
Agreement dated as of November 6, 2001, among the Guarantors and the
Administrative Agent (the Guarantee Agreement).

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

C. The Guarantors have entered into the Guarantee Agreement in order to
induce the Lenders to make Loans. Pursuant to Section 5.08 of the Credit
Agreement, each Material Subsidiary of Holdings (other than the Company and
ASII) that is not a party to the Guarantee Agreement is required to enter into
the Guarantee Agreement as a Guarantor. Section 20 of the Guarantee Agreement
provides that additional Subsidiaries of Holdings may become Guarantors under
the Guarantee Agreement by execution and delivery of an instrument in the form
of this Supplement. The undersigned Subsidiary of Holdings (the New
Guarantor) is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Guarantor under the Guarantee Agreement in
order to induce the Lenders to make additional Loans and as consideration for
Loans previously made.

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

SECTION 1. In accordance with Section 20 of the Guarantee Agreement, the
New Guarantor by its signature below becomes a Guarantor under the Guarantee
Agreement with the same force and effect as if originally named therein as a
Guarantor and the New Guarantor hereby (a) agrees to all the terms and
provisions of the Guarantee Agreement applicable to it as a Guarantor
thereunder and (b) represents and warrants that the representations and
warranties made by it as a Guarantor thereunder are true and correct on and as
of the date hereof. Each reference to a Guarantor in the Guarantee Agreement
shall be deemed to include the New Guarantor. The Guarantee Agreement is
hereby incorporated herein by reference.

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

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

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

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



---



##### 



2

SECTION 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Guarantee Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

SECTION 7. All communications and notices hereunder shall be in writing
and given as provided in Section 14 of the Guarantee Agreement. All
communications and notices hereunder to the New Guarantor shall be given to it
at the address set forth under its signature below, with a copy to the Borrower
Agent.

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

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

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





---



##### 



EXHIBIT H

[FORM OF]



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT
dated as of November 6, 2001, among AMERICAN STANDARD
COMPANIES INC. (Holdings); AMERICAN STANDARD INC. and
AMERICAN STANDARD INTERNATIONAL INC. (collectively, the
Borrowers); each of the subsidiaries listed on Schedule I
hereto (collectively, the Guarantors) of American
Standard Companies Inc; and THE CHASE MANHATTAN BANK, as
administrative agent (the Administrative Agent) for the
Lenders (as defined in the Credit Agreement referred to
below).

Reference is made to (a) 364-Day Credit Agreement dated as of November 6,
2001 (as amended, supplemented, waived or otherwise modified from time to time,
the Credit Agreement), among American Standard Companies Inc., American
Standard Inc., American Standard International Inc., the Borrowing Subsidiaries
from time to time party thereto, the Lenders from time to time party thereto,
The Chase Manhattan Bank, as Administrative Agent and Swingline Lender, Bank of
America, N.A., Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents,
and The Industrial Bank of Japan Trust Company and Lloyds TSB Bank PLC, as
Documentation Agents and (b) the Subsidiary Guarantee Agreement dated as of
November 6, 2001, among the Guarantors and the Administrative Agent (the
Guarantee Agreement). Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Credit Agreement.

The Lenders have agreed to make Loans to the Borrowers pursuant to, and
upon the terms and subject to the conditions specified in, the Credit
Agreement. The Guarantors have guaranteed such Loans and the other Obligations
(as defined in the Guarantee Agreement) of the Credit Parties under the Credit
Agreement and other Credit Parties pursuant to the Guarantee Agreement. The
obligations of the Lenders to make Loans are conditioned upon, among other
things, the execution and delivery by Holdings, the Borrowers and the
Guarantors of an agreement in the form hereof.

Accordingly, Holdings, the Borrowers, each Guarantor and the
Administrative Agent agree as follows:

SECTION 1. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but
subject to Section 3), Holdings and each Borrower agrees that in the event a
payment shall be made by any Guarantor under the Guarantee Agreement, Holdings
and each Borrower shall be jointly and severally liable to indemnify such
Guarantor for the full amount of such payment and such Guarantor shall be
subrogated to the rights of the person to whom such payment shall have been
made to the extent of such payment.

SECTION 2. Contribution and Subrogation. Each Guarantor (a Contributing
Guarantor) agrees (subject to Section 3) that, in the event a payment shall be
made by any other Guarantor under the Guarantee Agreement to satisfy a claim of
the Administrative Agent or any Lender and such other Guarantor (the Claiming
Guarantor) shall not have been fully indemnified by Holdings and the Borrowers
as provided in Section 1, the Contributing Guarantor shall indemnify the
Claiming Guarantor in an amount equal to the amount of such payment multiplied
by a fraction of which the numerator shall be the net worth of the Contributing
Guarantor on the date hereof (or, in the case of any Guarantor becoming a party
hereto pursuant to Section 12, the date of the Supplement hereto executed and
delivered by such Guarantor) and the denominator shall be the aggregate net
worth of all the Guarantors on the date hereof (or, in the case of any
Guarantor becoming a party hereto pursuant to Section 12, the date of the
Supplement hereto executed and delivered by such Guarantor). Any Contributing
Guarantor making any payment to a Claiming Guarantor pursuant to this Section 2
shall be subrogated to the rights of such Claiming Guarantor under Section 1 to
the extent of such payment.

SECTION 3. Subordination. Notwithstanding any provision of this
Agreement to the contrary, all rights of the Guarantors under Sections 1 and 2
and all other rights of indemnity, contribution or subrogation under applicable
law or otherwise shall be fully subordinated to the indefeasible payment in
full in cash of the Obligations. No failure on the part of Holdings, any
Borrower or any Guarantor to make
the payments required by Sections 1 and 2 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and
liabilities of any Guarantor with respect to its obligations hereunder, and
each Guarantor shall remain liable for the full amount of the obligations of
such Guarantor hereunder.

SECTION 4. Termination. This Agreement shall survive and be in full
force and effect so long as any Obligation is outstanding and has not been
indefeasibly paid in full in cash, and so long as any of the Commitments under
the Credit Agreement have not been terminated, and shall continue to be
effective or





---



##### 



2

be reinstated, as the case may be, if at any time payment, or any
part thereof, of any Obligation is rescinded or must otherwise be restored by
the Administrative Agent or any other Lender or any Guarantor upon the
bankruptcy or reorganization of Holdings, any Borrower, any Guarantor or
otherwise.

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

SECTION 6. No Waiver; Amendment. (a) No failure on the part of the
Administrative Agent or any Guarantor to exercise, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or remedy by the
Administrative Agent or any Guarantor preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. All remedies
hereunder are cumulative and are not exclusive of any other remedies provided
by law. None of the Administrative Agent and the Guarantors shall be deemed to
have waived any rights hereunder unless such waiver shall be in writing and
signed by such parties.

(b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to a written agreement entered into between the
Borrowers, the Guarantors and the Administrative Agent, with the prior written
consent of the Required Lenders (except as otherwise provided in the Credit
Agreement).

SECTION 7. Notices. All communications and notices hereunder shall be in
writing and given as provided in the Guarantee Agreement and addressed as
specified therein.

SECTION 8. Binding Agreement; Assignments. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of the parties that are contained in this
Agreement shall bind and inure to the benefit of their respective successors
and assigns. No Borrower or Guarantor may assign or transfer any of its rights
or obligations hereunder (and any such attempted assignment or transfer shall
be void) without the prior written consent of the Required Lenders.
Notwithstanding the foregoing, at the time any Guarantor is released from its
obligations under the Guarantee Agreement in accordance with such Guarantee
Agreement and the Credit Agreement, such Guarantor will cease to have any
rights or obligations under this Agreement.

SECTION 9. Survival of Agreement; Severability. (a) All covenants and
agreements made by each Borrower and each Guarantor herein and in the
certificates or other instruments prepared or delivered in connection with this
Agreement or the other Credit Documents shall be considered to have been relied
upon by the Administrative Agent, the other Lender and each Guarantor and shall
survive the making by the Lenders of the Loans, and shall continue in full
force and effect as long as the principal of or any accrued interest on any
Loans or any other fee or amount payable under the Credit Agreement or this
Agreement or under any of the other Credit Documents is outstanding and unpaid
and as long as the Commitments have not expired or been terminated.

(b) In case any one or more of the provisions contained in this Agreement
should be held invalid, illegal or unenforceable in any respect, no party
hereto shall be required to comply with such provision for so long as such
provision is held to be invalid, illegal or unenforceable, but the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby. The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

SECTION 10. Counterparts. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement shall be effective with respect
to any Guarantor when a counterpart bearing the signature of such Guarantor
shall have been delivered to the Administrative Agent. Delivery of an executed
signature page to this Agreement by fax transmission shall be as effective as
delivery of a manually signed counterpart of this Agreement.

SECTION 11. Rules of Interpretation. The rules of interpretation
specified in Sections 1.02 to 1.05 of the Credit Agreement shall be applicable
to this Agreement.





---



##### 



3

SECTION 12. Additional Guarantors. Pursuant to Section 5.08 of the
Credit Agreement, each Material Subsidiary (other than the Company and ASII) is
required to enter into this Agreement as a Guarantor. Upon execution and
delivery, after the date hereof, by the Administrative Agent and such a
Subsidiary of an instrument in the form of Annex 1 hereto, such Subsidiary
shall become a Guarantor hereunder with the same force and effect as if
originally named as a Guarantor hereunder. The execution and delivery of any
instrument adding an additional Guarantor as a party to this Agreement shall
not require the consent of any Guarantor hereunder. The rights and obligations
of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this Agreement.





---



##### 



4

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

| |  |                                   |  |       
| |  | --------------------------------- |  | ------
| |  | AMERICAN STANDARD ITALIA

SRL,   
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | by:                               |  |       
|
|
|
|
| |  |                                   |  | Name: 
|
|
|
|
| |  |                                   |  | Title:
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | WABCO STANDARD TRANE

BV,        
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | by:                               |  |       
|
|
|
|
| |  |                                   |  | Name: 
|
|
|
|
| |  |                                   |  | Title:
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | A-S DEUTSCHLAND

GMBH,           
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | by:                               |  |       
|
|
|
|
| |  |                                   |  | Name: 
|
|
|
|
| |  |                                   |  | Title:
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | AMERICAN STANDARD

(UK) CO.,     
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | by:                               |  |       
|
|
|
|
| |  |                                   |  | Name: 
|
|
|
|
| |  |                                   |  | Title:
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | WABCO STANDARD GMBH,             
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | by:                               |  |       
|
|
|
|
| |  |                                   |  | Name: 
|
|
|
|
| |  |                                   |  | Title:
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | WABCO STD. FRENCH HOLDINGS

SARL,
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | by:                               |  |       
|
|
|
|
| |  |                                   |  | Name: 
|
|
|
|
| |  |                                   |  | Title:
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | AMERICAN STANDARD EUROPE

BV,    
|
|
|
|
| |  |                                   |  |       
|
|
|
|
| |  | by:                               |  |       
|
|
|
|
| |  |                                   |  | Name: 
|
|
|
|
| |  |                                   |  | Title:





---



##### 



5

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

,               
|
|
|
|
| |  |                                       |  |       
|
|
|
|
| |  | by:                                   |  |       
|
|
|
|
| |  |                                       |  | Name: 
|
|
|
|
| |  |                                       |  | Title:
|
|
|
|
| |  |                                       |  |       
|
|
|
|
| |  | WABCO AUTOMOTIVE HOLDINGS
INC.,      
|
|
|
|
| |  |                                       |  |       
|
|
|
|
| |  | by:                                   |  |       
|
|
|
|
| |  |                                       |  | Name: 
|
|
|
|
| |  |                                       |  | Title:





---



##### 



6

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





---



##### 



7

SCHEDULE I
to the Indemnity Subrogation
and Contribution Agreement

Guarantors

Name

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





---



##### 



1

Annex 1 to
the Indemnity, Subrogation and
Contribution Agreement



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

A. Reference is made to (a) the 364-Day Credit Agreement dated as of
November 6, 2001 (as amended, supplemented, waived or otherwise modified from
time to time, the Credit Agreement), among Holdings, American Standard Inc.,
American Standard International Inc., the Borrowing Subsidiaries, the Lenders
from time to time party thereto, The Chase Manhattan Bank, as Administrative
Agent, Bank of America, N.A., Citibank, N.A. and Deutsche Bank AG, as
Co-Syndication Agents, and The Industrial Bank of Japan Trust Company and
Lloyds TSB Bank PLC, as Documentation Agents, and (b) the Indemnity,
Subrogation and Contribution Agreement dated as of November 6, 2001, among the
Guarantors and the Administrative Agent (the Indemnity, Subrogation and
Contribution Agreement).

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

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

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

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

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

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





---



##### 



2

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

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

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

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

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

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

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





---



##### 



3

SCHEDULE I
to Supplement No.___ to the Indemnity
Subrogation and Contribution Agreement

Guarantors

Name





---



##### 



Schedule 1.01 Initial Material Subsidiaries

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

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

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





---



##### 



Schedule 3.06 Litigation

[Nothing to disclose]





---



##### 



Schedule 3.10 Environmental

[Nothing to disclose]





---



##### 



Schedule 6.02 Existing Liens

[Nothing to disclose.]





---



##### 



Schedule 6.03 Existing Sale Leaseback Transactions

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

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





---



##### 



Schedule 2.01

American Standard
Lenders and Commitments
364-Day Credit Agreement

|                                                     |  |            |               | 
|---------------------------------------------------- |  | ---------- | ------------- | 
|Lender                                               |  | Commitment
|                                                     |  |           
|The Chase Manhattan Bank                             |  | $          | 21,923,076.92 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Bank of America, N.A                                 |  | $          | 18,923,076.92 | 
|                                                    
|                                                    
|                                                    
|                                                    
|The Industrial Bank of Japan Trust Company           |  | $          | 18,923,076.92 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Deutsche Bank AG, New York Branch                    |  | $          | 18,923,076.92 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Lloyds TSB Bank PLC                                  |  | $          | 18,923,076.92 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Citibank, N.A                                        |  | $          | 18,923,076.92 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Fleet National Bank                                  |  | $          | 16,153,846.15 | 
|                                                    
|                                                    
|                                                    
|                                                    
|The Bank of Nova Scotia                              |  | $          | 16,153,846.15 | 
|                                                    
|                                                    
|                                                    
|                                                    
|ABN AMRO Bank N.V                                    |  | $          | 13,846,153.85 | 
|                                                    
|                                                    
|                                                    
|                                                    
|BNP Paribas                                          |  | $          | 13,846,153.85 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Credit Industriel et Commercial                      |  | $          | 11,538,461.54 | 
|                                                    
|                                                    
|                                                    
|                                                    
|The Bank of New York                                 |  | $          | 11,538,461.54 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Bank of Tokyo-Mitsubishi Trust Company               |  | $          | 11,538,461.54 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Barclays Bank PLC                                    |  | $          | 11,538,461.54 | 
|                                                    
|                                                    
|                                                    
|                                                    
|HSBC Bank USA                                        |  | $          | 11,538,461.54 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Credit Agricole Indosuez                             |  | $          | 11,538,461.54 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Credit Lyonnais New York Branch                      |  | $          | 11,538,461.54 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Bayerische Hypo- und Vereinsbank AG, New York Branch |  | $          | 9,230,769.23  | 
|                                                    
|                                                    
|                                                    
|                                                    
|Natexis Banques Populaires                           |  | $          | 5,769,230.77  | 
|                                                    
|                                                    
|                                                    
|                                                    
|PB Capital Corporation                               |  | $          | 5,769,230.77  | 
|                                                    
|                                                    
|                                                    
|                                                    
|Firstar Bank, NA                                     |  | $          | 5,769,230.77  | 





---



##### 

2

|                                                   |  |            |                | 
|-------------------------------------------------- |  | ---------- | -------------- | 
|Lender                                             |  | Commitment
|                                                   |  |           
|Societe Generale                                   |  | $          | 5,769,230.77   | 
|                                                  
|                                                  
|                                                  
|                                                  
|Banca Nazionale del Lavoro S.p.A.- New York Branch |  | $          | 4,615,384.62   | 
|                                                  
|                                                  
|                                                  
|                                                  
|Allied Irish Bank PLC                              |  | $          | 3,461,538.46   | 
|                                                  
|                                                  
|                                                  
|                                                  
|IntesaBCI, New York Branch                         |  | $          | 2,307,692.31   | 
|                                                  
|                                                  
|                                                  
|                                                  
|Total                                              |  | $          | 300,000,000.00 | 
|                                                   |  |            |                | 





---



##### 



Schedule 2.17  Payment Instructions



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





---



##### 



Schedule 6.04 Subsidiary
Indebtedness

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

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

Page 1