EXHIBIT 10.1


                                                                  EXECUTION COPY




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                                CREDIT AGREEMENT

                                  by and among

                                 GREATBATCH LTD.

          THE FINANCIAL INSTITUTIONS identified herein as Lenders, and

        MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent



                            Dated as of May 22, 2007


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                                CREDIT AGREEMENT
                                ----------------


         This CREDIT AGREEMENT, dated as of May 22, 2007 (this "Agreement"), is
made by and among MANUFACTURERS AND TRADERS TRUST COMPANY ("M&T"), individually,
as the Issuing Bank, a Lender, the Swing Lender and the Administrative Agent,
the LENDERS (referred to below), and GREATBATCH LTD., a New York corporation
(the "Borrower"). M&T, when acting in its capacity as administrative agent for
the Lenders and the Issuing Bank, or any successor or assign that assumes that
position pursuant to the terms of this Agreement, is hereinafter referred to as
the "Administrative Agent." Certain capitalized terms used in this Agreement are
defined in Article 1 (Definitions).


                             Background of Agreement
                             -----------------------


         The Borrower and its Subsidiaries are engaged in the business of
developing and manufacturing critical components, including batteries,
capacitors, feedthroughs and enclosures, used in implantable medical devices and
developing and producing batteries and battery packs for oil and gas,
oceanographic, aerospace and telematics applications. The Borrower has requested
that the Lenders provide a senior credit facility consisting of a revolving
credit facility in an aggregate amount not to exceed at any time (except as
provided in Subsection 2.1.8 (Increases in Facility)) $235,000,000 with a letter
of credit subfacility in an aggregate amount equal to $15,000,000 and a
swingline subfacility in an aggregate amount equal to $15,000,000.

         Borrower's ultimate parent, Greatbatch, Inc., a Delaware corporation
("Parent"), its direct parent, WGL Intermediate Holdings, Inc., a Delaware
corporation ("Holdings") and the Subsidiaries of the Borrower will derive
substantial benefits from this credit facility. The Borrower may, among other
things, use proceeds of the Loans hereunder to make capital contributions in,
and extend credit to, its U.S. Subsidiaries and, to the extent permitted hereby,
to its Foreign Subsidiaries. Such access to capital provided to the Subsidiaries
through this financing is on terms that are more advantageous to the
Subsidiaries than such Subsidiaries could obtain if they accessed capital
independently. Accordingly, the credit facility provided for in this Agreement
is to be guaranteed by Parent, Holdings and the Borrower's U.S. Subsidiaries
from time to time, and secured by the equity of Holdings, the Borrower, the U.S.
Subsidiaries of the Borrower and sixty-six percent (66%) of the equity of
certain of its Foreign Subsidiaries, as well as by the material assets of the
guarantors. Foreign Subsidiaries may become guarantors at a later date pursuant
to the terms of this Agreement.

         NOW, THEREFORE, it is agreed:


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                                    ARTICLE 1

                                   DEFINITIONS

            1.1   Defined Terms.

                  As used in this Agreement, the following terms shall have the
meanings specified in this Section 1.1 unless the context otherwise requires.

                  2003 Debentures:  the 2 1/4% convertible subordinated
debentures of Parent issued pursuant to the 2003 Indenture.

                  2003 Indenture: the Indenture dated as of May 28, 2003 between
Wilson Greatbatch Technologies, Inc. (now known as Greatbatch, Inc.) and
Manufacturers and Traders Trust Company, as trustee, under which the 2003
Debentures were issued.

                  2007 Debentures: the 2 1/4% convertible subordinated
debentures due 2013 of Parent issued pursuant to the 2007 Indenture.

                  2007 Indenture: the Indenture dated as of March 28, 2007
between Parent and Manufacturers and Traders Trust Company, as trustee, under
which the 2007 Debentures were issued.

                  Accumulated Funding Deficiency: any accumulated funding
deficiency as defined in Section 302(a) of ERISA.

                  Acquisition: (a) any acquisition by the Borrower or any of its
Subsidiaries of an interest in any other Person that shall then become
Consolidated with the Borrower and its Subsidiaries in accordance with GAAP, or
(b) any acquisition by the Borrower or any of its Subsidiaries of all or any
substantial part of the assets of any other Person or of a division or line of
business of any other Person, in any case, whether by purchase, lease, exchange,
issuance of equity or debt securities, merger, reorganization or any other
method.

                  Adjusted EBITDA: for each period, the following items for the
four fiscal quarters ended on, or most recently prior to, the last day of such
period: Net Income plus without duplication and to the extent deducted in
computing Net Income, the sum of (without duplication):

                           (a) consolidated cash interest expense;

                           (b) income tax expense;

                           (c) depreciation and amortization expense;

                           (d) write-off of debt discount and debt issuance
costs and commissions, discounts and other fees and charges associated with
Indebtedness (including the Loans and any convertible securities);


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                           (e) extraordinary, unusual or non-recurring expenses
or losses (including losses on sales or abandonment of assets outside of the
ordinary course of business) and actual restructuring charges in an amount not
to exceed $17,100,000 for the fiscal year 2006, in an amount not to exceed
$5,000,000 for the fiscal year 2007 and in an amount not to exceed $5,000,000
for the fiscal year 2008;

                           (f) share-based compensation plus any other non-cash
charges;

                           (g) net losses attributable to discontinued
operations;

                           (h) non-recurring actual expenses incurred in
connection with Acquisitions permitted hereunder; and

                           (i) restructuring charges previously incurred and
reported by a Person prior to the date such Person becomes a Subsidiary of the
Borrower in connection with an Acquisition permitted hereunder to the extent
such restructuring charges may be agreed upon by the Majority Lenders and
Borrower;

minus to the extent included in computing Net Income, but without duplication,
the sum of:

                                    (i) any extraordinary, unusual or
non-recurring income or gains (including gains on sales or abandonment of assets
outside of the ordinary course of business);

                                    (ii) any other non-cash income;

                                    (iii) net income attributable to
discontinued operations; and

                                    (iv) any net gain from the collection of
proceeds of life insurance policies.

                  Adjusted GAAP: the meaning specified in Subsection 7.3.3(b)(i)
(Additional Provisions Respecting Calculation of Financial Covenants).

                  Adjusted LIBOR: the rate per annum (rounded upwards if
necessary to the nearest one-hundredth of one percent) determined by the
Administrative Agent to be equal to the quotient of (a) LIBOR, divided by (b) a
number equal to 1.00 minus the Reserve Percentage.

                  Administrative Agent: the meaning specified in the preamble to
this Agreement.

                  Administrative Questionnaire: an Administrative Questionnaire
in a form supplied to a Lender by the Administrative Agent.

                  Affiliate: 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. "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.


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                  Agreement: this Credit Agreement, as amended, modified or
supplemented from time to time.

                  Applicable Margin: the meaning specified in Subsection 2.8.2
(Applicable Margin).

                  Applicable Percentage: with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. 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.

                  Approved Fund: any Fund that is administered or managed by (a)
a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

                  Acquisition Co.: Chestnut Acquisition Corporation, a Minnesota
corporation and wholly-owned Subsidiary of the Borrower.

                  Assignment and Assumption: an assignment and assumption
entered into by a Lender and an Eligible Assignee (with the consent of any party
whose consent is required by Subsection 11.6.2 (Assignments by Lenders)), and
accepted by the Administrative Agent, in substantially the form of Exhibit H or
any other form approved by the Administrative Agent.

                  Available Commitment: the meaning specified in Subsection
2.1.2 (Available Commitment).

                  Base Rate: the higher of (a) the variable per annum rate of
interest so designated from time to time by the Administrative Agent as its
prime rate (which rate is a reference rate and does not necessarily represent
the lowest or best rate being charged to any customer) and (b) the Federal Funds
Rate plus one-half of one percent (1/2%).

                  Base Rate Loans: Loans bearing interest at a rate equal to the
Base Rate plus the Applicable Margin.

                  Borrower: the meaning specified in the preamble to this
Agreement.

                  Borrower Required Payment: the meaning specified in Subsection
2.11.2 (Payments by Borrower; Presumptions by Administrative Agent).

                  Capital Expenditures: expenditures for fixed or capital
assets, including, but not limited to, the purchase, construction or
rehabilitation of equipment or other physical assets that are required to be
capitalized under GAAP.


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                  Capital Lease: a lease with respect to which the lessee is
required to recognize the acquisition of an asset and the incurrence of a
liability in accordance with GAAP.

                  Capital Lease Obligation: with respect to any Capital Lease,
the amount of the obligation of the lessee thereunder which would in accordance
with GAAP appear on a balance sheet of such lessee in respect of such Capital
Lease or otherwise be disclosed in a note to such balance sheet.

                  Capital Stock: any class of preferred, common or other capital
stock, share capital or similar equity interest of a Person, including, without
limitation, any partnership interest in any partnership or limited partnership
and any membership interest in any limited liability company.

                  Cash Equivalents: any of the following: (a) full faith and
credit obligations of the United States of America, or fully guaranteed as to
interest and principal by the full faith and credit of the United States of
America, maturing in not more than one year from the date such investment is
made; (b) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States of America, by any political subdivision or taxing
authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are
rated at least A-2 by S&P or A by Moody's; (c) time deposits and certificates of
deposit having a final maturity of not more than one year after the date of
issuance thereof of any commercial bank or depository institution incorporated
under the laws of the United States of America or any state thereof or the
District of Columbia, which (i) in the case of a bank, is a member of the
Federal Reserve System and (ii) in the case of either a bank or a depository
institution, has a combined capital and surplus of not less than $1,000,000,000
and with a senior unsecured debt credit rating of at least A by Moody's or A by
S&P; (d) commercial paper of companies, banks, trust companies or national
banking associations incorporated or doing business under the laws of the United
States of America or one of the States thereof, in each case having a remaining
term until maturity of not more than one hundred eighty (180) days from the date
such investment is made and rated at least P-1 by Moody's or at least A-1 by
S&P; (e) Auction Rate Securities including Taxable Municipals, Taxable Auction
Notes, and Money Market Preferreds; provided, that the availability of
principal, credit quality, and "reset period" are no greater than 90 days and
are rated AAA by S&P or AAA by Moody's; (f) repurchase agreements with any
financial institution having combined capital and surplus of not less than
$1,000,000,000 with a term of not more than seven (7) days for underlying
securities of the type referred to in clauses (a) and (b) above; and (g) money
market funds which invest primarily in the Cash Equivalents set forth in the
preceding clauses (a) - (f) and seek to maintain a net asset value of 1.00 as
their primary objective.

                  CERCLA: the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended from time to time, and all
rules and regulations promulgated in connection therewith.

                  Change in Law: the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, guideline
or directive (whether or not having the force of law) by any Governmental
Authority.


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                  Change of Control:

                           (a) Any person or group of persons (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended)
shall obtain ownership or control in one or more series of transactions of more
than thirty percent (30%) of the Capital Stock of Parent entitled to vote in the
election of members of the board of directors or similar governing body of
Parent; or

                           (b) Parent ceases to be the legal and beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, as amended) of 100% of the Capital Stock of Holdings, free and clear of
all Liens, except for Liens in favor of the Administrative Agent; or

                           (c) Holdings ceases to be the legal and beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, as amended) of 100% of the Capital Stock of the Borrower, free and clear
of all Liens, except for Liens in favor of the Administrative Agent; or

                           (d) There shall have occurred under any indenture or
other instrument evidencing any Indebtedness or preferred equity any "change of
control" or "fundamental change" (or similar term as defined in such indenture
or other evidence of Indebtedness or preferred equity) obligating the Borrower
to repurchase, redeem or repay all or any part of the Indebtedness or Capital
Stock provided for therein; or

                           (e) The Borrower merges with or into another Person
and the Borrower is not the surviving entity or sells or disposes of all or
substantially all of its assets or all or substantially all of the equity of its
Subsidiaries to any Person; or

                           (f) During any period of two consecutive years,
individuals who at the beginning of such period constituted the board of
directors of Parent (together with any new directors whose election by such
board of directors or whose nomination for election by the shareholders of
Parent was approved by a vote of 66 2/3% of the directors of Parent at the time
of such approval who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the board of directors then in office.

                  Closing Date: the meaning specified in Section 4.1 (Conditions
to Initial Funding).

                  Closing Date GAAP: the meaning specified in Subsection
7.3.3(a).

                  COBRA: the group health plan continuation coverage
requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of
ERISA.


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                  Code: the Internal Revenue Code of 1986, as amended, or its
predecessor or successor, as applicable, and any Treasury regulations, revenue
rulings or technical information releases issued thereunder.

                  Collateral: all property of any sort in which any Loan Party
has granted, or purported to grant, a security interest or other Lien pursuant
to any of the Loan Documents.

                  Commitment: the meaning specified in Subsection 2.1.1
(Commitment to Make RC Loans).

                  Commitment Fee: the meaning specified in Subsection 2.7.1
(Commitment Fees).

                  Commitment Fee Base: the meaning specified in Subsection 2.7.1
(Commitment Fees).

                  Commitment Fee Rate: the meaning specified in Subsection 2.7.1
(Commitment Fees).

                  Consolidated: with respect to any Person and any specified
Subsidiaries of such Person, refers to the consolidation of financial statements
of such Person and such Subsidiaries and of particular items in such financial
statements in accordance with GAAP.

                  Consolidating: with respect to any Person and any specified
Subsidiaries of such Person, refers to the separate presentation of financial
statements of each such Person in accordance with GAAP.

                  Control Agreement: the meaning specified in Subsection 4.1.6
(Control Agreements).

                  Default: any condition or event which, with notice or lapse of
time or both, would become an Event of Default.

                  Default Rate: the meaning specified in Subsection 2.8.6
(Default Rate).

                  Designated Person: the meaning specified in Section 5.18
(Foreign Assets Control Regulation, Etc.)

                  Disqualified Stock: with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable): (a) matures or is mandatorily
redeemable for any reason; (b) is convertible or exchangeable for Indebtedness
or Disqualified Stock or (c) is redeemable at the option of the holder thereof,
in whole or in part, in each case, on or prior to the first anniversary of the
stated maturity of the Notes.

                  DOL: United States Department of Labor, or any governmental
agency or instrumentality succeeding to the functions thereof.

                  Dollars and $: dollars in lawful currency of the United States
of America.


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                  Effective Date: the meaning specified in Subsection 2.1.8
(Increases in Facility).

                  Eligible Assignee:

                           (a) a Lender;

                           (b) an Affiliate of a Lender;

                           (c) an Approved Fund; and

                           (d) any Person (other than a natural person) approved
by (i) the Administrative Agent, (ii) in the case of any assignment of a
Commitment, the Issuing Bank, and (iii) unless an Event of Default has occurred
and is continuing, the Borrower (each such approval not to be unreasonably
withheld or delayed); provided that notwithstanding the foregoing, "Eligible
Assignee" shall not include the Borrower or any of the Borrower's Affiliates or
Subsidiaries.

                  Employee Pension Plan: any Plan which (a) is maintained, or
contributed to, by the Borrower, any of its Subsidiaries or any ERISA Affiliate
and (b) is subject to Part 3 of Subtitle B of Title I of ERISA.

                  Enpath:  Enpath Medical Inc., a Minnesota corporation.

                  Environmental Laws: any national, state or local law or
regulation (including, without limitation, CERCLA, OSHA and RCRA) enacted in
connection with or relating to the protection or regulation of the environment,
including, without limitation, those laws, statutes, and regulations regulating
the disposal, removal, production, storing, refining, handling, transferring,
processing, or transporting of Hazardous Substances, and any regulations issued
or promulgated in connection with such statutes by any Governmental Authority
and any orders, decrees or judgments issued by any court of competent
jurisdiction in connection with any of the foregoing.

                  ERISA: the Employee Retirement Income Security Act of 1974, as
amended, and any regulations issued thereunder by the Department of Labor or
PBGC.

                  ERISA Affiliate: (a) any corporation included with the
Borrower in a controlled group of corporations within the meaning of Section
414(b) of the Code, (b) any trade or business (whether or not incorporated)
which is under common control with the Borrower within the meaning of Section
414(c) of the Code, and (c) any member of an affiliated service group of which
the Borrower is a member within the meaning of Section 414(m) of the Code.

                  Eurodollar Business Day: a day on which the relevant London
international financial markets are open for dealings in Dollar deposits and
which is also other than a Saturday, Sunday or day which shall be in the State
of New York a legal holiday or day on which banking institutions are required or
authorized to close.


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                  Eurodollar Deposits: U.S. dollar-denominated deposits at
foreign banks or foreign branches of American banks.

                  Event of Default: the meaning specified in Section 9.1 (Events
of Default).

                  Excluded Assets: collectively, (a) real property and (b)
except as provided by clause (b) of Section 8.28 (Certain Obligations Respecting
Subsidiaries), thirty-four percent (34%) of the Capital Stock of the First-Tier
Foreign Subsidiaries of the Borrower.

                  Excluded Taxes: with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) 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; (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Subsection 2.14.2 (Replacement of Lenders)), any withholding tax
that is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party hereto (or designates a new lending office) or is
attributable to such Foreign Lender's failure or inability (other than as a
result of a Change in Law) to comply with Subsection 2.13.5 (Status of Lenders),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Subsection 2.13.1 (Payments Free of Taxes).

                  Executive Order: the Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, and relating to Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism.

                  Existing Maturity Date: the meaning specified in Subsection
2.1.9 (Extension of Maturity Date).

                  Federal Funds Rate: for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next Business Day as
so published on the next succeeding Business Day, and (b) if such rate is not so
published for any day, the Federal Funds Rate for such day shall be the average
rate charged to the Administrative Agent on such day on such transactions as
determined by the Administrative Agent.

                  Financial Officer: the Chief Financial Officer, Treasurer or
Controller of the Borrower.


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                  First-Tier Foreign Subsidiary: a Foreign Subsidiary which has
the majority of its Capital Stock issued to the Parent and/or one or more U.S.
Subsidiaries of the Parent.

                  Foreign Lender: any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is resident for tax
purposes. 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.

                  Foreign Subsidiary: any Subsidiary that is organized under the
laws of a jurisdiction other the United States of America, any State thereof or
the District of Columbia.

                  Fronting Fee: the meaning specified in Subsection 3.1.6
(Fees).

                  Fund: any Person (other than a natural person) that is (or
will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

                  GAAP: generally accepted accounting principles in the United
States consistently applied, as in effect from time to time; provided that, for
purposes of calculating financial covenants, the provisions of Section 7.3
(Additional Provisions Respecting the Calculation of Financial Covenants) shall
apply to the extent set forth in such section.

                  Governmental Authority: the government of the United States of
America or any other nation, or of 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 (including any supra-national bodies such as the European Union or
the European Central Bank).

                  Guarantor:  Parent, Holdings and the Subsidiary Guarantors.

                  Guaranty: as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person with respect to any
indebtedness, lease, dividend or other obligation of another Person, including,
but not limited to, any such obligation directly or indirectly guaranteed,
endorsed (otherwise than for collection or deposit in the ordinary course of
business) or discounted or sold with recourse by such Person, or in respect of
which such Person is otherwise directly or indirectly liable, including, but not
limited to, any such obligation in effect guaranteed by such Person through any
agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain the solvency or
any balance sheet or other financial condition of the obligor of such
obligation, or to make payment for any products, materials or supplies or for
any transportation or services regardless of the non-delivery or non-furnishing
thereof, in any such case if the purpose or intent of such agreement is to
provide assurance that such obligation will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected against loss in respect thereof.


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                  Greatbatch Mexico: the meaning specified in Subsection
4.1.12(c) (Financial Statements).

                  Hazardous Substances: any and all chemicals, pollutants,
contaminants, toxic or hazardous wastes or any other substances that might pose
a hazard to health or safety, the removal of which may be required or the
generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge, spillage,
seepage or filtration of which is or shall be restricted, prohibited or
penalized by any Environmental Law (including, without limitation, petroleum
products, asbestos, urea formaldehyde foam insulation, lead based paint and
polychlorinated biphenyls and substances defined as Hazardous Substances under
CERCLA).

                  Holdings: the meaning specified in the preamble to this
Agreement.

                  IEEPA: the International Emergency Economic Power Act, 50
U.S.C. ss.1701 et. seq.

                  Indebtedness: of any entity, without duplication, means (a)
all indebtedness for borrowed money including seller paper; (b) all obligations
for the deferred purchase price of property or services; (c) all obligations
evidenced by notes, bonds, debentures or other similar instruments; (d) all
indebtedness created or arising under any conditional sale or other title
retention agreement; (e) all Capital Lease Obligations; (f) all obligations,
contingent or otherwise under acceptance, letter of credit or similar
facilities; (g) all obligations to purchase, redeem, retire, defease or
otherwise acquire for value any Capital Stock; (h) all obligations under
Interest Rate Protection Agreements; (i) all guarantees of items of indebtedness
described in the other clauses of this definition; (j) all obligations secured
by any lien on the assets of such entity; (k) all payments required by such
entity under non-compete agreements; (l) all indebtedness of any partnership in
which such entity is a general partner unless such indebtedness is non-recourse
to such entity; (m) all obligations under synthetic leases and other off balance
sheet financing; and (n) other obligations that are the functional equivalent of
the Indebtedness referred to in clauses (a) through (m). Notwithstanding the
foregoing, Indebtedness shall not include trade accounts payable or accrued
expenses

                  Indemnified Taxes:  Taxes other than Excluded Taxes.

                  Indemnitee: the meaning specified in Subsection 11.14.2
(Indemnification by the Borrower).

                  Information: the meaning specified in Subsection 11.13.2
(Information).


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                  Intellectual Property: the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including,
without limitation, (a) all copyrights arising under the laws of the United
States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished, all
registrations and recordings thereof, and all applications in connection
therewith, including, without limitation, all registrations, recordings and
applications in the United States Copyright Office; (b) inventions, discoveries
and ideas (whether patentable or unpatentable and whether or not reduced to
practice), and all patents, patent rights, applications for patents (including,
without limitation, divisions, continuations, continuations-in-part and renewal
applications), and any renewals, extensions or reissues thereof, in the United
States, any other country or any political subdivision thereof; (c) all
trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade dress, service marks, logos, domain names and
other source or business identifiers, and all goodwill associated therewith, now
existing or hereafter adopted or acquired, all registrations and recordings
thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State thereof or any other country or any political
subdivision thereof, or otherwise, and all common law rights related thereto;
(d) all trade secrets arising under the laws of the United States, any other
country or any political subdivision thereof; (e) all rights to obtain any
reissues, renewals or extensions of the foregoing; (f) all licenses for any of
the foregoing and (g) all causes of action for infringement of the foregoing.

                  Intellectual Property Collateral Agreement: the meaning
specified in Subsection 4.1.7 (Intellectual Property Collateral Agreement).

                  Interest Expense: for any period, interest expense on
Indebtedness (including accreted amounts and amounts representing paid in kind
interest and the interest components of capital leases and synthetic leases),
Commitment Fees and Letter of Credit Fees, all as adjusted for Interest Rate
Protection Agreements with respect thereto.

                  Interest Period: the period commencing on the date of a
borrowing and ending on the numerically corresponding day in the calendar Month
that is one, two, three or six Months thereafter; provided, that (a) 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 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 (b) any
Interest Period 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 Loan initially shall be the date on which such Loan is made and thereafter
shall be the effective date of the most recent conversion or continuation of
such Loan.

                  Interest Rate Protection Agreement: (a) any agreement
(including terms and conditions incorporated by reference therein) which is a
rate swap agreement, basis swap, forward rate agreement, commodity swap,
interest rate option, forward foreign exchange agreement, spot foreign exchange
agreement, rate cap agreement, rate floor agreement, rate collar agreement,
currency swap agreement, cross-currency rate swap agreement, currency option, or
any other similar agreement (including any option to enter into any of the
foregoing); (b) any combination of the foregoing or (c) any master agreement for
any of the foregoing together with all supplements.


                                      -12-
<PAGE>

                  Investment: as applied to any Person (the "investor") but
without duplication: (a) any direct or indirect purchase or other acquisition by
such investor of stock or other securities of any other Person, (b) any Guaranty
by such investor of obligations of any other Person, (c) any direct or indirect
loan, advance or capital contribution by such investor to any other Person,
including all Indebtedness and accounts receivable owing to such investor from
such other Person which are not current assets or did not arise from sales to
such other Person in the ordinary course of business and (d) any Swap Agreement
entered into by such Person.

                  Investor: the meaning specified in Section 8.3 (Investments,
Loans, Acquisitions, Etc.).

                  IRS: Internal Revenue Service, or any governmental agency or
instrumentality succeeding to the functions thereof.

                  Issuing Bank: M&T, in its capacity as issuer of Letters of
Credit hereunder, or any successor or assign that assumes that position pursuant
to the terms of this Agreement.

                  Law: all common law and all applicable provisions of
constitutions, laws, statutes, ordinances, rules, treaties, regulations,
permits, licenses, approvals, interpretations and orders of courts or
Governmental Authorities and all orders and decrees of all courts and
arbitrators.

                  Lender and Lenders: each of the financial institutions and
Funds that signs a Lender Addendum and each other financial institution or Fund
that is an assignee of the foregoing from time to time in accordance with the
provisions of this Agreement.

                  Lender Addendum: a Lender Addendum substantially in the form
attached hereto as Exhibit I.

                  Lender Required Payment: the meaning specified in Subsection
2.12.1 (Funding by Lenders; Presumption by Administrative Agent).

                  Letters of Credit: any and all letters of credit issued
pursuant to this Agreement.

                  Letter of Credit Fees: the meaning specified in Subsection
3.1.6 (Fees).

                  Letter of Credit Sublimit: the meaning specified in Subsection
3.1.1 (Commitment to Issue Letters of Credit).

                  LIBOR: the rate per annum as determined on the basis of the
offered rates for deposits in Dollars, for a period of time equal to the
relevant Interest Period which appears on Page 3750 of the Dow Jones Market
Screen (or any successor page) as of 11:00 a.m. London time on the day that is
two Eurodollar Business Days preceding the commencement of such Interest Period;
provided, however, if the rate described above is unavailable on any applicable
interest determination date, then LIBOR shall be the rate determined by the
Administrative Agent from another recognized source or interbank quotation.


                                      -13-
<PAGE>

                  LIBOR Loans: Loans bearing interest at a rate equal to
Adjusted LIBOR plus the Applicable Margin.

                  Lien: with respect to any asset, any mortgage, lien, pledge,
adverse claim, charge, security interest or other encumbrance, or any other type
of preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset. For the purposes of this Agreement and the
other Loan Documents, Borrower or any of its Subsidiaries shall be deemed to own
subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, Capital
Lease or other title retention agreement relating to such asset.

                  Loan Documents: this Agreement, the Notes, the Suretyship
Agreements, the Pledge Agreement, the Security Agreements and any and all
agreements, documents and instruments executed, delivered or filed pursuant to
this Agreement, as the same may be amended, modified or supplemented from time
to time. For the sake of clarity, Interest Rate Protection Agreements and
Letters of Credit are not Loan Documents, but obligations in respect thereof
owing to Swap Parties (in the case of Interest Rate Protection Agreements) and
the Issuing Bank and the Lenders (in the case of Letters of Credit) which shall
be secured by the Collateral.

                  Loan Parties: the parties to this Agreement and any of the
other Loan Documents, including, but not limited to, the Borrower, the U.S.
Subsidiaries of the Borrower, Holdings and Parent, but excluding the
Administrative Agent, the Lenders, and the Issuing Bank.

                  Loans: the amounts loaned to the Borrower pursuant to this
Agreement. Loans may be RC Loans or Swing Loans.

                  M&T:  the meaning specified in the preamble to this Agreement.

                  Majority Lenders: at any time, Lenders having greater than
fifty percent (50%) of the Total Facility. For purposes of this definition,
"Total Facility" means, at any time, the Commitment (whether borrowed or not),
but shall exclude any Commitment of Lenders who have forfeited their right to
vote under the terms of this Agreement.

                  Margin Stock: any "margin security" or "margin stock" as
defined in Regulation T, U and X of the Board of Governors of the Federal
Reserve System.

                  Material Adverse Change:  any material adverse change in

                           (a) the business, condition (financial or otherwise),
operations, properties or prospects of (i) the Borrower, (ii) Parent and its
Subsidiaries taken as a whole or (iii) the Borrower or any of its Subsidiaries,
individually, if such change could result in the insolvency or dissolution
(other than pursuant to a merger or dissolution permitted by this Agreement) of
such Person or in the loss of control (by the current holder thereof) over such
Person's assets;


                                      -14-
<PAGE>

                           (b) the binding nature, validity or enforceability of
any of the Loan Documents;

                           (c) the ability of any Loan Party to perform its
obligations under any of the Loan Documents to which it is a party; or

                           (d) the validity, perfection, priority or
enforceability of the Liens granted to the Administrative Agent in respect of
the Collateral.

                  Material Line of Business: as at any date of determination,
any line of business of the Borrower and its Subsidiaries that has generated for
the previous four fiscal quarters of the Borrower and its Subsidiaries at least
fifteen percent (15%) of the Adjusted EBITDA of the Borrower and its
Subsidiaries taken as a whole during the same four fiscal quarters.

                  Maturity Date: May 22, 2012, as extended pursuant to
Subsection 2.1.9 (Extension of Maturity Date).

                  Merger: the meaning specified in the definition of "Permitted
Enpath Acquisition."

                  Merger Agreement: Merger Agreement by and among Enpath, the
Borrower and Acquisition Co, dated as of April 28, 2007.

                  Month: a period from and including a given day in a calendar
month to the day in the subsequent calendar month numerically corresponding to
such given day except that (a) if there is no numerical correspondent in such
subsequent calendar month, or (b) if such given day is the last day of a
calendar month, such day shall be the last day of such subsequent calendar
month.

                  Multiemployer Plan: a multiemployer pension plan as defined in
Section 3(37) of ERISA to which Borrower, any of its Subsidiaries or any ERISA
Affiliate is required to contribute.

                  Net Income: of any Person for any period, the aggregate net
income (or loss) of such Person for such period determined in accordance with
GAAP; provided that the following items shall be excluded from the calculation
of Net Income of such Person and its Subsidiaries, on a Consolidated basis: (a)
the portion of net income (but not losses) of any Subsidiary that is prohibited
by Law or contract from paying dividends and (b) net income of entities in which
such Person has an investment (other than Subsidiaries of such Person) except to
the extent such net income is distributed in cash to such Person or a Subsidiary
of such Person.

                  Notes: the promissory notes delivered by the Borrower to the
Lenders (including any successors or assigns thereof) pursuant to this Agreement
(including any amendments, modifications or supplements which may from time to
time be created in respect of such notes), and any replacement promissory notes
issued in lieu of the foregoing.

                  Obligations: any and all indebtedness, obligations and
liabilities of any type or nature, direct or indirect, absolute or contingent,
related or unrelated, due or not due, liquidated or unliquidated, arising by
operation of law or otherwise, now existing or hereafter arising or created of
the Borrower, and/or any Subsidiary of the Borrower, Holdings, Parent and/or any
other Person, to any Secured Party, represented by or incurred pursuant or
relating to the Loan Documents. Without limiting the generality of the
foregoing, the term "Obligations" shall include, without limitation:


                                      -15-
<PAGE>

                           (a) principal of, and interest on the Loans and the
Notes;

                           (b) any and all other fees, indemnities, costs,
obligations and liabilities of the Borrower and its Subsidiaries from time to
time under or in connection with the Loan Documents;

                           (c) all obligations of the Borrower owing to the
Issuing Bank or any Lender under Letters of Credit or other debt instruments
issued by the Issuing Bank or any Lender under the terms of this Agreement; and

                           (d) all amounts (including but not limited to
post-petition interest) in respect of the foregoing that would be payable but
for the fact that the obligations to pay such amounts are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Borrower or any of its Subsidiaries.

                  OFAC: the U.S. Department of Treasury's Office of Foreign
Asset Control.

                  Officer's Compliance Certificate: a certificate in the form of
Exhibit G.

                  Organizational Documents: means, with respect to any Person
other than a natural person, the documents by which such Person was organized
(such as a certificate of incorporation, certificate of limited partnership or
articles of organization, and including, without limitation, any certificates of
designation for preferred stock or other forms of preferred equity) and which
relate to the internal governance of such Person (such as bylaws, a partnership
agreement or an operating, limited liability or members agreement).

                  OSHA: the Occupational Safety and Health Act, 29 U.S.C. 651 et
seq.

                  Other Taxes: all present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies arising from
any payment made hereunder or under any other Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.

                  Parent: the meaning specified in the preamble to this
Agreement.

                  Parent Suretyship Agreement: the meaning specified in
paragraph (b) of Subsection 4.1.4 (Guaranty and Suretyship Agreements).

                  Participant: the meaning assigned to such term in Subsection
11.6.4(a) (Participations).


                                      -16-
<PAGE>

                  PATRIOT Act: the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (Public Law 107-56) (The USA PATRIOT Act).

                  PBGC: Pension Benefit Guaranty Corporation, or any
governmental agency or instrumentality succeeding to the functions thereof.

                  Permitted Acquisitions: Acquisitions in an aggregate amount
for all such Acquisitions not to exceed $100,000,000 (except to the extent paid
for by common equity of Parent or paid for out of cash on hand) so long as (a)
before and after giving effect to the acquisition, the Borrower is in pro forma
compliance with the financial covenants set forth in Article 7 (Financial
Covenants) of this Agreement; (b) the target is engaged primarily in businesses,
which are the same as, or reasonably related to, those of the Borrower and its
Subsidiaries; (c) no Default or Event of Default shall have then occurred and be
continuing or shall be caused thereby including, Section 8.28 (Certain
Obligations Respecting Subsidiaries); (d) after giving effect to the
Acquisition, the Borrower will have liquidity (defined as cash, Cash Equivalents
and any Available Commitment) at least equal to $25,000,000; (e) if the
Acquisition involves the acquisition of another Person, such Person shall be a
wholly-owned Subsidiary of the Borrower after giving effect to the Acquisition
and if the Acquisition involves the acquisition of assets, such assets shall be
duly pledged to the Administrative Agent for the benefit of the Secured Parties
pursuant to the Loan Documents and (f) if the Acquisition is for an amount
greater than $25,000,000, the Administrative Agent shall have received at least
15 Business Days' prior written notice (or such shorter time as the
Administrative Agent may agree in its sole discretion), together with a copy of
the acquisition agreement, lien searches, a pro forma compliance certificate and
such other information, documentation and opinions as the Administrative Agent
may reasonably request.

                  Permitted Business: the business of developing, manufacturing,
distributing and selling medical components and devices, including batteries,
capacitors, feedthroughs and enclosures used in medical devices and developing,
manufacturing, distributing and selling commercial power sources and related
equipment and businesses and activities directly related to the foregoing.

                  Permitted Debenture Payment: means, at any date of
determination, an amount up to an aggregate of $53,000,000 (less any amounts
paid, on or before the date of determination, to holders of 2003 Debentures upon
the exercise of such holders' put rights under the 2003 Indenture or to holders
of 2007 Debentures upon exercise of such holders' conversion rights under the
2007 Indenture) which amount may be paid so long as no Default or Event of
Default has occurred or is created thereby to (a) holders of the 2003 Debentures
in the event that such holders of the 2003 Debentures exercise their put rights
under the 2003 Indenture or (b) holders of the 2007 Debentures in the event that
such holders of the 2007 Debentures exercise their conversion rights under the
2007 Indenture and Parent elects to satisfy its conversion obligations, in whole
or in part, in cash.

                  Permitted Debenture Refinancing: any amendments to or
refinancing of the 2003 Debentures by Parent so long as (a) after giving effect
to the amendments and replacements the Borrower would be in compliance on a pro
forma basis with the financial covenants set forth in Article 7 of this
Agreement (Financial Covenants), (b) pursuant to such amendments or
replacements, there is no amortization, maturity, mandatory prepayments or
repurchase obligations prior to the date that is 91 days after the Maturity Date
and (c) the Indebtedness under such amendments or replacements is unsecured and
subordinated on terms substantially consistent with the subordination provisions
in the 2003 Debentures or on such other terms as are acceptable to the Majority
Lenders.


                                      -17-
<PAGE>

                  Permitted Enpath Acquisition: the acquisition of the
outstanding Capital Stock of Enpath by Acquisition Co. so long as:

                           (a) Acquisition Co. is a Loan Party;

                           (b) the purchase price per share of Capital Stock of
Enpath shall not exceed $14.80;

                           (c) the aggregate consideration shall not exceed
$106,000,000 plus usual and customary transaction costs;

                           (d) the acquisition is effected pursuant to a tender
offer (the "Tender Offer") consummated in compliance with applicable Law no
later than October 31, 2007;

                           (e) at least a majority of the Voting Stock is
acquired pursuant to such Tender Offer;

                           (f) all of the consideration for the Capital Stock
shall be paid out of the cash on hand of the Parent, Borrower and/or one or more
of its Subsidiaries;

                           (g) all shares of Capital Stock of Enpath held by any
Loan Party shall be pledged to the Administrative Agent pursuant to the Loan
Documents;

                           (h) a merger (the "Merger") of Acquisition Co. with
and into Enpath in accordance with the Merger Agreement is consummated, (i) if
Acquisition Co. is permitted under applicable Law to enter into a short-form
merger with Enpath, no later than one Business Day after the date that the
Tender Offer is consummated, and (ii) if Acquisition Co. is not permitted under
applicable Law to enter into a short-form merger with Enpath, no later than the
earlier of (A) the date that is 120 calendar days after the consummation of the
Tender Offer and (B) December 31, 2007;

                           (i) upon consummation of the Merger, the surviving
company shall be a wholly-owned Subsidiary (directly or indirectly) of the
Borrower and shall be a Subsidiary Guarantor and shall have granted to the Agent
a Lien on its material assets pursuant to the Loan Documents and Section 8.28
(Certain Obligations Respecting Subsidiaries);

                           (j) both before and after giving effect to the Tender
Offer and the Merger, no Default or Event of Default shall have occurred and be
continuing;


                                      -18-
<PAGE>

                           (k) the Borrower shall provide a pro forma compliance
certificate, evidencing that after giving effect to the Tender Offer and the
Merger, the Borrower is in pro forma compliance with the financial covenants set
forth in Article 7 (Financial Covenants) below;

                           (l) prior to the consummation of the Tender offer,
all applicable waiting periods under the Hart-Scott-Rodino Act shall have
expired or terminated without any prohibitions or limitations imposed on the
acquisition or Merger pursuant to such Act;

                           (m) before and after giving effect to the Tender
Offer and the Merger, the representations and warranties set forth in the Loan
Documents shall be true and correct in all material respects; and

                           (n) in connection with the Tender Offer, the Borrower
shall have delivered such information to the Administrative Agent as the
Administrative Agent shall reasonably request and in connection with the Merger,
the Borrower shall have delivered to the Administrative Agent such information,
opinions of counsel, joinder documents and other documents as the Administrative
Agent shall reasonably request.

                  Permitted Liens: the meaning specified in Subsection 8.2.1 (In
General).

                  Permitted Perfection Limitation: a limitation on the perfected
status of Collateral to the extent that (a) perfection would require a notation
on the records of the issuer of title (such as motor vehicle titles) and no
notation is made; or (b) the laws of a jurisdiction outside of the United States
of America governs the issue of perfection or (c) the Collateral consists of a
deposit account maintained with the Agent or a Lender and perfection is
dependent on an account control agreement provided nothing in this definition
shall affect or be deemed to limit any setoff rights that the Agent or any
Lender shall have with respect thereto.

                  Permitted Stock Repurchase Amount: means, at any date of
determination, the greater of (a) zero or (b) $60,000,000 less any amounts paid
on or before the date of determination to repurchase Capital Stock of Parent.

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

                  Plan: an "Employee Pension Benefit Plan" (as defined in
Section 3(2) of ERISA) or an "Employee Welfare Benefit Plan" (as defined in
Section 3(1) of ERISA) which is maintained, or to which contributions are, or
are required to be, made, by the Borrower, any of its Subsidiaries or any ERISA
Affiliate, except a Multiemployer Plan.

                  Pledge Agreement: the meaning specified in Subsection 4.1.5
(Pledge Agreements).

                  Post-Closing Letter: the Post-Closing Letter between the
Borrower and the Administrative Agent, on behalf of the Lenders, dated the date
hereof.


                                      -19-
<PAGE>

                  Predecessor Indebtedness: the meaning specified in Subsection
4.1.10 (Repayment of Existing Indebtedness).

                  Prohibited Person:  any Person:

                           (a)      listed in the Annex to, or is otherwise
                                    subject to the provisions of, the Executive
                                    Order;

                           (b)      that is owned or controlled by, or acting
                                    for or on behalf of, any person or entity
                                    that is listed in the Annex to, or is
                                    otherwise subject to the provisions of the
                                    Executive Order;

                           (c)      that commits, threatens or conspires to
                                    commit or supports "terrorism" as defined in
                                    the Executive Order;

                           (d)      that is named as a "specifically designated
                                    national (SDN)" on the most current list
                                    published by OFAC at its official website,
                                    http://www.treas.gov.ofac/t11sdn.pdf or at
                                    any replacement website or other replacement
                                    official publication of such list;

                           (e)      that is covered by IEEPA or OFAC; or

                           (f)      that is an affiliate (including any
                                    principal, officer, immediate family member
                                    or close associate) of a Person described in
                                    one or more of clauses (a) - (e) of this
                                    definition of Prohibited Person.

                  Prohibited Transaction: the meaning given to such term in
Section 406 of ERISA, Section 4975(c) of the Code and any Treasury regulations
issued thereunder.

                  Quarterly Payment Date: the last Business Day of each March,
June, September and December.

                  RC Loans: the meaning specified in Subsection 2.1.1
(Commitment to Make RC Loans).

                  RCRA: the Resource Conservation and Recovery Act of 1976, as
amended, and any rules and regulations issued in connection therewith.

                  Recipient: the meaning specified in Section 8.3 (Investments,
Loans, Acquisitions, Etc.)

                  Register: the meaning specified in Subsection 11.6.3
(Register).

                  Related Parties: with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and such Person's Affiliates.


                                      -20-
<PAGE>

                  Release: a release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment or into or out of any property, including the
movement of Hazardous Substances through or in the air, soil, surface water,
groundwater or property.

                  Remedial Action: actions necessary to comply with any
Environmental Law or otherwise required by any Governmental Authority with
respect to (a) the investigation, clean up, removal, treatment or handling
Hazardous Substances in the indoor or outdoor environment; (b) the prevention of
Releases or threats of Releases or minimization of further Releases of Hazardous
Substances so they do not migrate or endanger or threaten to endanger public
health or welfare or the indoor or outdoor environment or (c) the performance of
pre-remedial studies and investigations and post-remedial monitoring and care.

                  Reorganization: any reorganization as defined in Section
4241(a) of ERISA.

                  Reportable Event: with respect to any Employee Pension Plan,
an event described in Section 4043(c) of ERISA.

                  Reserve Percentage: the maximum aggregate reserve requirement
(including all basic, supplemental, marginal and other reserves) which is
imposed on member banks of the Federal Reserve System against "Euro-currency
Liabilities" as defined in Regulation D.

                  Restricted Payment: (a) any dividend or other distribution,
direct or indirect, on account of any shares of any class of Capital Stock of
the Borrower or any of its Subsidiaries, as the case may be, now or hereafter
outstanding, except a dividend payable solely in shares of Capital Stock (other
than Disqualified Stock) of the Borrower or such Subsidiary, as the case may be;

                           (b) any redemption, retirement, purchase or other
acquisition, direct or indirect, of any shares of any class of Capital Stock of
the Borrower or any of its Subsidiaries, as the case may be, now or hereafter
outstanding, or of any warrants, rights or options to acquire any such shares or
interests, except to the extent that the consideration therefor consists solely
of shares of Capital Stock (other than Disqualified Stock) of the Borrower or
such Subsidiary;

                           (c) any sinking fund, other prepayment or installment
payment on account of any Capital Stock of the Borrower or any of its
Subsidiaries;

                           (d) any other payment, loan or advance to a
shareholder or other equity holder of the Borrower or any Subsidiary of the
Borrower whether in the capacity of such Person as a shareholder or otherwise,
except salaries and other compensation, the payment of which is not otherwise
restricted under the Loan Documents, paid in the ordinary course of business,
consistent with past practice;

                           (e) any forgiveness or release without adequate
consideration by the Borrower or any Subsidiary of the Borrower of any
Indebtedness or other obligation owing to the Borrower or such Subsidiary by a
shareholder or other equity holder of the Borrower or a Subsidiary of the
Borrower; or


                                      -21-
<PAGE>

                           (f) any payment of principal, interest, fees or other
amounts in respect of subordinated Indebtedness.

                  Sanctioned Country: shall mean a country subject to a
sanctions program identified on the list maintained by OFAC and available at
http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise
published from time to time.

                  Sanctioned Person: shall mean (a) a person named on the list
of Specially Designated Nationals or Blocked Persons maintained by OFAC
available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as
otherwise published from time to time or (b) (i) an agency of the government of
a Sanctioned Country; (ii) an organization controlled by a Sanctioned Country or
(iii) a person resident in a Sanctioned Country, to the extent subject to a
sanctions program administered by OFAC.

                  Secured Obligations: collectively, (a) the Obligations, (b)
any obligations under or arising out of Interest Rate Protection Agreements that
have been or will be entered into with any Swap Party from time to time
consistent with the terms of this Agreement and (c) purchasing card and other
treasury management services provided by any Lender during the term of this
Agreement; provided that the security interest created by the Loan Documents to
secure the obligations referenced in this clause (c) shall terminate at such
time as the Secured Obligations referred to in clauses (a) and (b) are paid in
full or otherwise cease to be secured under the Loan Documents.

                  Secured Party: the Administrative Agent, the Lenders, the
Issuing Bank, the Indemnitees and all other Persons referred to in any of the
Loan Documents as a beneficiary of the security interest granted therein and all
other holders of Secured Obligations, including, without limitation, any and all
Swap Parties.

                  Security Agreement: the meaning specified in Subsection 4.1.3
(Security Agreement).

                  Senior Indebtedness: Total Indebtedness other than
Indebtedness that is permitted by this Agreement and subordinated to the Loans
on terms acceptable to the Administrative Agent.

                  Senior Leverage Ratio: the ratio of (a) the amount of Senior
Indebtedness less cash and Cash Equivalents to (b) Adjusted EBITDA.

                  Solvent: a condition of a Person on a particular date, whereby
on such date (a) the fair value of the property of such Person is greater than
the total amount of liabilities, including, but not limited to, contingent
liabilities, of such Person, (b) the present fair salable value of the assets of
such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature, and (d) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person's property would constitute an unreasonably small capital. In
computing the amount of contingent liabilities at any time, it is intended that
such liabilities will be computed at the amount that, in light of all the facts
and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.


                                      -22-
<PAGE>

                  Subsidiary: with respect to any Person (referred to in this
definition as the "parent"),

                           (a) any other Person of which more than 50% of the
issued and outstanding equity having ordinary voting power to elect a majority
of the Board of Directors or other governing body is directly or indirectly
owned or controlled by such parent; or

                           (b) any other Person of which more than 50% of the
voting equity interests are directly or indirectly owned or controlled by such
parent.

                  Subsidiary Guarantor: each U.S. Subsidiary of the Borrower,
and such other Foreign Subsidiaries of the Borrower as designated by the
Borrower from time to time or as are required to guarantee the Obligations
pursuant to Section 8.28 (Certain Obligations Respecting Subsidiaries).

                  Subsidiary Suretyship Agreement: the meaning specified in
paragraph (a) of Subsection 4.1.4 (Guaranty and Suretyship Agreements).

                  Suretyship Agreements: the Parent Suretyship Agreement and the
Subsidiary Suretyship Agreement.

                  Swap Agreement: any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions including
Interest Rate Protection Agreements.

                  Swap Party: any party to an Interest Rate Protection Agreement
that is a Lender or an Affiliate of a Lender (or at the time the applicable
Interest Rate Protection Agreement was entered into was a Lender or an Affiliate
of a Lender), provided that in the case of any such Affiliate, (a) the
Administrative Agent shall have consented to such Person being a Swap Party
(which consent shall not be unreasonably withheld or delayed) and (b) such
Affiliate shall have executed and delivered to the Administrative Agent a
joinder to this Agreement (in form and substance satisfactory to the
Administrative Agent) agreeing to be bound by the provisions of this Agreement
respecting the role of the Administrative Agent, including, without limitation,
all exculpatory provisions and indemnification provisions, as if such Affiliate
were a Lender hereunder and the obligations under the Interest Rate Protection
Agreement were Obligations hereunder.


                                      -23-
<PAGE>

                  Swing Lender: M&T so long as it is a Lender, or if M&T is no
longer a Lender, then a Lender designated by the Borrower and acceptable to the
Administrative Agent.

                  Swing Loans: the meaning specified in Subsection 2.2.1 (Swing
Loan Advances).

                  Taxes: all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

                  Tender Offer: the meaning specified in the definition of
"Permitted Enpath Acquisition.".

                  Total Indebtedness: all Indebtedness of Parent, Holdings, the
Borrower and its Subsidiaries on a Consolidated basis, other than Indebtedness
described in clauses (g) and (h) of the definition of "Indebtedness" above to
the extent such Indebtedness described in clauses (g) and (h) does not, in
accordance with GAAP, appear as a liability on the Consolidated balance sheet of
Parent and its Subsidiaries.

                  Total Leverage Ratio: the ratio of (a) the amount of Total
Indebtedness less cash and Cash Equivalents to (b) Adjusted EBITDA.

                  Unreimbursed Drawings: drawings made under Letters of Credit
which, for any reason, have not been reimbursed by or on behalf of the Borrower,
whether through borrowings of Loans hereunder or otherwise.

                  U.S. Subsidiary: any Subsidiary is organized under the laws of
the United States of America, any State thereof or the District of Columbia.

                  Withdrawal Liability: any withdrawal liability as defined in
Section 4201 of ERISA.

            1.2   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, (e) any reference to
any Law or regulation herein shall, unless otherwise specified, refer to such
Law or regulation as amended, modified or supplemented from time to time and (f)
the words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.


                                      -24-
<PAGE>

                                    ARTICLE 2

                                    THE LOANS

            2.1   Revolving Credit Loans.

                  2.1.1 Commitment to Make RC Loans. Subject to, and upon the
terms and conditions set forth in this Agreement, the Lenders shall make
advances to the Borrower until the Maturity Date in an aggregate principal
amount outstanding at any one time not to exceed Two Hundred Thirty-Five Million
Dollars ($235,000,000) (as the same may be increased or reduced pursuant to the
terms of this Agreement, the "Commitment"); provided, however, that (a) the
aggregate amount of the Commitment available for borrowing at any time shall not
exceed the Available Commitment at such time; and (b) the amount and percentage
of the Commitment and the Available Commitment which each Lender is obligated to
lend shall not exceed at any time the amount or percentage set forth in the
Lender Addendum for such Lender (as supplemented and amended by giving effect to
the assignments contemplated by this Agreement). The Commitment of any Lender is
sometimes referred to herein as such Lender's Commitment. Within the limits set
forth above, the Borrower may borrow under this Section 2.1, repay or prepay
such advances, and reborrow under this Section 2.1. The amounts loaned to the
Borrower pursuant to the revolving credit facility described in this Section 2.1
are referred to as the "RC Loans."

                  2.1.2 Available Commitment. "Available Commitment" shall mean
the initial Commitment, as the same is reduced or increased (as provided in
clause (e) below) by:

                           (a) voluntary reductions in the Commitment pursuant
to Subsection 2.1.3 (Voluntary Commitment Reductions);

                           (b) mandatory reductions in the Commitment pursuant
to Subsection 2.1.4 (Mandatory Prepayments and Reductions in the Facility);

                           (c) the face amount of any outstanding Letters of
Credit and any Unreimbursed Drawings (if any) relating to Letters of Credit;

                           (d) the aggregate principal amount of any outstanding
Swing Loans and RC Loans; and

                           (e) increases in the Commitment pursuant to
Subsection 2.1.8 (Increases in Facility).


                                      -25-
<PAGE>

                  2.1.3 Voluntary Commitment Reductions. The Borrower shall have
the right at any time and from time to time upon five (5) Business Days' prior
written notice to the Administrative Agent to permanently reduce (on a pro rata
basis among the Lenders) or terminate the Commitment. Any partial reductions
shall be in minimum amounts of Five Million Dollars ($5,000,000) and in whole
multiples of One Million Dollars ($1,000,000) in excess of such minimum amount.

                  2.1.4 Mandatory Prepayments and Reductions in the Facility.
The amount of the credit facility under this Agreement shall reduce at the times
and in the amounts specified below. The reductions shall permanently reduce the
Commitment (with a corresponding reduction in the amount of the RC Loans whether
or not there shall then be any Available Commitment). Each such payment of Loans
shall be subject Subsection 2.8.5 (Breakage) and shall be accompanied by accrued
interest to the date of such prepayment if the Loans are repaid in full. Nothing
in this Subsection 2.1.4 shall be construed to constitute the Administrative
Agent's or any Lender's consent to any transaction that is not permitted by
other provisions of this Agreement or the other Loan Documents.

                           (a) Issuance of Debt. At any time that Parent,
Holdings, the Borrower or any of its Subsidiaries shall incur any Indebtedness
(exclusive of (i) Indebtedness permitted under clauses (a) through (f) of
Subsection 8.1.1 (In General), and (ii) to the extent that the principal amount
of any Permitted Debenture Refinancing does not exceed the principal amount of
the 2003 Debentures, any Permitted Debenture Refinancing), Borrower shall
prepay, on the date of such incurrence thereof, such amount of the Loans as is
equal to one hundred percent (100%) of the net cash proceeds of such
Indebtedness. Amounts so paid shall serve to reduce the amount of the
Commitment.

                           (b) Issuance of Equity. At any time that (i) the
Borrower or any of its Subsidiaries shall issue any equity (exclusive of equity
issued to the Borrower or any of its Subsidiaries), or (ii) Parent or Holdings
shall issue any equity (exclusive of common equity of Parent issued to finance
Permitted Acquisitions or pursuant to any employee stock based compensation
plans), the Borrower shall prepay, on the date of such issuance thereof, such
amount of the Loans as is equal to fifty percent (50%) of the net cash proceeds
of such equity. Amounts so paid shall serve to reduce the amount of the
Commitment.

                           (c) Material Recovery Event. In the event Parent,
Holdings, the Borrower or any of its Subsidiaries (or the Administrative Agent
as loss payee or assignee) receives property or casualty insurance proceeds
and/or a condemnation or similar payment (relating to one event, condition or
transaction or a series of related events, conditions or transactions),

                               (i) in an amount in excess of Twenty Five Million
Dollars ($25,000,000) per occurrence, unless the Majority Lenders specifically
consent to the use of such proceeds or other payment by the Borrower or the
applicable Subsidiary;

                               (ii) in a lesser amount, if such Person does not,
in fact, use the proceeds to repair or replace the applicable property within
180 days of receipt of such proceeds; or


                                      -26-
<PAGE>

                               (iii) at the request of the Majority Lenders, in
any amount if there is then an Event of Default that has occurred and is
continuing,

the Borrower shall promptly, and in any event no later than five (5) Business
Days from the date of receipt thereof pay to the Administrative Agent, for the
ratable benefit of the Lenders, one hundred percent (100%) of all such insurance
proceeds or payments as a prepayment of the Loans.

                           (d) Certain Asset Dispositions. At any time that
Parent, Holdings, the Borrower or any of its Subsidiaries sells, transfers or
otherwise disposes of any of its assets or property (other than dispositions
permitted under clauses (a), (b) and (c) of Subsection 8.7.2 (Sales and Other
Dispositions)), the Borrower shall promptly prepay such amount of the Loans as
is equal to the net cash proceeds of such disposition. If any proceeds are
received in a form other than cash and subsequently converted into cash, then
such proceeds shall be treated as net cash proceeds for purposes of this clause
(d) at such time as they are converted into cash. Notwithstanding the foregoing,
so long as no Event of Default or Default is then existing, and the Borrower
notifies the Administrative Agent of its intent to do so at the time of receipt
thereof, the Borrower may use the net cash proceeds of such dispositions to
reinvest in like assets not prohibited by the terms of this Agreement made
within 180 days after receipt of the net cash proceeds. If the Borrower does not
so notify the Administrative Agent, it shall prepay the Loans within five (5)
Business Days of receipt of the proceeds. If the Borrower does so notify the
Administrative Agent, but the Borrower fails to use the net cash proceeds to
reinvest in like assets within said 180-day period, then the Borrower shall
prepay the Loans on the date that is 180 days after the date of receipt of the
net cash proceeds. Nothing in this paragraph shall be construed to permit
dispositions otherwise prohibited by this Agreement.

                  2.1.5 Repayment in connection with Commitment Reductions and
on Maturity Date. Upon the effective date of each reduction in the Commitment
referred to in this Section 2.1 (whether voluntary or mandatory), the Borrower
shall be required to pay to the Administrative Agent for the benefit of the
Lenders the principal amount of the RC Loans and/or Swing Loans, to the extent,
if any, that (a) the aggregate principal amount of any RC Loans and Swing Loans
then outstanding plus the aggregate face amount of Letters of Credit then
outstanding plus any Unreimbursed Drawings (if any) exceeds (b) the amount of
the Available Commitment as so reduced. All amounts of principal, interest and
fees relating to RC Loans not due and payable before the Maturity Date are due
and payable on that date.

                  2.1.6 Voluntary Prepayment. Except as otherwise provided in
this Agreement, the Borrower shall be permitted to prepay the RC Loans at any
time without penalty or premium except as otherwise provided in Subsection 2.8.5
(Breakage). In connection with each voluntary prepayment:

                           (a) The Borrower shall provide the Administrative
Agent with notice of its intention to prepay,

                               (i) no later than 11:00 a.m. (New York, NY time)
on the date of prepayment in the case of Base Rate Loans; and


                                      -27-
<PAGE>

                               (ii) no later than 11:00 a.m. (New York, NY time)
three (3) Business Days prior to the date of prepayment in the case of LIBOR
Loans.

                           (b) Each prepayment of principal of an RC Loan shall
be in a minimum amount equal to Two Million Dollars ($2,000,000) and integral
multiples of Five Hundred Thousand Dollars ($500,000) in excess of such minimum
amount.

                           (c) The Borrower shall pay accrued interest on the
amount prepaid if the Loans and repaid in full.

                  2.1.7 Relationship of Commitment Reductions, Mandatory
Prepayments and Voluntary Prepayments to Interest Rate Protection Agreements.
Any voluntary reductions to the Commitment made pursuant to Subsection 2.1.3
(Voluntary Commitment Reductions), mandatory reductions to the Commitment made
pursuant to Subsections 2.1.4 (Mandatory Prepayments and Reductions in the
Facility) or voluntary prepayments of RC Loans pursuant to Subsection 2.1.6
(Voluntary Prepayment) shall not affect the Borrower's obligation to continue
making payments under any Interest Rate Protection Agreement with any Swap
Party, which obligations shall remain in full force and effect notwithstanding
such prepayment, subject to the terms of such Interest Rate Protection
Agreement.

                  2.1.8    Increases in Facility.

                           (a) Provided there exists no Default or Event of
Default and the Borrower is in compliance with the terms of this Agreement, the
Borrower shall have the right at any time and from time to time, upon five (5)
Business Days' prior written notice to the Administrative Agent to request an
increase in the Commitment provided that (i) the aggregate amount of all such
increases shall not exceed One Hundred Million Dollars ($100,000,000); (ii) each
increase shall be in a minimum amount of at least Twenty Million Dollars
($20,000,000) and (iii) the Borrower may make a maximum of two (2) such
requests.

                           (b) No Lender shall be required to increase the
amount of its Commitment, and no Lender shall be deemed to have increased the
amount of its Commitment except pursuant to a writing signed by such Lender. In
the event that the existing Lenders do not agree to increase their Commitments
in an amount equal to the amount requested by the Borrower, to achieve the full
amount of a requested increase and subject to the approval of the Administrative
Agent (which approvals shall not be unreasonably withheld), the Borrower may
also invite additional Eligible Assignees to become Lenders pursuant to a Lender
Addendum, joinder or other agreement in form and substance satisfactory to the
Administrative Agent and its counsel.

                           (c) If the Commitment is increased in accordance with
this Subsection 2.1.8 (Increases in Facility), the Administrative Agent and the
Borrower shall determine the effective date (the "Effective Date") and the
Administrative Agent shall determine the final allocation of such increase.


                                      -28-
<PAGE>

                           (d) As a condition precedent to such increase, (i)
the Borrower shall deliver to the Administrative Agent a certificate of each
Loan Party dated as of the Effective Date (in sufficient copies for each Lender)
signed by a duly authorized officer of such Loan Party (A) certifying and
attaching the resolutions adopted by such Loan Party approving or consenting to
such increase and (B) in the case of the Borrower, certifying that, before and
after (on a pro forma basis) giving effect to such increase (1) the
representations and warranties contained in Article 5 (Representations and
Warranties) and the other Loan Documents are true and correct in all material
respects on and as of the Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct in all material respects as of such earlier date,
and (2) no Default or Event of Default exists; (ii) counsel for the Borrower
shall have provided to the Administrative Agent a supplemental opinion in form
and substance reasonably satisfactory to the Administrative Agent; (iii) the
Borrower shall have delivered to each Lender an amended Form U-1 which shall be
executed by the Borrower and completed to the satisfaction of the Administrative
Agent, and which shall include a current list of the Collateral supporting the
credit extended under this Agreement; (iv) the Borrower shall have executed and
delivered such other instruments and documents as the Administrative Agent shall
have reasonably requested in connection with such increase and (v) Eligible
Assignees that are to become Lenders pursuant to paragraph (b) above shall have
executed such Lender Addenda or other documents as the Administrative Agent
shall reasonably request.

                  2.1.9 Extension of Maturity Date. The Borrower may, by written
notice to the Administrative Agent not later than 60 days prior to the Maturity
Date then in effect under this Agreement (the "Existing Maturity Date"), extend
the Maturity Date until April 1, 2013 if, but only if, each of the following
conditions is satisfied:

                           (a) no Default or Event of Default shall have
occurred and be continuing on the date of such extension, either before or after
giving effect thereto; and

                           (b) on or before the Existing Maturity Date, the
Borrower shall have paid to each Lender an extension fee equal to 7.5 basis
points of such Lender's existing Commitment hereunder.

            2.2   Swing Loans.

                  2.2.1 Swing Loan Advances. Upon the terms and subject to the
conditions of this Agreement, the Swing Lender may (but is not obligated to)
make, from time to time, from and including the Closing Date to but excluding
the Maturity Date, one or more Loans ("Swing Loans") to the Borrower, in an
aggregate outstanding principal amount not exceeding at any time Fifteen Million
Dollars ($15,000,000); provided, however, that no Swing Loan shall be made at
any time in an amount in excess of the Available Commitment.

                  2.2.2 Terms of Swing Loan Borrowings. The Borrower shall give
the Swing Lender notice (which shall be irrevocable) of a request for a Swing
Loan no later than 12:00 noon (New York, NY time) on the day such Loan is
requested; if such notice is received later than 12:00 noon (New York, NY time),
then the request shall be deemed to be a request for a Swing Loan to be made on
the next Business Day. Each Swing Loan shall be in a principal amount equal to
or greater than Two Hundred Thousand Dollars ($200,000) and shall bear interest
at the Base Rate plus the Applicable Margin. The Borrower shall repay the
principal amount of each Swing Loan (together with all accrued interest) no
later than 3:00 p.m. (New York, NY time) on the earliest of (a) the date that is
five (5) Business Days after the date that such Loan is made; (b) the date that
demand is made therefor by the Swing Lender and (c) the Maturity Date. However,
nothing in this Subsection 2.2.2 shall prohibit the Borrower from repaying any
Swing Loan with the proceeds of an other Swing Loan that it may borrow
hereunder.


                                      -29-
<PAGE>

                  2.2.3 Participation by Lenders. Upon demand made to the
Lenders by the Swing Lender, which demand may be made before or after an Event
of Default or Default, and before or after the maturity date of the subject
Swing Loans, but subject to the provisions of Subsection 2.2.5 (Certain
Limitations), each Lender shall promptly, irrevocably and unconditionally
purchase from the Swing Lender, without recourse or warranty, an undivided
interest and participation in the Swing Loans then outstanding. Each Lender
shall effect such purchase by paying to the Swing Lender in immediately
available funds, without reduction or deduction of any kind, including
reductions or deductions for set-off, recoupment or counterclaim, an amount
equal to such Lender's pro rata share of the principal amount of all Swing Loans
then outstanding. Each Lender's pro rata share of the Swing Loans shall be based
on the amount of such Lender's pro rata share of the total Commitment.
Thereafter, the Lenders' respective interests in such Swing Loans, and the
remaining interest of the Swing Lender in such Swing Loans, shall in all
respects be treated as RC Loans under this Agreement, except that such Swing
Loans shall be due and payable by the Borrower on the dates referred to in
Subsection 2.2.2 (Terms of Swing Loan Borrowings).

                  If any Lender does not pay any amount which it is required to
pay pursuant to this Subsection 2.2.3 promptly upon the Swing Lender's demand
therefor, (a) the Swing Lender shall be entitled to recover such amount on
demand from such Lender, together with interest thereon, at the Federal Funds
Rate for the first three (3) Business Days, and thereafter at the Base Rate, for
each day from the date of such demand, if made prior to 2:00 p.m. (New York, NY
time) on any Business Day, or, if made at any later time, from the next Business
Day following the date of such demand, until the date such amount is paid in
full to the Swing Lender by such Lender and (b) the Swing Lender shall be
entitled to all interest payable by the Borrower on such amount until the date
on which such amount is received by the Swing Lender from such Lender. Moreover,
any Lender that shall fail to make available the required amount shall not be
entitled to vote on or consent to or approve any matter under this Agreement and
the other Loan Documents until such amount with interest is paid in full to the
Swing Lender by such Lender. Without limiting any obligations of any Lender
pursuant to this Subsection 2.2.3, if any Lender does not pay such corresponding
amount promptly upon the Swing Lender's demand therefor, the Swing Lender shall
notify the Borrower and the Borrower shall promptly repay such corresponding
amount to the Swing Lender together with accrued interest thereon at the
applicable rate on such Swing Loans.

                  2.2.4 No Set-off, Etc. Subject only to the limitations set
forth in Subsection 2.2.5 (Certain Limitations), the obligations of each Lender
to make available to the Swing Lender the amounts set forth in Subsection 2.2.3
(Participation by Lenders) shall be absolute, unconditional and irrevocable
under any and all circumstances, shall be without reduction for any set-off or
counterclaim of any nature whatsoever, may not be terminated, suspended or
delayed for any reason whatsoever, shall not be subject to qualification or
exception and shall be made in accordance with the terms of this Agreement.


                                      -30-
<PAGE>

                  2.2.5 Certain Limitations. No Lender shall be obligated to
purchase a participation in any Swing Loan pursuant to Subsection 2.2.3
(Participation by Lenders), if such Lender proves that (a) the conditions set
forth in Subsections 4.2.1 (No Default) or 4.2.3 (Representations and
Warranties) were not satisfied at the time such Swing Loan was made (unless such
condition was waived in accordance with the terms of this Agreement) and (b)
such Lender had notified the Swing Lender in a writing received by the Swing
Lender at least one (1) Business Day prior to the time that it made such Swing
Loan that the Swing Lender was not authorized to make such Swing Loan because
such conditions were not satisfied and stating with specificity the reason
therefor.

            2.3   Borrowing Notice.

                  Each RC Loan that is a Base Rate Loan shall be in the minimum
amount of Two Million Dollars ($2,000,000) and integral multiples of Five
Hundred Thousand Dollars ($500,000) in excess of such minimum amount. Each RC
Loan that is a LIBOR Loan shall be in the minimum amount of Five Million Dollars
($5,000,000) and integral multiples of One Million Dollars ($1,000,000) in
excess of such amount. To effect a funding, the Borrower shall give the
Administrative Agent written notice in the form attached to this Agreement as
Exhibit B specifying the type, amount and date of each intended borrowing and
the manner in which the same shall be disbursed, which notice:

                           (a) in the case of RC Loans that are Base Rate Loans,
shall be given no later than 11:00 a.m. (New York, NY time) at least one (1)
Business Day prior to the date of such borrowing;

                           (b) in the case of LIBOR Loans, shall be given no
later than 11:00 a.m. (New York, NY time) at least three (3) Eurodollar Business
Days prior to the date of such borrowing and shall specify the Interest Period
with respect to such borrowing; and

                           (c) in the case of Swing Loans, shall be given no
later than 12:00 noon (New York, NY time) on the date of such borrowing.

Notwithstanding the foregoing, the Administrative Agent may (but is not
obligated to) act upon telephone notice by the Borrower whether or not written
notice is received; provided nothing in this sentence shall relieve the Borrower
from providing written notice as provided by this Section.

                  Except in the case of Swing Loans, the Administrative Agent in
turn shall give prompt written or telephonic (promptly confirmed in writing)
notice to each Lender of its pro rata share of the borrowing, the interest rate
option selected and the scheduled date of the funding. After receipt of such
notice, each Lender shall make such arrangements as are necessary to assure that
its share of the funding shall be immediately available (in Dollars) to the
Administrative Agent no later than 2:30 p.m. (New York, NY time), on the date on
which the funding is to occur. After receipt of the funds, the Administrative
Agent, subject to the satisfaction of the conditions precedent set forth in
Section 4.2 (Requirements for Each Loan/Letter of Credit), shall disburse the
amount of such funding in accordance with instructions in the Borrower's
borrowing notice.


                                      -31-
<PAGE>

                  The Lenders shall not be obligated to comply with a borrowing
notice if there shall then exist an Event of Default or a Default regardless of
whether the Lenders have determined to exercise their remedies arising upon the
occurrence of such Event of Default or Default.

            2.4   [Reserved].

            2.5   Lenders' Obligations Several.

                  Each Lender is severally bound by this Agreement, but there
shall be no joint obligation of the Lenders under this Agreement. The failure of
any Lender to make any share of the Loans or fulfill any obligations respecting
Letters of Credit to be made or fulfilled by it on the date specified for the
Loans or such obligations shall not relieve any other Lender of its obligation
to make its share of the Loans or fulfill other obligations on such date, but
neither any Lender nor the Administrative Agent shall be responsible for the
failure of any other Lender to make a share of the Loans or fulfill other
obligations to be made or fulfilled by such other Lender.

            2.6   Notes.

                  Upon the request of any Lender, the aggregate principal amount
of each Lender's share of the Commitment and RC Loans shall be evidenced by a
note to be issued by the Borrower to each Lender in substantially the form
attached to this Agreement as Exhibit A-1. Upon the request of the Swing Lender,
the Swing Loans and commitment therefor shall be evidenced by a note to be
issued by the Borrower to the Swing Lender in substantially the form attached to
this Agreement as Exhibit A-2.

            2.7   Fees to Lenders.

                  2.7.1    Commitment Fees.

                           (a) The Borrower shall pay to the Administrative
Agent, for the account of the Lenders, quarterly in arrears on each Quarterly
Payment Date a commitment fee (the "Commitment Fee") (calculated on the basis of
a 360-day year for the actual days elapsed) equal to the Commitment Fee Rate
multiplied by the Commitment Fee Base determined on an average daily basis.

                           (b) The term "Commitment Fee Rate" shall mean the
following:

The Commitment Fee Rate shall be 0.125% from the date hereof until five (5)
Business Days after the delivery of the Officer's Compliance Certificate for the
period ending June 30, 2007 pursuant to Subsection 6.1.3 (Delivery of Officer's
Compliance Certificates). Thereafter, the Commitment Fee Rate shall be the rate
specified below based on the Borrower's Senior Leverage Ratio as reflected in
the most recently delivered Officer's Compliance Certificate:


                                      -32-
<PAGE>

             Senior Leverage Ratio            Commitment Fee Rate
             ---------------------            -------------------
             > 2.25                                  0.250%
             -
             > 2.00  < 2.25                          0.200%
             -
             > 1.75  < 2.00                          0.175%
             -
             > 1.50  < 1.75                          0.125%
             -
             < 1.50                                  0.125%

The Commitment Fee Rate shall be adjusted five (5) Business Days after each
Officer's Compliance Certificate is delivered pursuant to Subsection 6.1.3
(Delivery of Officer's Compliance Certificates); provided, however, at any time
that the Borrower shall have not delivered such certificate at the time
specified in Subsection 6.1.3 (Delivery of Officer's Compliance Certificates),
until such time as such certificate is so delivered to the Administrative Agent,
the Commitment Fee Rate shall be 0.250%.

                           (c) "Commitment Fee Base" means an amount at any time
equal to (i) the Commitment less (ii) the sum of the aggregate principal amount
of outstanding RC Loans, the face amount of outstanding Letters of Credit and
any Unreimbursed Drawings in respect of Letters of Credit. Outstanding Swing
Loans shall not reduce the Commitment Fee Base.

                  2.7.2 Letter of Credit Fees. The Borrower shall pay to the
Administrative Agent for the account of the Issuing Bank and/or Lenders, as
applicable, such letter of credit fees as are described in Article 3 (Letters of
Credit).

                  2.7.3 Other Fees. The Borrower shall pay such other fees, if
any, as the Borrower has otherwise agreed to pay to the Administrative Agent,
the Issuing Bank, and/or the Lenders.

            2.8   Interest.

                  2.8.1 Rates. The Loans (other than Swing Loans) shall bear
interest at the Borrower's option (subject to the limitation and conditions set
forth in this Section 2.8) at the Base Rate plus the Applicable Margin or at the
Adjusted LIBOR plus the Applicable Margin. Interest on Base Rate Loans shall be
payable monthly on the first day of the month, in arrears, commencing with the
Month following the Month in which the Closing Date occurs. Interest on LIBOR
Loans shall be payable on the last day of each Interest Period; provided, that
if the Interest Period is six Months or longer, interest shall be payable on the
ninetieth day of the Interest Period, every ninetieth day thereafter until the
end of the Interest Period and on the last day of the Interest Period. Swing
Loans shall bear interest at the Base Rate plus the Applicable Margin on Base
Rate Loans; accrued interest on Swing Loans shall be payable at the earlier of
(a) the date the principal amount of such Swing Loans are payable and (b) on the
last day of each month, in arrears. All computations of interest shall be made
on the basis of a 360-day year and the actual number of days elapsed. Changes in
the rate of interest resulting from changes in the Base Rate shall take place
immediately without notice or demand of any kind.


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<PAGE>

                  2.8.2 Applicable Margin. Except as set forth in Subsection
2.8.3 (Adjustments to Applicable Margin), (a) the term "Applicable Margin" when
used with respect to the Base Rate shall mean the following:

                                                       Base Rate
                                                    Applicable Margin
          Senior Leverage Ratio                       for RC Loans
          ---------------------                       ------------
          > 2.25                                         0.000%
          -
          > 2.00  < 2.25                                (0.250%)
          -
          > 1.75  < 2.00                                (0.500%)
          -
          > 1.50  < 1.75                                (1.00%)
          -
          < 1.50                                        (1.250%)

and (b) the term "Applicable Margin" when used with respect to Adjusted LIBOR
shall mean the following:


                                                    Adjusted LIBOR
                                                   Applicable Margin
          Senior Leverage Ratio                      for RC Loans
          ---------------------                      ------------
          >  2.25                                       2.000%
          -
          > 2.00  < 2.25                                1.750%
          -
          > 1.75  < 2.00                                1.500%
          -
          > 1.50  < 1.75                                1.250%
          -
          < 1.50                                        1.000%

                  2.8.3 Adjustments to Applicable Margin. From the Closing Date
until five (5) Business Days after the financial statements and Officer's
Compliance Certificate for the period ending June 30, 2007 are delivered to the
Administrative Agent pursuant to Subsection 6.1.3 (Delivery of Officer's
Compliance Certificates), the Applicable Margins shall be (1.25)% for Base Rate
Loans and 1.00% for LIBOR Loans. Thereafter, the Applicable Margin shall be
adjusted five (5) Business Days after the delivery of each Officer's Compliance
Certificate most recently delivered pursuant to Subsection 6.1.3 (Delivery of
Officer's Compliance Certificates); provided, however, at any time that the
Borrower shall have not delivered such certificate at the time specified in
Subsection 6.1.3 (Delivery of Officer's Compliance Certificates), until such
time as such certificate is so delivered to the Administrative Agent, the
Applicable Margin shall be the maximum amount for the applicable type of Loan
set forth above. The foregoing shall not limit any rights of the Lenders to
receipt of the Default Rate, if applicable.

                  2.8.4    LIBOR Election.

                           (a) Unless otherwise elected by the Borrower, all
Loans shall be Base Rate Loans. The Borrower may, upon at least three (3)
Eurodollar Business Days' prior written notice to the Administrative Agent in
the form attached to this Agreement as Exhibit C, and subject to and upon the
terms and conditions set forth in this Agreement, elect to borrow money that
will bear interest based on Adjusted LIBOR plus the Applicable Margin or to
convert a portion of the Loans to bear interest based on Adjusted LIBOR plus the
Applicable Margin. Any such election may be made with respect to a principal
amount designated in such notice and equal to at least Five Million Dollars
($5,000,000) and integral multiples of One Million Dollars ($1,000,000) in
excess of such minimum, for the Interest Period next ensuing, which shall equal
one, two, three, or six Months as designated by the Borrower in its notice.


                                      -34-
<PAGE>

                           (b) The Borrower may not convert any outstanding
Loans to LIBOR Loans if at the time of such conversion there shall exist a
Default or an Event of Default.

                           (c) If an interest rate based on Adjusted LIBOR plus
the Applicable Margin is elected, such interest rate shall remain in effect for
the Interest Period selected and such interest rate shall not otherwise be
converted to another interest rate prior to the expiration of the Interest
Period except as otherwise required by this Subsection 2.8.4. If an Interest
Period for any LIBOR Loan would otherwise commence on a day which is not a
Eurodollar Business Day, such Interest Period shall commence on the next
Eurodollar Business Day.

                           (d) Each LIBOR Loan shall, on the last day of the
applicable Interest Period, automatically convert into a Base Rate Loan unless,
at least three (3) Eurodollar Business Days prior thereto, the Administrative
Agent has received a notice in the form attached hereto as Exhibit C that the
Borrower has elected to continue such Loan as a LIBOR Loan.

                           (e) The Borrower may not elect an interest rate based
on Adjusted LIBOR if such election would require the Administrative Agent to
administer concurrently a combination of elective rates of interest based on
Adjusted LIBOR and/or a combination of Interest Periods that exceed an aggregate
of six.

                           (f) No Interest Period may be elected that would end
later than the Maturity Date.

                  2.8.5 Breakage. In the event that the Borrower makes a
prepayment (whether voluntary or mandatory) of any LIBOR Loans on a day other
than the last day of the applicable Interest Period, including any such
prepayment as a result of an assignment required by Subsection 2.14.2
(Replacement of Lenders), or fails to borrow a LIBOR Loan, or fails to convert a
Loan to a LIBOR Loan on the date specified in the applicable notice, the
Borrower will pay to the Administrative Agent, upon demand, for the account of
the affected Lenders, any cost, loss or expense incurred as a result thereof.
Each affected Lender shall certify the amount of such cost, loss or expense to
the Borrower, which certification and statement shall be conclusive in the
absence of manifest error.

                  2.8.6 Default Rate. Anything in this Agreement to the contrary
notwithstanding, upon the occurrence of an Event of Default (whether or not the
Administrative Agent has accelerated payment of the Notes), the unpaid principal
of the Loans and all reimbursement obligations in respect of Letters of Credit
shall bear interest at the interest rate otherwise in effect plus two percent
(2%) (the "Default Rate").


                                      -35-
<PAGE>

                  2.8.7 Source of Funds. Although each Lender may elect to
purchase in the London Inter-Bank Eurocurrency Market one or more Eurodollar
Deposits in order to fund or maintain its funding of LIBOR Loans hereunder, it
is acknowledged that the provisions of this Agreement relating to such funding
are included only for the purpose of determining the rate of interest to be paid
and any other amounts owing under this Agreement in connection with such
election, and each Lender shall be entitled to fund and maintain its funding of
all or any part of that portion of the principal amount of the Loans in any
manner it sees fit. Nonetheless, all such determinations shall be made as if
each Lender had actually funded and maintained its LIBOR Loans through the
purchase of Eurodollar Deposits.

                  2.8.8 Interest Due with Certain Repayments and Prepayments. In
addition to payments of accrued interest as provided in Subsection 2.8.1
(Rates), accrued interest on the following repayments and prepayments shall be
due and payable at the time of such repayments and prepayments:

                           (a) all repayments and prepayments of Swing Loans;
and

                           (b) all repayments and prepayments of RC Loans on the
Maturity Date (whether such date is the originally contemplated Maturity Date, a
later date on which the Commitment is extended or an earlier date on which the
Commitment is terminated)

it being understood that this Subsection 2.8.8 does not interfere with the
obligation of the Borrower pursuant to Subsection 2.8.5 (Breakage) with respect
to any such repayment or prepayment.

            2.9   Increased Costs; Unavailability.

                  2.9.1 Increased Costs Generally. If any Change in Law shall:

                           (a) impose, modify or deem applicable any reserve,
special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or
participated in by, any Lender (except any reserve requirement reflected in the
Adjusted LIBOR) or the Issuing Bank;

                           (b) subject any Lender or the Issuing Bank to any tax
of any kind whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any LIBOR Loan made by it, or change the
basis of taxation of payments to such Lender or the Issuing Bank in respect
thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.13
(Taxes) and the imposition of, or any change in the rate of, any Excluded Tax
payable by such Lender or the Issuing Bank); or

                           (c) impose on any Lender or the Issuing Bank or the
London interbank market any other condition, cost or expense affecting this
Agreement or LIBOR Loans made by such Lender or any Letter of Credit or
participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation
to make any such Loan), or to increase the cost to such Lender or the Issuing
Bank of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or any other amount)
then, upon request of such Lender or the Issuing Bank, the Borrower will pay to
such Lender or the Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or the Issuing Bank, as the case may be,
for such additional costs incurred or reduction suffered.


                                      -36-
<PAGE>

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

                  2.9.3 Certificates for Reimbursement. A certificate of a
Lender or the Issuing Bank setting forth the amount or amounts necessary to
compensate such Lender or the Issuing Bank or its holding company, as the case
may be, as specified in Subsections 2.9.1 (Increased Costs Generally) or 2.9.2
(Capital Requirements) and delivered to the Borrower shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the
case may be, the amount shown as due on any such certificate within ten (10)
days after receipt thereof.

                  2.9.4 Delay in Requests. Failure or delay on the part of any
Lender or the Issuing Bank to demand compensation pursuant to this Section 2.9
shall not constitute a waiver of such Lender's or the Issuing Bank's right to
demand such compensation; provided, that the Borrower shall not be required to
compensate a Lender or the Issuing Bank pursuant to this Section 2.9 for any
increased costs incurred or reductions suffered more than nine months prior to
the date that such Lender or the Issuing Bank, as the case may be, notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender's or the Issuing Bank's intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the nine-month period referred to above shall
be extended to include the period of retroactive effect thereof).

                  2.9.5 Inability to Determine LIBOR. In the event that the
Administrative Agent or the Majority Lenders shall have determined that for any
reason it has become impossible or impracticable to determine the Adjusted LIBOR
(or the Adjusted LIBOR for any specified Interest Periods), the Administrative
Agent shall promptly give notice of such determination to the Borrower. In that
case, no part of the Loans shall thereafter be available at the Adjusted LIBOR
(or at the Adjusted LIBOR for the specified Interest Period) until the
Administrative Agent determines that the circumstances described above cease to
exist.


                                      -37-
<PAGE>

                  2.9.6 Laws Affecting LIBOR Availability. If it shall become
unlawful or impossible for any Lender (or any of its lending offices) to make or
maintain LIBOR Loans (or LIBOR Loans of a specified duration) due to (a) the
introduction of, or any change in, any Law or any change in the interpretation
or administration thereof by any Governmental Authority, or (b) compliance by
any Lender (or any of its lending offices) with any request or directive
(whether or not having the force of law) of any such Governmental Authority,
such Lender shall promptly give notice thereof to the Administrative Agent and
the Administrative Agent shall promptly give notice thereof to the Borrower and
the other Lenders. Thereafter, until the Administrative Agent notifies the
Borrower that such circumstances no longer exist, (i) the obligations of the
Lenders to make such LIBOR Loans (or LIBOR Loans of the specified duration) and
the right of the Borrower to convert any Loan or continue any Loan as such shall
be suspended and thereafter the Borrower may select only Base Rate Loans (or
LIBOR Loans of other durations) hereunder, and (ii) if any Lender may not
lawfully continue to maintain a Loan as a LIBOR Loan to the end of the then
current Interest Period applicable thereto, the applicable Loan shall
immediately be converted to a Base Rate Loan.

            2.10  Purpose.

                  The proceeds of the Loans shall be used by the Borrower: (a)
to refinance existing Indebtedness on the Closing Date; (b) to make Restricted
Payments permitted under this Agreement; (c) to finance acquisitions,
investments and Capital Expenditures permitted under this Agreement; and (d) to
provide for other working capital needs and general corporate purposes;
provided, however, that none of the proceeds of the Loans may be used by any
Loan Party to purchase or carry any Margin Stock in violation of applicable Law
including, Regulations T, U and X of the Board of Governors of the Federal
Reserve System.

            2.11  Mechanics of Payments:  Borrower Payments.

                  2.11.1 Manner of Making Payments. All payments on account of
principal of and interest on the Loans, the Commitment Fee, and all other
amounts otherwise payable to the Lenders under this Agreement (other than
payments in respect of Swing Loans which shall be made directly to the Swing
Lender) shall be made to the Administrative Agent. All payments shall be made by
the Borrower to the Administrative Agent, in Dollars in immediately available
funds, without counterclaim or setoff and free and clear of, and without any
deduction or withholding for, any taxes or other payments. Unless otherwise
specified, all payments by the Borrower shall be made by 12:00 noon (New York,
NY time) on the due date for such payment, (and if by wire transfer, in
accordance with the instructions on the signature page to this Agreement) or by
the Administrative Agent debiting an account of the Borrower with the
Administrative Agent. The failure by the Borrower to make a payment by 12:00
noon (New York, NY time) shall not constitute an Event of Default if such
payment is made on the due date; however, any payment made after such time on
such due date shall be deemed made on the next Business Day for the purpose of
interest and reimbursement calculations.


                                      -38-
<PAGE>

                  2.11.2 Payments by Borrower; Presumptions by Administrative
Agent. Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank (such payment being a
"Borrower Required Payment") that the Borrower will not make the Borrower
Required Payment, the Administrative Agent may assume that the Borrower has made
the Borrower Required Payment on such date in accordance herewith and may, in
reliance upon such assumption (but shall not be required to), distribute to the
Lenders or the Issuing Bank, as the case may be, the amount due. In such event,
if the Borrower has not in fact made such Borrower Required Payment, then each
of the Lenders or the Issuing Bank, as the case may be, severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender or the Issuing Bank, with interest thereon, for each day from and
including the date such amount is distributed to it but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                  2.11.3 Disbursements from Administrative Agent to Lenders. The
Administrative Agent shall promptly remit to each Lender its pro rata share of
payments received pursuant to Subsection 2.11.1 (Manner of Making Payments) in
immediately available funds, except that all reimbursement payments in respect
of losses, out-of-pocket expenses, funding losses or like matters shall be
retained by the Administrative Agent or remitted to the Lenders according to
their respective appropriate entitlement to such reimbursement. Unless otherwise
provided in this Agreement or the other Loan Documents, payments from the
Borrower shall be applied first to fees, then to interest (to the extent then
payable), then to principal of Base Rate Loans, and then to principal of LIBOR
Loans (and among such LIBOR Loans, first to those with the earliest expiring
Interest Periods).

                  2.11.4 Authorization to Deduct Funds and Make Loans in
Satisfaction of Obligations. At any time that the Borrower is required to make a
payment of principal, interest, reimbursement obligations in respect of Letters
of Credit, fees, costs, expenses or other amounts pursuant to the terms of this
Agreement or the other Loan Documents and, in any case, fails to do so, in
addition to other rights and remedies of the Administrative Agent and Lenders
hereunder, under the other Loan Documents and at Law, the Borrower hereby
authorizes the Administrative Agent and the Lenders (at their option, after
receipt of notice from the Administrative Agent to do so) to cause the aforesaid
payments to be made first by drawing under the credit facilities provided under
this Agreement, and then (if there is no availability under the Commitment) by
deducting funds from the balance of any of the Borrower's accounts maintained
with the Administrative Agent, or by making additional loans (and any such loans
shall be subject to interest at the Default Rate and shall be part of the
Obligations secured by all of the security interests granted pursuant to the
Loan Documents); provided, however, that notwithstanding the making by the
Lenders of any of the aforesaid payments as set forth in this sentence, the
failure of the Borrower to make any of the aforesaid payments when due shall
constitute an Event of Default. The Administrative Agent and the Lenders may
cause payments to be made pursuant to this Subsection 2.11.4, in their sole
discretion, regardless of the existence of an Event of Default and whether or
not the aggregate amount of the outstanding Loans, after giving effect to such
payments, exceeds the amount of the Commitments. Notwithstanding the foregoing,
the Lenders shall have no obligation to make any additional loans to the
Borrower pursuant to this Subsection 2.11.4.


                                      -39-
<PAGE>

                  2.11.5 Sharing of Payments by Lenders. If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Loans or other obligations
hereunder resulting in such Lender's receiving payment of a proportion of the
aggregate amount of its Loans and accrued interest thereon or other such
obligations greater than its pro rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the Administrative
Agent of such fact, and (b) purchase (for cash at face value) participations in
the Loans and such other obligations of the other Lenders, or make such other
adjustments as shall be equitable, 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 Loans and other amounts
owing them, provided that

                           (a) 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

                           (b) the provisions of this Subsection 2.11.5 shall
not be construed to apply to (x) any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement or (y) 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 Letters of Credit to any
assignee or participant, other than to the Borrower or any Subsidiary thereof
(as to which the provisions of this Subsection 2.11.5 shall apply).

                  The 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 the
Borrower's rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

                  2.11.6 Payments Due on Non-Business Days. Subject to
Subsection 2.8.4 (LIBOR Election) as to payments with respect to Adjusted LIBOR,
if any payment under the Loan Documents becomes due on a day that is not a
Business Day, the due date of such payment shall be extended to the next
succeeding Business Day, and such extension of time shall be included in
computing interest and fees in connection with such payment.

            2.12  Mechanics of Payments; Lender Payments.

                  2.12.1 Funding by Lenders; Presumption by Administrative
Agent. Unless the Administrative Agent shall have received notice from a Lender
prior to the date on which it is scheduled to fund any amount hereunder to the
Administrative Agent any amount payable by a Lender under this Agreement (such
payment being a "Lender Required Payment") that such Lender will not make
available to the Administrative Agent its Lender Required Payment, the
Administrative Agent may assume that such Lender has made its Lender Required
Payment available on such date in accordance with Section 2.3 (Borrowing Notice)
and may, in reliance upon such assumption (but shall not be required to), make
available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its Lender Required Payment to the Administrative Agent, then
the applicable Lender and the Borrower 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 Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of a payment to be made by such Lender, the greater of
the Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation and (ii) in the
case of a payment to be made by the Borrower, the Base Rate plus the Applicable
Margin. If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to the Borrower the amount of such interest paid by
the Borrower for such period. If such Lender pays its Lender Required Payment to
the Administrative Agent, then the amount so paid shall constitute such Lender's
Loan included in the applicable borrowing. Any payment by the Borrower shall be
without prejudice to any claim the Borrower may have against a Lender that shall
have failed to make its Lender Required Payment to the Administrative Agent. Any
Lender that fails to make a Lender Required Payment upon receipt of notice
therefor shall not be entitled to vote on or consent to approve any matters that
it otherwise would be entitled to vote on or consent to approve under this
Agreement until it makes such payment.


                                      -40-
<PAGE>

            2.13  Taxes

                  2.13.1 Payments Free of Taxes. Any and all payments by or on
account of any obligation of the Borrower hereunder or under any other Loan
Document shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be
required by applicable Law to deduct any Indemnified Taxes (including any Other
Taxes) from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.13) the
Administrative Agent, each Lender or the Issuing Bank, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable Law.

                  2.13.2 Payment of Other Taxes by the Borrower. Without
limiting the provisions of Subsection 2.13.1 (Payments Free of Taxes), the
Borrower shall timely pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.

                  2.13.3 Indemnification by the Borrower. The Borrower shall
indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10
days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section 2.13) paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, 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 as to the amount of such payment or liability delivered to the
Borrower by a Lender or the Issuing Bank (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.

                                      -41-
<PAGE>

                  2.13.4 Evidence of Payments. As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower 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.

                  2.13.5 Status of Lenders. Any Foreign Lender that is entitled
to an exemption from or reduction of withholding tax under the Law of the
jurisdiction in which the Borrower is resident for tax purposes, or any treaty
to which such jurisdiction is a party, with respect to payments hereunder or
under any other Loan Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable Law or
reasonably requested by the Borrower or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable Law as will permit
such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if requested by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by
applicable Law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements.

                  Without limiting the generality of the foregoing, in the event
that the Borrower is resident for tax purposes in the United States of America,
any Foreign Lender shall deliver to the Borrower and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to
the date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the request of the Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:

                           (a)  duly completed copies of Internal Revenue
Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to
which the United States of America is a party,

                           (b)  duly completed copies of Internal Revenue
Service Form W-8ECI,

                           (c)  in the case of a Foreign Lender claiming
the benefits of the exemption for portfolio interest under section 881(c) of the
Code, (x) a certificate to the effect that such Foreign Lender is not (A) a
"bank" within the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent
shareholder" of the Borrower within the meaning of section 881(c)(3)(B) of the
Code, or (C) a "controlled foreign corporation" described in section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue
Service Form W-8BEN, or

                           (d)  any other form prescribed by applicable
Law as a basis for claiming exemption from or a reduction in United States
Federal withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable Law to permit the Borrower to
determine the withholding or deduction required to be made.

                                      -42-
<PAGE>

                  2.13.6 Treatment of Certain Refunds. If the Administrative
Agent, a Lender or the Issuing Bank determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.13, it shall pay to the Borrower
an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.13 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing
Bank, as the case may be, and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund), provided that
the Borrower, upon the request of the Administrative Agent, such Lender or the
Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the Issuing Bank in the
event the Administrative Agent, such Lender or the Issuing Bank is required to
repay such refund to such Governmental Authority. This paragraph shall not be
construed to require the Administrative Agent, any Lender or the Issuing Bank to
make available its tax returns (or any other information relating to its taxes
which it deems confidential) to the Borrower or any other Person.

                  2.13.7 Survival. Without prejudice to the survival of any
other agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 2.13 shall survive the payment in full of the
Obligations and the termination of the Commitments.

            2.14     Mitigation Obligations; Replacement of Lenders.

                  2.14.1 Designation of a Different Lending Office. If any
Lender requests compensation under Section 2.9 (Increased Costs;
Unavailability), or requires the Borrower to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.13 (Taxes), then such Lender shall use reasonable efforts to 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, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.9
(Increased Costs; Unavailability) or Section 2.13 (Taxes), as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

                  2.14.2 Replacement of Lenders. If any Lender requests
compensation under Section 2.9 (Increased Costs; Unavailability), or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.13
(Taxes), or if any Lender defaults in its obligation to fund Loans hereunder, or
if any Lender does not approve or consent to an amendment of this Agreement or
any other Loan Document which is approved by the Majority Lenders and which is
required to also be approved by such Lender to be effective pursuant to Section
11.5 (Amendment, Waiver and Consents) then the Borrower may, at its sole expense
and effort, 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, and consents required by, Section 11.6
(Successors and Assigns), all of its interests, rights and obligations under
this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that

                                      -43-
<PAGE>

                           (a)  the Borrower shall have paid to the
Administrative Agent the assignment fee specified in Section 11.6 (Successors
and Assigns),

                           (b)  such Lender shall have received payment of
an amount equal to the outstanding principal of its Loans and participations in
Letters of Credit, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents (including any
amounts under Subsection 2.8.5 (Breakage)) from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts),

                           (c)  in the case of any such assignment resulting
from a claim for compensation under Section 2.9 (Increased Costs;
Unavailability) or payments required to be made pursuant to Section 2.13
(Taxes), such assignment will result in a reduction in such compensation or
payments thereafter, and

                           (d)  such assignment does not conflict with
applicable Law.

A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

                                    ARTICLE 3

                                LETTERS OF CREDIT

            3.1   Letters of Credit.

                  3.1.1  Commitment to Issue Letters of Credit. Subject to
the requirements set forth below, the Borrower may use a portion of the
Commitment, which portion shall not exceed Fifteen Million Dollars ($15,000,000)
(the "Letter of Credit Sublimit") for the purpose of causing the Issuing Bank to
issue standby Letters of Credit for the account of the Borrower or any of its
U.S. Subsidiaries; provided, that (a) the Borrower or the applicable Subsidiary
executes and delivers a letter of credit application and reimbursement agreement
in a form acceptable to the Issuing Bank and complies with any conditions to the
issuance of such Letter of Credit (including the payment of any applicable fees)
set forth therein; (b) the Issuing Bank approves the form of such Letter of
Credit; (c) such Letter of Credit bears an expiration date not later than the
earlier of (i) one year after the date of issuance and (ii) 30 days prior to the
Maturity Date; (d) the Issuing Bank receives a request for issuance three (3)
Business Days prior to the date of issuance (unless the Issuing Bank, in its
sole and absolute discretion, agrees to shorter notice in any instance); (e) the
purpose of such Letter of Credit shall be acceptable to the Issuing Bank; and
(f) the conditions set forth in Section 4.2 (Requirements for Each Loan/Letter
of Credit) are fulfilled to the satisfaction of the Issuing Bank as of the date
of the issuance of such Letter of Credit.

                                      -44-
<PAGE>

                  3.1.2  Reimbursement Obligations. The Borrower (or any
U.S. Subsidiary that is an account party) is absolutely, unconditionally and
irrevocably obligated to reimburse the Issuing Bank for all amounts drawn under
each Letter of Credit. If any draft is presented under a Letter of Credit, the
payment of which is required to be made at any time on or before the Maturity
Date, then payment by the Issuing Bank of such draft shall constitute an RC Loan
(which is a Base Rate Loan) hereunder the proceeds of which are used to
reimburse the Issuing Bank (without regard to any required notice periods,
Available Commitment amount or minimum advance requirements, all of which are
waived for this purpose) and interest shall accrue from the date the Issuing
Bank makes payment on such draft under such Letter of Credit provided, however,
if there is not then an Available Commitment in an amount at least equal to the
amount of the draw, Borrower shall repay the excess amount of the Loan within
one (1) Business Day after the date that the Issuing Bank notifies the Borrower
of such deemed Loan. The Borrower further agrees that the Issuing Bank may
reimburse itself for such drawing at any time when there is no Available
Commitment from the balance in any other account of the Borrower maintained with
the Issuing Bank.

                  3.1.3  Limitation on Amount. The Issuing Bank shall not be
obligated or permitted under this Section 3.1 to issue any Letter of Credit for
the account of the Borrower to the extent that the sum of (a) the amount that
would be available to be drawn under the proposed Letter of Credit plus (b) the
sum of all amounts available to be drawn under outstanding Letters of Credit
plus (c) any Unreimbursed Drawings would exceed the lesser of (i) the Letter of
Credit Sublimit and (ii) the excess of the Commitment over the aggregate
principal amount of the RC Loans and Swing Loans then outstanding.

                  3.1.4  Obligations Absolute. The Borrower's obligations
under this Section 3.1 (including any obligations to repay draws under Letters
of Credit issued hereunder) shall be absolute and unconditional under any and
all circumstances and irrespective of the occurrence of any Default or Event of
Default or any condition precedent whatsoever or any setoff, counterclaim or
defense to payment that the Borrower may have or have had against the Issuing
Bank, the Administrative Agent, any Lender or any beneficiary of a Letter of
Credit. The Borrower further agrees that the Issuing Bank, the Administrative
Agent and the Lenders shall not be responsible for, and the Borrower's
reimbursement obligations shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even if
such documents should in fact prove to be in any or all respects invalid,
fraudulent or forged, or any dispute between or among the Borrower, the
beneficiary of any Letter of Credit or any financial institution or other party
to which any Letter of Credit may be transferred or any claims or defenses
whatsoever of the Borrower against the beneficiary of any Letter of Credit or
any such transferee. The Issuing Bank, the Administrative Agent and the Lenders
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit. Any action taken or
omitted by the Issuing Bank under or in connection with each Letter of Credit
and the related drafts and documents shall be binding upon the Borrower and
shall not result in any liability on the part of the Issuing Bank.
Notwithstanding anything to the contrary set forth in this Subsection 3.1.4, the
Borrower shall not have any obligations to indemnify the Issuing Bank, the
Administrative Agent or any Lender in respect of any liability resulting from
any such Person's gross negligence or willful misconduct.

                                      -45-
<PAGE>

                  3.1.5  Reliance by Issuing Bank. The Issuing Bank shall be
entitled to rely, and shall be fully protected in relying upon, any Letter of
Credit, draft, writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message, statement,
order or other document believed by it to be genuine and correct and believed by
it to have been signed, sent or made by the proper Person(s) and upon advice and
statements of legal counsel, independent accountants and other experts selected
by the Issuing Bank and the Administrative Agent.

                  3.1.6  Fees. The Borrower shall pay to the Administrative
Agent for the account of the Lenders a fee equal to the product of (a) the
Applicable Margin for RC Loans bearing interest at a rate based on Adjusted
LIBOR multiplied by (b) the face amount of each outstanding Letter of Credit (to
the extent such face amount is undrawn) (the "Letter of Credit Fees"). In
addition, the Borrower shall pay to the Issuing Bank, for its own account, a
fronting fee equal to 0.125% per annum of the face amount of all outstanding
Letters of Credit (to the extent such face amount is undrawn) (a "Fronting
Fee"). All Letter of Credit Fees shall be payable quarterly in arrears on each
Quarterly Payment Date based on the number of days that a Letter of Credit is
outstanding during such quarter (calculated on the basis of a 360-day year). All
Fronting Fees shall be payable at the time of issuance and any extension. The
Borrower shall also pay to the Issuing Bank all of the Issuing Bank's standard
fees and charges for the opening, amendment, modification, presentation or
cancellation of a Letter of Credit and otherwise in respect of a Letter of
Credit and shall execute all of the Issuing Bank's standard agreements in
connection with the issuance of the Letter of Credit.

                  3.1.7    Participation by Lenders.

                           (a)  Effective immediately upon the issuance of
each Letter of Credit and without further action on the part of the Issuing
Bank, the Issuing Bank shall be deemed to have granted to each Lender, and each
Lender shall be deemed to have irrevocably purchased and received from the
Issuing Bank, without recourse or warranty, an undivided interest and
participation in such Letter of Credit to the extent of each Lender's percentage
of the Commitment. Further, each Lender acknowledges and agrees that it shall be
absolutely liable, to the extent of its percentage of the Commitment, to fund on
demand or reimburse the Issuing Bank on demand for the amount of each draft paid
by the Issuing Bank under each Letter of Credit to the extent that such amount
is not immediately reimbursed by the Borrower.

                           (b)  In furtherance of the provisions of the
preceding paragraph (a), the Issuing Bank shall notify the Administrative Agent
promptly upon receipt of notice of an intended draw under a Letter of Credit.
The Administrative Agent shall give written, telecopied or telegraphic notice to
each of the other Lenders of its pro rata share of such draw and the scheduled
date thereof. After receipt of such notice, and whether or not an Event of
Default or Default then exists and whether or not there shall then be any
Available Commitment, each Lender shall make available to the Administrative
Agent such Lender's share of such draw in immediately available funds (in
Dollars) to the Administrative Agent no later than 12:00 noon (New York, NY
time) on the date specified in the Administrative Agent's notice. The failure of
the Issuing Bank or the Administrative Agent to give timely notice pursuant to
this Subsection 3.1.7 shall not affect the right of the Issuing Bank to
reimbursement from the Lenders. Any amount paid by Administrative Agent and
Lenders pursuant to a draw made under a Letter of Credit shall constitute an RC
Loan and shall be repaid pursuant to the provisions respecting RC Loans,
provided that if an Event of Default or Default exists at the time of a draw,
the Borrower shall immediately reimburse the amount of such draw to the
Administrative Agent for the benefit of the Lenders.

                                      -46-
<PAGE>

                  3.1.8  Standard of Conduct. The Issuing Bank shall be
entitled to administer each Letter of Credit in the ordinary course of business
and in accordance with its usual practices, modified from time to time as it
deems appropriate under the circumstances, and shall be entitled to use its
discretion in taking or refraining from taking any action in connection herewith
as if it were the sole party involved. Any action taken or omitted to be taken
by the Issuing Bank under or in connection with any Letter of Credit shall not
create for the Issuing Bank any resulting liability to any other Lender.

                  3.1.9  Cash Collateral Account. In the event that (a) the
excess of (i) the amount of the Commitment over (ii) the aggregate principal
amount of RC Loans and Swing Loans then outstanding is less than (b) the
aggregate undrawn and unexpired face amount of any outstanding Letters of Credit
(to the extent such face amount is undrawn) and the aggregate amount of any
Unreimbursed Drawings for any reason (whether because the Commitment has been
reduced or terminated or otherwise), the Borrower shall forthwith pay to the
Administrative Agent an amount equal to the excess of the amount described in
clause (b) above over the amount described in clause (a) above. Such amount
shall be applied first, against any Unreimbursed Drawings and second, against
the unpaid principal amount of any RC Loans then outstanding, and the remainder
shall be maintained by the Administrative Agent in an interest bearing cash
collateral account in the name of and for the benefit of the Administrative
Agent and the Lenders to secure the repayment of Borrower's obligation to
reimburse the Lenders for drafts drawn or that may be drawn under outstanding
Letters of Credit until the earlier of (1) such time as all outstanding Letters
of Credit have expired or been cancelled and (2) the excess of the amount
described in clause -(b) above over the amount described in clause (a) above no
longer exists.

                  3.1.10 Obligations Secured. The obligations of the Borrower to
the Issuing Bank, the Administrative Agent and the Lenders in respect of Letters
of Credit shall be guaranteed pursuant to the Loan Documents and shall be
secured by the Collateral.


                                    ARTICLE 4
                           CONDITIONS TO FUNDINGS AND
                          ISSUANCE OF LETTERS OF CREDIT

            4.1   Conditions to Initial Funding.

                  Except as set forth in the Post-Closing Letter, the obligation
of the Lenders to make the initial Loans or the Issuing Bank to issue the
initial Letters of Credit pursuant to this Agreement shall be subject to the
fulfillment, to the satisfaction of the Administrative Agent, the Lenders and
Issuing Bank (unless otherwise specified), of the following conditions on or
before May 22, 2007 (the date of such fulfillment being the "Closing Date").

                                      -47-
<PAGE>

                  4.1.1  Execution of this Agreement. This Agreement shall
have been duly executed by the Borrower, each Lender, the Issuing Bank and the
Administrative Agent.

                  4.1.2  Notes. The Borrower shall have delivered duly
executed Notes to each of the Lenders that requests a Note.

                  4.1.3  Security Agreement. Parent, Holdings, the Borrower
and each Subsidiary Guarantor, shall have executed and delivered to the
Administrative Agent a Security Agreement (as amended, modified or supplemented
from time to time in accordance with the terms hereof and thereof, the "Security
Agreement") in substantially the form attached to this Agreement as Exhibit D,
together with (a) such Uniform Commercial Code financing statements as are
necessary to perfect the security interests created by such Security Agreement,
(b) landlord waivers for the Borrower's Clarence, New York locations and such
other landlord waivers and bailee waivers as the Administrative Agent shall
request, and (c) a power of attorney duly executed by each such Loan Party in
substantially the form attached as Annex B to the Security Agreement.

                  4.1.4    Guaranty and Suretyship Agreement.

                           (a)  Each Subsidiary Guarantor shall have
executed and delivered to the Administrative Agent a Guaranty and Suretyship
Agreement (as amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof, the "Subsidiary Suretyship Agreement") in
substantially the form attached to this Agreement as Exhibit E-1.

                           (b)  Parent and Holdings shall have executed
and delivered to the Administrative Agent a Guaranty and Suretyship Agreement
(as amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof, the "Parent Suretyship Agreement") in substantially
the form attached to this Agreement as Exhibit E-2.

                  4.1.5  Pledge Agreements. Each Loan Party shall have
executed and delivered to the Administrative Agent a Pledge Agreement (as
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof, the "Pledge Agreement") in substantially the form attached
to this Agreement as Exhibit F, together with the stock and other certificates,
assignment powers (duly executed in blank and undated) and financing statements
required thereunder.

                  4.1.6  Control Agreements. The Borrower shall have
delivered to the Administrative Agent a control agreement, in form and substance
satisfactory to the Administrative Agent (each such agreement, as amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof, a "Control Agreement"), duly executed by the applicable securities
intermediary and applicable Loan Party for each brokerage account included in
the Collateral, including, without limitation, Parent's accounts with Lehman
Brothers and UBS.

                                      -48-
<PAGE>

                  4.1.7  Intellectual Property Collateral Agreement. Each
Loan Party that owns any Intellectual Property registered at the United States
Patent and Trademark Office or United States Copyright Office shall have
executed and delivered to the Administrative Agent such agreements (each as
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof, an "Intellectual Property Collateral Agreement"), in form
and substance satisfactory to the Administrative Agent, together with such other
notices for recording in the United States Patent and Trademark Office or the
United States Copyright Office and such Uniform Commercial Code financing
statements as are necessary or advisable to perfect and maintain the security
interests reflected therein.

                  4.1.8  Lien Searches. The Borrower shall have delivered to
the Administrative Agent Uniform Commercial Code, tax and judgment lien searches
of a recent date, in such offices as are acceptable to the Administrative Agent,
together with United States Patent and Trademark Office and United States
Copyright Office searches of a recent date, in each case, with respect to the
Borrower and each of its Subsidiaries, showing no Liens except Permitted Liens.

                  4.1.9  Evidence of Insurance. The Administrative Agent
shall have received evidence of the insurance required by Section 8.14
(Insurance), together with the Lender loss payable and/or additional insured
clauses and endorsements required thereby.

                  4.1.10 Repayment of Existing Indebtedness. All Indebtedness of
Borrower and its Subsidiaries other than Indebtedness permitted under Subsection
8.1.1 (In General) (the "Predecessor Indebtedness") shall have been repaid in
full concurrently with the initial advances under this Agreement. In addition,
each Person to which any Predecessor Indebtedness is owed shall have terminated
all commitments in respect of its respective Predecessor Indebtedness and shall
have prepared and executed and/or filed (or agreed to file concurrent with the
receipt of payment in full of its respective Predecessor Indebtedness) releases
and terminations of all liens and cancellations of all guarantees or other
collateral security instruments and agreements provided in connection therewith,
in form and substance satisfactory to the Administrative Agent.

                  4.1.11 Payment of Fees and Costs. The Borrower shall have paid
all of the fees required to be paid to the Administrative Agent and the other
Lenders on the Closing Date and all other fees, costs, expenses and other
amounts due and payable under this Agreement and the other documents
contemplated herein, including, without limitation, the fees and expenses of
counsel for the Administrative Agent in connection with the negotiation,
preparation, execution, and delivery of this Agreement and the other documents
contemplated herein.

                  4.1.12   Financial Statements; Projections.

                           (a)  The Lenders shall have received an audited
Consolidated balance sheet, a statement of income and changes in retained
earnings and a statement of cash flows of Parent, Holdings, the Borrower and its
Subsidiaries for the fiscal years ended December 31, 2006, 2005 and 2004,
certified (without qualification or exception) by Deloitte & Touche LLP or other
nationally recognized independent public accountants selected by the Borrower
and acceptable to the Administrative Agent, all in form and substance
satisfactory to the Administrative Agent.

                           (b)  The Lenders shall have received a
Consolidated balance sheet, statement of income and changes in retained earnings
and statement of cash flows for Parent, Holdings, the Borrower and its
Subsidiaries for the quarters ending June 30, 2006, September 30, 2006 and
December 31, 2006,(1) certified (subject to normal year-end audit adjustments)
by a Financial Officer of the Borrower as (i) having been prepared in accordance
with GAAP and (ii) presenting fairly the financial position and results of
operations of Parent, Holdings, the Borrower and such Subsidiaries as at the end
of such quarters.
-------------------------------
(1) If available, financial statements as of March 31, 2007 shall be delivered.


                                      -49-
<PAGE>

                           (c)  The Lenders shall have received a balance
sheet of Greatbatch Technologies de Mexico, S. de C. V. ("Greatbatch Mexico") as
of a recent date, certified by a Financial Officer of the Borrower as (i) having
been prepared in accordance with generally accepted accounting principles in
Mexico and (ii) presenting fairly the financial position and results of
operation of Greatbatch Mexico.

                           (d)  The Lenders shall have received a final
set of operating projections for Parent, Holdings, the Borrower and its
Subsidiaries, dated no more than 120 days prior to the Closing Date, for the
period beginning on or before the Closing Date and ending on the third
anniversary of the date hereof, which shall be in reasonable detail, shall be
based on the closing capital structure of Parent, Holdings, the Borrower and its
Subsidiaries, shall reflect the consummation of the transactions contemplated by
this Agreement and shall be in form and substance satisfactory to the
Administrative Agent.

                  4.1.13 Corporate Proceedings. All corporate, partnership and
other legal proceedings and all instruments in connection with the transactions
contemplated by this Agreement and other Loan Documents (including, without
limitation, certified Organizational Documents, resolutions and incumbency
certificates of each of the Loan Parties) shall be satisfactory in form and
substance to the Administrative Agent and its counsel, and the Administrative
Agent and its counsel shall have received all information and copies of all
documents and records of all corporate and partnership proceedings which the
Administrative Agent or its counsel has requested, such documents where
appropriate to be certified by proper corporate, partnership, governmental or
other authorities.

                  4.1.14 Consents and Approvals. All corporate, governmental and
judicial consents, approvals and waivers and other third party consents,
approvals and waivers necessary in connection with this Agreement and the Loans
or other related transactions, shall have been obtained and, if applicable,
become final and nonappealable, and shall remain in full force and effect,
without the imposition of any conditions that are not acceptable to the Lenders.

                                      -50-
<PAGE>

                  4.1.15   Material Adverse Change; Compliance with Law.

                           (a)  No Material Adverse Change shall have
occurred since December 31, 2006.

                           (b)  No event shall have occurred or be
threatened and no facts or circumstances shall exist, including, without
limitation, any action, suit, investigation, litigation or proceeding pending or
threatened in a court or before any arbitrator or governmental instrumentality,
that could result in a Material Adverse Change.

                           (c)  The Borrower and its Subsidiaries shall be
in substantial compliance with all Laws, including, without limitation,
Environmental Laws.

                           (d)  No material adverse change shall have
occurred in any of the facts or information given to the Administrative Agent
regarding Parent or any of its Subsidiaries.

                  4.1.16 Opinions of Counsel. The Administrative Agent shall
have received a favorable opinion of counsel as to the transactions contemplated
hereby addressed to the Administrative Agent, the Issuing Bank and the Lenders
and dated as of the Closing Date, in form and content satisfactory to the
Administrative Agent, the Issuing Bank and the Lenders from Hodgson Russ LLP,
counsel to the Borrower, its Subsidiaries and the other Loan Parties.

                  4.1.17 Officer's Compliance Certificate. There shall have been
delivered to each Lender an Officer's Compliance Certificate, dated as of the
Closing Date, demonstrating pro forma compliance with the financial covenants
set forth in Article 7 (Financial Covenants) and certifying as to the truth of
the representations and warranties contained in this Agreement or otherwise made
in writing in connection herewith and the absence of any Default and Event of
Default as of such date.

                  4.1.18 Good Standing. The Administrative Agent shall have
received (a) good standing certificates of a recent date for each of Parent,
Holdings, the Borrower and its Subsidiaries, evidencing its good standing under
the Laws of the state of its incorporation or formation and (b) good standing
certificates of a recent date for each of Parent, Holdings, the Borrower and its
Subsidiaries, evidencing its good standing under the Laws of the states in which
it is qualified to do business.

                  4.1.19 Form U-1. The Administrative Agent shall have received
from Borrower a Form U-1, which shall be executed by the Borrower and evidence
compliance with Regulation U of the Board of Governors of the Federal Reserve
System.

                  4.1.20 Other Requirements. The Administrative Agent shall have
received such additional information and material as the Administrative Agent or
any Lender may reasonably request.

                                      -51-
<PAGE>

            4.2   Requirements for Each Loan/Letter of Credit.

                  The Lenders shall not be required to make any Loans to the
Borrower (including, without limitation, the initial Loan) and the Issuing Bank
shall not be required to issue any Letters of Credit (including, without
limitation, the initial Letter of Credit) unless each of the following
conditions are satisfied.

                  4.2.1  No Default. There shall not, either prior to or
after giving effect to each such funding or Letter of Credit, exist a Default or
Event of Default.

                  4.2.2  Borrowing Notice/Request for Letter of Credit. The
Administrative Agent shall have timely received a borrowing notice pursuant to
Section 2.3 (Borrowing Notice) or the Issuing Bank shall have received a timely
request for a Letter of Credit pursuant to Subsection 3.1.1 (Commitment to Issue
Letters of Credit) and all accompanying documentation required thereby.

                  4.2.3  Representations and Warranties. Each of the
representations and warranties of the Borrower and the other Loan Parties made
in the Loan Documents shall be true and correct in all respects (or in all
material respects if any such representation or warranty is not by its terms
already qualified as to materiality) as of the date of each such Loan or Letter
of Credit (both immediately prior to and after giving effect to such Loan or
Letter of Credit) as if made on and as of such date.

                  4.2.4  Method of Certifying Certain Conditions. The
request for, and acceptance of, each Loan and each Letter of Credit by the
Borrower shall be deemed a representation and warranty by the Borrower that the
conditions specified in Subsections 4.2.1 (No Default) and 4.2.3
(Representations and Warranties) have been satisfied.

                                    ARTICLE 5

                         REPRESENTATIONS AND WARRANTIES

                  In order to induce the Issuing Bank and the Lenders to enter
into this Agreement and to make the Loans and other extensions of credit
contemplated by this Agreement, the Borrower hereby makes the following
representations and warranties (which are unaffected by any investigation of the
Administrative Agent, the Issuing Bank or any Lender):

            5.1   Status.

                  5.1.1  Organization and Qualification. Each of Parent,
Holdings, the Borrower and its Subsidiaries is a duly organized and validly
existing corporation, partnership or limited liability company, as applicable,
under the Laws of the respective jurisdictions indicated on Schedule 5.1.1 and
each is in good standing under the Laws of its jurisdiction of incorporation or
formation, as the case may be. Each such Person has perpetual existence and has
the corporate, partnership or limited liability company, as applicable, power
and authority to own its property and assets and to transact the business in
which it is engaged or presently proposes to engage. None of such Persons has
failed to qualify to do business in any state or jurisdiction where the failure
to so qualify could result in a Material Adverse Change. As of the Closing Date,
such Persons are qualified to do business as a foreign corporation, partnership,
or limited liability company, as applicable, in the states in the United States,
if applicable, listed on Schedule 5.1.1.

                                      -52-
<PAGE>

                  5.1.2  Capitalization. All of the issued and outstanding
shares of Capital Stock of the Borrower are owned by Holdings and all of the
issued and outstanding shares of Capital Stock of Holdings are owned by Parent.
The Borrower does not have any Subsidiaries and does not presently operate all
or any portion of its business through any other Persons, other than as
disclosed on Schedule 5.1.2. Schedule 5.1.2 also correctly lists as to Holdings,
the Borrower, each of its Subsidiaries and (other than with respect to clause
(c) below) Parent on the Closing Date:

                           (a)  its name;

                           (b)  the classes of Capital Stock issued by
Parent, Holdings, the Borrower and each of its Subsidiaries and the principal
characteristics of each such class; and

                           (c)  the names of each of the equity holders
and the number and percentage of the issued and outstanding shares or other
equity interests of each class (and certificate numbers by which such shares or
other equity interests are designated, if applicable) owned by each of such
holders.

                  All the outstanding shares of Capital Stock of Holdings, the
Borrower and each of its Subsidiaries are validly issued, fully paid and
nonassessable, and all such shares and other equity interests indicated on
Schedule 5.1.2 as owned by Holdings, the Borrower or the Persons indicated on
Schedule 5.1.2 are so owned beneficially and of record by such Person, free and
clear of any Lien, except for Liens created pursuant to the Loan Documents.
Schedule 5.1.2 also correctly lists as to Holdings, the Borrower and each of its
Subsidiaries any options, warrants or other securities issued by Holdings, the
Borrower or any Subsidiary of the Borrower and the identity of each holder of
any such option, warrant or other security. Except as set forth on Schedule
5.1.2, there are no preemptive rights, offers, options, rights, agreements or
commitments of any kind (contingent or otherwise) relating to the issuance,
conversion, registration, voting, sale or transfer of any equity interests or
other securities of Holdings, the Borrower or any of its Subsidiaries
(including, without limitation, the Capital Stock of the Borrower or any of its
Subsidiaries) or obligating the Borrower, any of its Subsidiaries or any other
Person to purchase or redeem any such equity interests or other securities
pursuant to the Organizational Documents or any agreement or other instrument to
which Holdings, the Borrower or any of its Subsidiaries is a party or by which
any of them may be bound.

                  5.1.3  Stock Ownership. Schedule 5.1.3 lists all of the
Margin Stock owned or held by or on behalf of each of Parent, Holdings, the
Borrower and its Subsidiaries as of the date of this Agreement and the
approximate value thereof.

            5.2   Power and Authority; Enforceability.

                  Each Loan Party has the corporate, partnership or other
similar power to execute, deliver and carry out the terms and provisions of the
Loan Documents to which it is a party, and each such Person has taken all
necessary corporate, partnership or other similar action (including, without
limitation, any consent of stockholders or partners required by Law or by their
respective Organizational Documents) to authorize the execution, delivery and
performance of the Loan Documents to which it is a party. The Loan Documents,
when executed and delivered by each Loan Party which is a party thereto,
constitute or will constitute the authorized, valid and legally binding
obligations of such Person enforceable in accordance with their respective
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium or other similar Laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

                                      -53-
<PAGE>

            5.3   No Violation of Agreements; Absence of Conflicts.

                  The execution and delivery of the Loan Documents, the
consummation of the transactions contemplated by the Loan Documents and
compliance with the terms and provisions of the Loan Documents, will not:

                           (a)  require any consent or approval,
governmental or otherwise, not already obtained;

                           (b)  violate any Law or judgment respecting
Parent, Holdings, the Borrower or any of its Subsidiaries;

                           (c)  conflict with, result in a breach of, or
constitute a default under, the Organizational Documents of any Loan Party or
Subsidiary thereof, or under any indenture, agreement, license or other
instrument to which a Loan Party or any of its Subsidiaries is a party or by
which any of them or their respective properties may be bound; or

                           (d)  result in, or require the creation or
imposition of, any Lien upon or with respect to any property now owned or
hereafter acquired by a Loan Party or any of its Subsidiaries.

            5.4   Recording, Enforceability and Consent.

                  Assuming the due recording of the UCC-1 financing statements
and the Intellectual Property Collateral Agreements delivered in connection
herewith, no consent, approval or authorization of any Person, or recording,
filing, registration, notice or other similar action with or to any Person, is
required in order to insure the legality, validity, binding effect or
enforceability of any of the Loan Documents as against all Persons, except such
consents, approvals, authorizations and actions as are identified on Schedule
5.4 hereto, all of which have been obtained and remain in effect. No consent,
approval or authorization of any Person that has not been obtained is required
for the continued conduct by Parent, Holdings, the Borrower or any of its
Subsidiaries of their respective businesses as presently conducted or as
presently proposed to be conducted.

            5.5   Lines of Business.

                  The Borrower and its Subsidiaries are engaged only in
Permitted Businesses. Neither Parent nor Holdings engage in any business
activities other than (a) in the case of Parent, (i) owning 100% of the
outstanding Capital Stock of Holdings and (ii) activities directly related to
legal requirements of public companies; (b) in the case of Holdings, owning 100%
of the outstanding Capital Stock of the Borrower and owning 1.0% of the
outstanding Capital Stock of Greatbatch Mexico and (c) in the case of Parent and
Holdings, engaging in activities directly related to the foregoing.
Notwithstanding the foregoing, until such time as the Parent and Holdings
transfer their ownership interest in certain securities held by them on the
Closing Date, which transfer must occur as soon as practicable, but in any event
no later than the date that is six (6) months after the Closing Date, Parent
and/or Holdings may hold those securities held by them on the Closing Date so
long as such securities are subject to a first priority perfected Lien in favor
of the Administrative Agent pursuant to the Loan Documents, and provided
further, until such time as Parent assigns all of its right, title and interest
in and to the agreements to which Parent is a party as identified on Schedule
5.8 hereto, which assignment shall be made as soon as practicable, but in any
event no later than the time specified in the Post-Closing Letter, Parent may be
a party to such agreements.

                                      -54-
<PAGE>

            5.6   Security Interest in Collateral.

         The Borrower has delivered, or caused to be delivered, to the
Administrative Agent all UCC-1 financing statements in recordable form that may
be necessary to perfect the security interests granted pursuant to the Loan
Documents to the extent that such security interests may be perfected by filing.
The Borrower has delivered, or caused to be delivered, to the Administrative
Agent all instruments, documents, certificates and investment property necessary
to perfect the security interests granted pursuant to the Loan Documents, to the
extent such security interests may be perfected by delivery. Upon the filing of
such UCC-1 financing statements in the offices specified thereon and the
recordation of the Intellectual Property Collateral Agreements in the United
States Copyright Office, no further action, including, without limitation, any
filing or recording of any document or the obtaining of any consent, is
necessary in order to establish, perfect and maintain the Administrative Agent's
first priority security interests (subject to Permitted Perfection Limitations)
in the equity of Holdings, the Borrower, the U.S. Subsidiaries of the Borrower
and sixty six percent (66%) of the First-Tier Foreign Subsidiaries of the
Borrower, and in the personal property (including fixtures and Intellectual
Property) of each Loan Party other than Excluded Assets (for the benefit of the
Secured Parties), except for the periodic filing of continuation statements with
respect to such UCC-1 financing statements.

            5.7   Litigation; Compliance with Laws; OFAC Requirements.

                           (a)  There are no claims, actions, suits,
protests, reconsiderations or proceedings (collectively, "litigation") pending,
or to the knowledge of the Borrower or any of its Subsidiaries, threatened,
against or affecting Parent, Holdings, the Borrower, any of its shareholders
(including, without limitation, Holdings), or any of its Subsidiaries or their
respective equity holders before any court or Governmental Agency or arbitral
tribunal which could reasonably be expected to result in a Material Adverse
Change or which allege the invalidity of or dispute any terms of the Loan
Documents and, to the knowledge of the Borrower and its Subsidiaries, there is
no basis for any of the foregoing. Schedule 5.7 lists all litigation as of the
Closing Date in which the amount in controversy exceeds $250,000 or which could
result in a Material Adverse Change.

                           (b)  Parent, Holdings, the Borrower and each of
its Subsidiaries are in compliance in all material respects with all Laws,
including all Environmental Laws and all applicable Food and Drug Administration
rules and regulations.

                                      -55-
<PAGE>

                           (c)  None of the Borrower, any Guarantor or any
Affiliate of the Borrower or any Guarantor is a Sanctioned Person. No proceeds
of any Loan will be used, and none have been used, to fund any operations in,
finance any investment or activities in or make any payments to, a Sanctioned
Person or a Sanctioned Country.

            5.8   No Burdensome Agreements; Material Agreements.

                  Neither Parent, Holdings, the Borrower nor any of its
Subsidiaries is a party to any agreement or instrument or subject to any
corporate or other restrictions that, assuming compliance by such Persons with
the terms of such agreements or instruments, could result in a Material Adverse
Change. Parent, Holdings, the Borrower and its Subsidiaries have such good and
enforceable agreements with third parties as are necessary to conduct their
respective businesses as presently conducted or as contemplated to be conducted.
The material agreements of the Company as of the Closing Date are listed on
Schedule 5.8 hereto.

            5.9   Condition of Property.

                  The properties, equipment and systems of the Borrower and its
Subsidiaries are in good repair, working order and operating condition,
reasonable wear and tear excepted, and are and will be in compliance in all
material respects with all standards or rules imposed by any Governmental
Authority. Parent and Holdings have no tangible assets.

            5.10  Licenses; Intellectual Property.

                  Parent, Holdings, the Borrower and each of its Subsidiaries
owns or is the licensee of all patents, trademarks, service marks, trade names,
trade dress, trade secrets, domain names, copyrights, franchises, licenses and
authorizations, governmental or otherwise, and all other rights, priorities or
privileges relating to Intellectual Property necessary for the conduct of their
respective businesses as presently conducted, without any known material
conflict with the rights of any other Person. No settlement agreements,
consents, licenses, judgments, orders, forbearance to sue or similar obligations
limit or restrict Parent's, Holdings', the Borrower's or any of its
Subsidiaries' rights in and to such patents, trademarks, service marks, trade
names, trade dress, trade secrets, domain names, copyrights, franchises,
licenses and authorizations, or such other rights, priorities or privileges
relating to Intellectual Property. No claim or proceeding, or to the knowledge
of the Borrower, threat of claim or proceeding, has been asserted by any Person
against Parent, Holdings, the Borrower or any of its Subsidiaries relating to
the use, right to use or ownership of any Intellectual Property used or
presently proposed to be used in the conduct of their respective businesses, or
challenging or questioning the validity or effectiveness of any Intellectual
Property used or presently proposed to be used in the conduct of their
respective businesses. Parent, Holdings, the Borrower and its Subsidiaries have
taken all commercially reasonable steps to maintain the confidentiality of their
trade secrets and, to the Borrower's knowledge, there has been no
misappropriation of any of such trade secrets by any Person. Schedule 5.10
attached hereto correctly lists, as of the Closing Date, all patents,
trademarks, service marks, trade names, trade dress, copyrights and material
governmental licenses, authorizations and similar rights, of the Borrower and
the Guarantors. All material copyrights are registered with the United States
Copyright Office.

                                      -56-
<PAGE>

            5.11  Title to Properties; Liens.

                  Parent, Holdings, the Borrower and each of its Subsidiaries
has good and marketable title to its properties and assets, including the
properties and assets reflected in the financial statements referred to in
Subsection 5.13.1 (Financial Statements) (except properties and assets disposed
of since the date thereof in accordance with Subsection 8.7.2 (Sales and Other
Dispositions)), and none of such properties or assets is subject to any Liens
except Permitted Liens. The Borrower and each of its Subsidiaries enjoys
peaceful and undisturbed possession under all leases necessary in any material
respect for the operation of such properties and assets, and all such leases are
valid and subsisting and in full force and effect. Borrower and each of its
Subsidiaries has obtained all material easements and material equipment rental
or other material agreements necessary for the operation of its business as now
conducted or presently proposed to be conducted.

            5.12  Management Agreements.

                  Neither Parent, Holdings, the Borrower nor any of its
Subsidiaries is a party to any management, employment, consulting or other
similar agreement or arrangement (whether oral or written) respecting the
management of their respective businesses except for usual and customary
employment agreements.

            5.13  Financial Statements and Projections.

                  5.13.1 Financial Statements. Each of the financial statements
delivered pursuant to Subsections 4.1.12 (Financial Statements; Projections),
6.1.1 (Delivery of Quarterly Financial Statements), and 6.1.2 (Delivery of
Annual Financial Statements; Accountants' Certification) have been prepared in
accordance with GAAP applied on a consistent basis throughout the period
specified and present fairly in all material respects the financial position of
Parent, Holdings, the Borrower and its Subsidiaries as of the date specified and
the results of operations and statements of cash flow for the period specified
subject, in the case of quarterly financial statements delivered pursuant to
Subsection 4.1.12 (Financial Statements; Projections) or Subsection 6.1.1
(Delivery of Quarterly Financial Statements), to usual year-end adjustments and
the absence of footnotes.

                  5.13.2 Undisclosed Liabilities. Neither Parent, Holdings, the
Borrower nor any of its Subsidiaries has any material liabilities, contingent or
otherwise, other than as disclosed in the financial statements referred to in
Subsection 5.13.1 (Financial Statements) and there are not now and not
anticipated any material unrealized losses of Parent, Holdings, the Borrower or
any of its Subsidiaries.

                  5.13.3 Absence of Material Adverse Change. Since the date of
the financial statements delivered pursuant to Subsection 4.1.12 (Financial
Statements; Projections), there has been no event, circumstance, condition or
development that has resulted in, or could result in, a Material Adverse Change.

                  5.13.4 Projections. The operating projections submitted on
behalf of the Borrower to the Lenders pursuant to Subsection 4.1.12 (Financial
Statements; Projections) and Subsection 6.1.6 (Annual Budget) present to the
best of the Borrower's knowledge and belief based on the assumptions set forth
in such projections, the expected results of operations and sources and uses of
cash of Parent, Holdings, the Borrower and its Subsidiaries for the periods
covered by such projections.

                                      -57-
<PAGE>

            5.14  Tax Returns and Payments; Other Fees.

                           (a)  All tax returns, reports and statements
required by Law to be filed (including extensions) by or in respect of Parent,
Holdings, the Borrower and its Subsidiaries and their assets have been filed.
All taxes, assessments and other governmental charges levied upon Parent,
Holdings, the Borrower and its Subsidiaries and any of their respective
properties, assets, income or franchises that are due and payable have been
paid, other than those presently payable without penalty or interest and other
than any charge or claim being contested in good faith by appropriate
proceedings promptly initiated and diligently conducted and for which any
reserve or other appropriate provision, if any, as shall be required by GAAP has
been made therefor and, if the filing of a bond or other indemnity is necessary
to avoid the creation of a Lien against any of the assets of the Borrower or any
of its Subsidiaries, such bond has been filed or indemnity posted.

                           (b)  Parent, Holdings, the Borrower and each of
its Subsidiaries has paid all franchise, license and other fees and charges that
have become due pursuant to any franchise or permit in respect of its business
and has made appropriate provision as is required by GAAP for any such fees and
charges which have accrued.

            5.15  Fiscal Year.

                  The fiscal year of Parent, Holdings, the Borrower and each of
its Subsidiaries ends on the Friday closest to December 31.

            5.16  Federal Reserve Regulations.

                  None of the Loan Parties is engaged principally or as one of
its important activities in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock in violation of any applicable Laws.
None of the proceeds of any of the Loans shall be used to purchase or carry, or
to reduce or retire or refinance any credit incurred to purchase or carry any
Margin Stock, or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock in violation of any applicable Laws. None of the Loan
Parties, nor any bank acting on any of its behalf, has taken or will take any
action which might cause this Agreement or the Notes to violate Regulation T, U
or X or any other regulation of the Board of Governors of the Federal Reserve
System, as now or hereafter in effect.

            5.17  Investment Company Act.

                  None of the Loan Parties is an "investment company," or a
company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended.

                                      -58-
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            5.18  Foreign Assets Control Regulations, Etc.

                  Neither the making of the Loans hereunder or the use of
proceeds thereof will violate the Trading with the Enemy Act, as amended, or any
of the foreign assets control regulations of the United States Treasury
Department or any enabling legislation or executive order relating thereto. No
Loan Party or, to the Knowledge of any Loan Party, any of its Affiliates is a
Person described or designated in the Specially Designation Nationals and
Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of
the Anti-Terrorism Order ("Designated Person"). No Loan Party engages in any
dealings or transactions with any such Designated Person. Each Loan Party is in
compliance, in all material respects, with the USA Patriot Act (Title III of
Pub.L. 107-56 (signed into law October 26, 2001)).

            5.19  Compliance with ERISA.

                  5.19.1 Plans. None of Parent, Holdings, the Borrower, any of
its Subsidiaries nor any ERISA Affiliate maintains or contributes to any
Employee Pension Plan or Multiemployer Plan, except as disclosed on Schedule
5.19 attached hereto. The Borrower has furnished to the Administrative Agent a
copy of the most recent actuarial report for each Employee Pension Plan that is
a defined benefit plan as defined in Section 3(35) of ERISA, that is subject to
the minimum funding standards of Part 3 of Subtitle B of Title I of ERISA, and
for any Plan that is a funded employee welfare benefit plan, and each such
report is accurate in all material respects.

                  5.19.2 Favorable Determination Letters. Each Plan, which is
intended to be qualified within the meaning of Section 401(a) of the Code, has
received a favorable determination letter from the Internal Revenue Service with
respect to all plan document qualification requirements for which the remedial
amendment period under Section 401(b) of the Code has closed, any plan document
amendments required by such determination letter were made as and when required
by such determination letter, and nothing has occurred, whether by action or
failure to act, since the date of such letter which would prevent any such plan
from remaining so qualified.

                  5.19.3 Compliance. Each Plan has been operated in all material
respects in compliance with the requirements of the Code and ERISA and the terms
of each Plan.

                  5.19.4 Absence of Certain Conditions. Except as specifically
disclosed on Schedule 5.19: (a) there has been no transaction in connection with
which Parent, Holdings, the Borrower, its Subsidiaries or their respective ERISA
Affiliates could be subject to either a material civil penalty assessed pursuant
to Section 502(i) of ERISA or a material tax penalty imposed pursuant to Section
4975 of the Code; (b) there is no Accumulated Funding Deficiency with respect to
any Employee Pension Plan, whether or not waived, or an unfulfilled obligation
to contribute to any Multiemployer Plan; (c) no liability to the PBGC has been
or is reasonably expected to be incurred with respect to any Employee Pension
Plan except for required premium payments to the PBGC; (d) there has been (i) no
Reportable Event with respect to any Employee Pension Plan, and (ii) no event or
condition which presents a material risk of termination of any Employee Pension
Plan by the PBGC, in either case involving conditions which could result in any
liability to the PBGC; (e) none of Parent, Holdings, the Borrower, its
Subsidiaries or any ERISA Affiliate (i) has incurred or reasonably expects to
incur Withdrawal Liability with respect to any Multiemployer Plan, (ii) has
received any notification that a Multiemployer Plan is in Reorganization, or
(iii) reasonably expects any Multiemployer Plan to be in Reorganization; (f)
there is no material liability, and no circumstances exist pursuant to which any
such material liability could reasonably be imposed on Parent, Holdings, the
Borrower, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B,
4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) there is no
Plan (that is an "employee welfare benefit plan," as defined in Section 3(1) of
ERISA) (i) providing for retiree health and/or life insurance or death benefits
or (ii) having unfunded liabilities; (h) none of Parent, Holdings, the Borrower,
any of its Subsidiaries or any ERISA Affiliate is subject to the Early Warning
Program of the PBGC (as described in PBGC Technical Update 00-3) or has been
contacted by the PBGC in connection with the PBGC's Early Warning Program; and
(i) there is no outstanding material liability attributable to any employee
pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV
of ERISA or any multiemployer plan (as defined in Section 3(37) of ERISA) which
was previously maintained by or to which contributions were made or required to
be made by Parent, Holdings, the Borrower, any of its Subsidiaries or any ERISA
Affiliate, or any entity that heretofore was an ERISA Affiliate.

                                      -59-
<PAGE>

                  5.19.5 Absence of Certain Liabilities. No liability (whether
or not such liability is being litigated) has been asserted against Parent,
Holdings, the Borrower, any of its Subsidiaries or any ERISA Affiliate in
connection with any Employee Pension Plan or any Multiemployer Plan by the PBGC
other than for required premium payments to the PBGC, by a trustee appointed
pursuant to Section 4042(b) or (c) of ERISA, or by a sponsor or an agent of a
sponsor of a Multiemployer Plan, and no lien has been attached and no Person has
threatened to attach a lien on any of the Borrower's, any of its Subsidiaries'
or any ERISA Affiliate's property as a result of failure to comply with ERISA or
as a result of the termination of any Plan.

            5.20  Accuracy and Completeness of Disclosure.

                  Neither this Agreement nor any other document, certificate or
instrument delivered to the Administrative Agent or the Lenders by or on behalf
of the Borrower or any other Loan Party in connection with this Agreement
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained in this Agreement and
in such other documents, certificates or instruments not misleading in light of
the circumstances under which such statements were made.

            5.21  Adequacy of Capital; Solvency.

                  The proceeds of the Loans, together with the proceeds of
Indebtedness permitted under Section 8.1 (Indebtedness) and the cash flow from
the operations of the Borrower and its Subsidiaries, will be sufficient to
enable the Borrower and its Subsidiaries to operate their respective businesses
as presently conducted or as presently proposed to be conducted. The Borrower
and each of its Subsidiaries is Solvent and will be Solvent after giving effect
to the transactions contemplated by this Agreement. Parent and Holdings have no
assets or liabilities other than, in the case of Parent, 100% of the outstanding
Capital Stock of Holdings, and, in the case of Holdings, 100% of the outstanding
Capital Stock of the Borrower and 1.0% of the outstanding Capital Stock of
Greatbatch Mexico, and, in each case, assets and liabilities directly related
thereto. Parent and Holdings have no liabilities except for (a) usual and
customary obligations related to their existence, (b) in the case of Parent, (i)
usual and customary obligations related to compliance with requirements for
public companies and the ownership of the Capital Stock of Holdings and (ii) the
2003 Debentures, the 2007 Debentures and any Permitted Debenture Refinancing,
and (c) in the case of Holdings, usual and customary obligations related to the
ownership of the Capital Stock of the Borrower and Greatbatch Mexico.

                                      -60-
<PAGE>

            5.22  Absence of Restrictive Provisions.

                  Other than the restrictions contained in this Agreement,
neither Parent, Holdings, the Borrower nor any of its Subsidiaries is subject or
party to any agreement, lien or encumbrance, Organizational Document, regulatory
or other provision (except for applicable statutory corporate Law) restricting,
directly or indirectly,

                           (a)  the payment of dividends or distributions
by a Subsidiary of the Borrower or the making of advances or other cash payments
by any Subsidiary of the Borrower, in each case to the Borrower or any of its
Subsidiaries; or

                           (b)  the ability of Parent, Holdings, the
Borrower or any of its Subsidiaries to create, incur, assume or permit to exist
any Lien on or with respect to any property or asset of Parent, Holdings, the
Borrower or any of its Subsidiaries.

            5.23  Environmental Compliance.

                           (a)  None of the real property currently or
previously owned or occupied by Parent, Holdings, the Borrower or any of its
Subsidiaries or their assets has ever been used by previous owners or operators,
or has ever been used by Parent, Holdings, the Borrower or any of its
Subsidiaries, to treat, produce, store, handle, transfer, process, transport,
dispose or otherwise Release any Hazardous Substances in violation of any
Environmental Law except, in the case of previous owners or operators, where
such violation could not reasonably be expected to result in any liability to
Parent, Holdings, the Borrower or its Subsidiaries, individually or in the
aggregate, in excess of an aggregate of Five Million Dollars ($5,000,000) over
the term of this Agreement.

                           (b)  There is no condition that exists on the
real property owned or occupied by Parent, Holdings, the Borrower or any of its
Subsidiaries that requires Remedial Action except where such Remedial Action
could not reasonably be expected to result in any cost or liability to Parent,
Holdings, the Borrower or its Subsidiaries, individually or in the aggregate, in
excess of an aggregate of Five Million Dollars ($5,000,000) over the term of
this Agreement.

                           (c)  Neither Parent, Holdings, the Borrower nor
any of its Subsidiaries has been notified of, or has actual knowledge of any
notification having been filed with regard to, a Release on or about or into any
real property now or previously owned or occupied by Parent, Holdings, the
Borrower or any of its Subsidiaries or their assets.

                           (d)  Neither Parent, Holdings, the Borrower nor
any of its Subsidiaries has received a summons, citation, notice of violation,
administrative order, directive, letter or other communication, written or oral,
from any Governmental Authority concerning any intentional or unintentional
action or omission related to the generation, storage, transportation, handling,
transfer, disposal or treatment of Hazardous Substances in violation of any
Environmental Law.

                                      -61-
<PAGE>

                           (e)  There are no "friable" (as that term is
defined in regulations under the Federal Clean Air Act) asbestos or
asbestos-containing materials which have not been encapsulated in accordance
with accepted guidelines promulgated by the United States Environmental
Protection Agency existing in any real property owned or occupied by Parent,
Holdings, the Borrower or any of its Subsidiaries.

                           (f)  No equipment containing polychlorinated
biphenyls, including electrical transformers, is located on any real property
owned or occupied by Parent, Holdings, the Borrower or any of its Subsidiaries
in levels that exceed those permitted by any and all Governmental Authorities
with jurisdiction over such premises and which are not properly labeled in
accordance with requisite standards.

                           (g)  Each of the tanks (if any) on any real
property owned or occupied by Parent, Holdings, the Borrower or any of its
Subsidiaries has been registered and tested to the extent required by, and in
accordance with, any applicable Environmental Laws, and there is no evidence of
leakage from any such tanks. All tanks that have been removed or abandoned have
been closed in accordance with applicable standards under Environmental Laws.

            5.24  Labor Matters.

                  Each of the Borrower and its Subsidiaries has a stable work
force in place and is not, as of the Closing Date, party to any collective
bargaining agreement nor has any labor union been recognized as the
representative of its employees except as set forth on Schedule 5.23. There are
no strikes or other labor disputes pending or, to the Borrower's knowledge,
threatened against the Borrower or any of its Subsidiaries. Hours worked and
payments made to the employees of the Borrower and its Subsidiaries have not
been in violation of the Fair Labor Standards Act or any other applicable Law
dealing with such matters. The working conditions of employees of the Borrower
and its Subsidiaries are in compliance in all material respects with OSHA and
any other applicable Law. All payments due from the Borrower and its
Subsidiaries, or for which any claim may be made against any of them, on account
of wages and employee and retiree health and welfare insurance and other
benefits have been paid or accrued as a liability on their books in accordance
with GAAP, as the case may be. The consummation of the transactions contemplated
by the Loan Documents will not give rise to a right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which the Borrower or any of its Subsidiaries is a party or by which the
Borrower or any of its Subsidiaries is bound.

                                      -62-
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            5.25  Brokers.

                  No finder or broker acting on behalf of Parent, Holdings, the
Borrower or any of its Subsidiaries has brought about the obtaining, making or
closing of the Loans, and neither Parent, Holdings, the Borrower nor any of its
Subsidiaries has or will have any obligation to any Person in respect of any
finder's or brokerage fees in connection therewith.

            5.26  Existing Indebtedness.

                  Schedule 5.26 lists all Indebtedness of Parent, Holdings, the
Borrower and its Subsidiaries as of the Closing Date (other than the Loans), and
provides the following information with respect to each item of such
Indebtedness: the obligor, each guarantor and each other Person similarly liable
in respect thereof, the holder thereof, the aggregate amount of all commitments
thereunder (and the allocation of such commitments, if any, as among revolving
credit Indebtedness, term notes or similar Indebtedness and other credits such
as letter of credit or banker's acceptance facilities), the approximate
outstanding amount thereunder (and under each individual facility thereunder),
and a description of the collateral securing such Indebtedness, if any. Except
as disclosed in Schedule 5.26, as of the Closing Date, neither Parent, Holdings,
the Borrower nor any of its Subsidiaries will be in default and no waiver of any
such default will be in effect, in the payment of any principal or interest on
any such Indebtedness and no event or condition will exist as of the Closing
Date with respect to any such Indebtedness that would permit (or that with
notice or the lapse of time, or both, would permit) one or more Persons to cause
such Indebtedness to become due and payable before its regularly scheduled dates
of payment.

                                    ARTICLE 6

                       REPORTING REQUIREMENTS AND NOTICES

         The Borrower covenants that from the date of this Agreement, and for so
long as any of the Obligations remain unpaid, any Letters of Credit remain
outstanding, the Lenders have an unexpired commitment to lend hereunder or the
Issuing Bank has an unexpired commitment to issue Letters of Credit hereunder,
it shall comply with each of the reporting and notice requirements set forth in
this Article 6.

            6.1   Financial Data and Reporting Requirements;
Notice of Certain Events.

                  6.1.1  Delivery of Quarterly Financial Statements. As soon
as practicable and in any event within forty five (45) days after the close of
each of the first three quarters of each fiscal year of the Borrower, the
Borrower shall deliver to the Lenders a management-prepared Consolidated balance
sheet, statement of income and changes in retained earnings, and statement of
cash flows of Parent, Holdings, the Borrower and its Subsidiaries as at the end
of and for (a) the period commencing at the end of the previous fiscal year and
ending with the end of such quarter and (b) the period commencing at the end of
the previous fiscal quarter and ending with the end of such currently reported
quarter, setting forth in comparative form the corresponding figures for the
appropriate periods of the preceding fiscal year, each certified by a Financial
Officer of the Borrower as (i) having been prepared in accordance with GAAP
(with any changes in accounting policies discussed in reasonable detail) and
(ii) presenting fairly the financial position and results of operations of
Parent, Holdings, the Borrower and its Subsidiaries as at the date and for the
period specified (subject to normal recurring year-end audit adjustments), it
being understood that footnotes may be omitted.

                                      -63-
<PAGE>

                  6.1.2  Delivery of Annual Financial Statements;
Accountants' Certification. As soon as practicable and in any event within
ninety (90) days after the close of each fiscal year of the Borrower, the
Borrower shall deliver to the Lenders:

                           (a)  an audited Consolidated, and, with respect
to Greatbatch Mexico and each other Foreign Subsidiary of the Borrower,
management-prepared Consolidating, balance sheet, statement of income and
changes in retained earnings, and statement of cash flows of Parent, Holdings
the Borrower and each of its Subsidiaries, as at the end of and for the fiscal
year just closed in reasonable detail and certified (without any "going concern"
or like qualification or exception and without any qualifications or exceptions
as to the scope of such audit) by Deloitte & Touche, LLP or another
nationally-recognized independent certified public accountants selected by the
Borrower and satisfactory to the Administrative Agent;

                           (b)  an attestation report of such independent
certified public accountants as to Parent's internal controls pursuant to
Section 404 of Sarbanes-Oxley expressing no concern that would result in such
firm's inability to issue a financial audit opinion without limitation,
qualification or modification; and

                           (c)  so long as not contrary to the then
current recommendations of the American Institute of Certified Public
Accountants, the year-end financial statements delivered pursuant to the
preceding paragraph (a) shall be accompanied by a written statement of the
Borrower's independent public accountants that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Borrower has violated
any provisions of Article 7 (Financial Covenants) or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

                  6.1.3  Delivery of Officer's Compliance Certificates. As
soon as practicable after the close of each quarter of each fiscal year of the
Borrower and in any event no later than the date on which financial statements
are required to be delivered for each such quarter or year, as provided in
Subsections 6.1.1 (Delivery of Quarterly Financial Statements) or 6.1.2
(Delivery of Annual Financial Statements; Accountants' Certification), the
Borrower shall deliver to the Lenders an Officer's Compliance Certificate
certified by a Financial Officer of the Borrower (a) demonstrating compliance
with the financial covenants set forth in Article 7 (Financial Covenants) and
(b) certifying that, as at the date of such certificate, there existed no Event
of Default and no Default, or, if any such Event of Default or Default existed,
specifying the nature thereof, the period of existence thereof and what action
the Borrower proposes to take or has taken with respect thereto.

                  6.1.4  Auditors' Reports. Promptly upon receipt, Parent or
the Borrower shall deliver to the Lenders copies of all management letters,
financial reports or written recommendations, if any, submitted to Parent or any
of its Subsidiaries by its auditors in connection with each annual or interim
audit or examination of its books by such auditors.

                  6.1.5  SEC Filings, Etc. Promptly upon receipt or
transmission thereof by Parent, as applicable, the Borrower shall deliver to the
Lenders:

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<PAGE>

                           (a)  all letters of comment or material
correspondence sent to Parent or any of its Subsidiaries by any securities
exchange or the Securities and Exchange Commission in relation to the affairs of
Parent or any of its Subsidiaries;

                           (b)  all regular and periodic reports and all
registration statements and prospectuses, if any, filed by Parent or any of its
Subsidiaries with any securities exchange or with the Securities and Exchange
Commission or any governmental authority succeeding to any of its functions;

                           (c)  all financial statements, reports, notices
and proxy statements sent or made available generally by Parent or any of its
Subsidiaries to other lenders to such Persons (if any) and their other
respective bondholders or security holders (or any trustee or other
representative of any of the foregoing) and any non-routine notices or other
non-routine correspondence from such lenders, bondholders or security holders
(or trustee or other representative of such Persons); and

                           (d)  all press releases and other statements
made available by Parent or any of its Subsidiaries to the public concerning
material developments in their respective businesses

provided, however, that any information or document described in clauses (a)
through (d) of this Subsection 6.1.5 that is filed with the SEC via the EDGAR
filing system shall be deemed to be delivered to Lenders upon the Lenders'
receipt of notice (including any notice received via e-mail) from the Borrower
that such information or document has been filed and is available on EDGAR
provided, further, however, that no such notice need be delivered in connection
with the regularly filed Annual Reports of Parent on Form 10-K or Quarterly
Reports of Parent on Form 10-Q.

                  6.1.6  Annual Budget. As soon as available, and in any
event within sixty (60) days of the commencement of each fiscal year, the
Borrower shall deliver to the Lenders management-prepared operating projections
and budgets for Parent, Holdings, the Borrower and its Subsidiaries for such
fiscal year, which shall include a balance sheet, income statement and statement
of cash flows, together with a statement presenting the assumptions made in
preparing such projections and budgets and, as soon as available, significant
revisions, if any, of such projections and budgets, in each case (a) in
reasonable detail and otherwise in form and substance satisfactory to the
Lenders and (b) accompanied by a certificate of the Borrower, executed on its
behalf by a Financial Officer, stating that (i) such projections and budgets (x)
have been prepared on the basis of the assumptions stated therein and (y)
represent the Borrower's best and most recent estimate of the future financial
performance of Parent, Holdings, the Borrower and its Subsidiaries and (ii) such
assumptions are believed by the Borrower to be reasonable and fair in light of
current business conditions and current facts known to the Borrower.

            6.2   Notice of Defaults.

                  The Borrower shall immediately give written notice to the
Lenders (a) of any Default or Event of Default, (b) that any Lender has given
notice to the Borrower or taken any other action with respect to a claimed
Default or Event of Default, or (c) that any Person has given any notice of or
taken any other action with respect to a claimed default or event or condition
of the type referred to in Subsection 9.1.3 (Cross Default to Indebtedness),
specifying the nature and period of existence of any such Default or Event of
Default, or specifying the notice given or action taken by such Lender or Person
and the nature of such claimed Default, Event of Default, event or condition,
and what action the Borrower has taken, is taking or proposes to take with
respect thereto.

                                      -65-
<PAGE>

            6.3   Notice of Disputes and Other Matters.

                  The Borrower shall promptly give written notice to the
Administrative Agent of the following matters:

                  6.3.1  Certain Litigation. Any actions, proceedings or
claims commenced or asserted against Parent, Holdings, the Borrower or any of
its Subsidiaries in which the amount involved is $250,000 or more and that is
not fully covered by insurance (subject to usual and customary deductibles), or
which, if not solely a claim for monetary damages, could reasonably be expected
to, if adversely determined, result in a Material Adverse Change;

                  6.3.2  Conditions Affecting Collateral. Any of the
following conditions: (a) movement of any material amount of Collateral to a
location not identified in the Security Agreement; (b) acquisition of property
by the Borrower or any Guarantor not subject to a valid and perfected first
priority Lien pursuant to the Loan Documents (subject to Permitted Liens and
Permitted Perfection Limitations) other than Excluded Assets; (c) any change of
name, type of business entity or jurisdiction of registration or any change of
address of the chief executive office of the Borrower or any Guarantor or (d)
any other circumstance that could reasonably be expected to adversely affect the
attachment, perfection or enforcement of the Administrative Agent's security
interest in the Collateral;

                  6.3.3    Material Adverse Change.  Any Material Adverse
Change or the existence of any facts or circumstances or the occurrence or
failure to occur of any event which could result in a Material Adverse Change;
and

                  6.3.4  Representations and Warranties. Any changes in
facts or circumstances on which the representations and warranties set forth in
this Agreement are made that makes such representations and warranties false or
misleading in any material respect.

                  6.3.5  Information Respecting the Enpath Acquisition.
Notice of the consummation of the Tender Offer and the information as to the
number of shares of Enpath tendered in connection with the Tender Offer and
evidence that the Merger shall have been consummated in accordance with the
definition of "Permitted Enpath Acquisition," the other provisions of this
Agreement (including Section 8.28 (Certain Obligations Respecting Subsidiaries))
and the Merger Agreement.

            6.4   ERISA Notices.

                  The Borrower shall deliver to the Administrative Agent:

                                      -66-
<PAGE>

                           (a)      promptly, and in any event within ten
(10) Business Days, after the receipt thereof, copies of all reports and notices
which the Borrower, any of its Subsidiaries or any ERISA Affiliate receives from
PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports
for Employee Pension Plans filed with the DOL or IRS, and

                           (b)      as soon as possible and in any event
within ten (10) Business Days after Borrower, any of its Subsidiaries or any
ERISA Affiliate knows or has reason to know that (i) any Reportable Event has
occurred or is reasonably expected to occur with respect to any Employee Pension
Plan, (ii) an Accumulated Funding Deficiency has been incurred or an application
has been made to the Secretary of the Treasury for a waiver or modification of
the minimum funding standard or an extension of any amortization period under
Section 412 of the Code with respect to an Employee Pension Plan, (iii)
proceedings have been instituted or are reasonably expected to be instituted
under Title IV of ERISA to terminate any Employee Pension Plan, (iv) any
Withdrawal Liability from a Multiemployer Plan has been or will be incurred by
Borrower, any of its Subsidiaries or any ERISA Affiliate, (v) any Multiemployer
Plan is or is reasonably expected to be in Reorganization, terminated,
partitioned or declared insolvent, (vi) an action has been instituted pursuant
to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer
Plan, (vii) any event, transaction or condition has occurred or will occur that
could reasonably be expected to result in the imposition of a lien under Part 3
of Subtitle B of Title I of ERISA or Title IV of ERISA, (viii) any Prohibited
Transaction or other transaction, event or condition has occurred or will occur
with respect to a Plan that could reasonably be expected to result in the
Borrower, any of its Subsidiaries or any ERISA Affiliate incurring a material
liability or becoming subject to a material penalty or excise tax, or (ix) the
PBGC has contacted the Borrower, any of its Subsidiaries or any ERISA Affiliate
with respect to the PBGC's Early Warning Program, a certificate of the Chief
Executive Officer or Chief Financial Officer of the Borrower setting forth the
details as to such event, transaction or condition and the action the Borrower
has taken, is taking or proposes to take with respect thereto and with respect
to (i) and (ii) above, with copies of any notices and applications.

            6.5   Intellectual Property.

                  The Borrower shall notify the Administrative Agent of any of
the following conditions no later than the date that the delivery of the
Officer's Compliance Certificate is required, pursuant to Subsection 4.1.17
(Officer's Compliance Certificate) immediately following the occurrence of such
event or condition: (a) any changes in and to the ownership of, or rights to
use, any material Intellectual Property owned or licensed by the Borrower or any
of its Subsidiaries; (b) the registration of any copyrights at the United States
Copyright Office; (c) any material infringement or misappropriation of any
material Intellectual Property owned or licensed by the Borrower or any of its
Subsidiaries by any Person of which the Borrower or any of its Subsidiaries has
Knowledge; (d) the receipt of any written claim, demand or threat, or the
institution of any proceeding, relating to any material Intellectual Property
owned or licensed by the Borrower or any of its Subsidiaries or (e) any other
material adverse change affecting or relating in any way to any Intellectual
Property owned or licensed by the Borrower or any of its Subsidiaries.

                                      -67-
<PAGE>

            6.6   Miscellaneous.

                  With reasonable promptness, the Borrower shall deliver such
other information respecting the business, operations and financial condition of
Parent, Holdings, itself and its Subsidiaries as the Administrative Agent or any
Lender may from time to time reasonably request.

            6.7   Authorization of Third Parties to Deliver Information.

                  Any opinion, report or other information delivered to the
Administrative Agent, the Issuing Bank or any Lender pursuant to the Loan
Documents is hereby deemed to have been authorized and directed by the Borrower
to be delivered for the benefit, and reliance thereupon, of such recipient.

                                    ARTICLE 7

                               FINANCIAL COVENANTS

         The Borrower covenants that from the date of this Agreement and for so
long as any of the Obligations remain unpaid, any Letters of Credit remain
outstanding, the Lenders have an unexpired commitment to lend hereunder or the
Issuing Bank has an unexpired commitment to issue Letters of Credit hereunder,
it shall comply with each of the financial covenants set forth in this Article
7.

            7.1   Interest Coverage Ratio.

                  Parent, Holdings, the Borrower and its Subsidiaries, on a
Consolidated basis, shall maintain a ratio of Adjusted EBITDA to Interest
Expense (each for the four preceding fiscal quarters) calculated as of the last
day of any fiscal quarter, of at least 3.00 to 1.00.

            7.2   Total Leverage Ratio.

                  Parent, Holdings, the Borrower and its Subsidiaries, on a
Consolidated basis, shall maintain a Total Leverage Ratio of no more than the
ratios specified below:

                  Ratio          Period

                  5.00 to 1.00   Closing Date through September 29, 2009.
                  4.50 to 1.00   September 30, 2009 and thereafter.

This covenant shall be tested quarterly and at any time the Borrower or any of
its Subsidiaries incurs Indebtedness; provided, however, subject to any other
requirements in this Agreement, Borrower shall not be required to deliver
evidence of compliance at the time of the incurrence of Indebtedness.

                                      -68-
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            7.3   Additional Provisions Respecting Calculation
of Financial Covenants.

                  Except as otherwise provided in this Agreement, the following
provisions shall apply.

                  7.3.1  All the calculations of financial covenants shall
be based upon the figures set forth in the Consolidated financial statements of
Parent, Holdings, the Borrower and its Subsidiaries most recently delivered
pursuant to this Agreement even where this Agreement may refer to a period ended
on, or most recently prior to, a specified date of determination.

                  7.3.2  Calculations made pursuant to this Article 7 shall
give effect, on a pro forma basis, to all Acquisitions and dispositions made
during the quarter or year to which the required compliance relates, as if such
Acquisition or disposition had been consummated on the first day of the
applicable period, provided, that items of revenue and expense shall be based on
actual amounts and not adjusted to give effect to potential savings and similar
adjustments. Calculation of financial covenants in connection with Acquisitions
and dispositions shall be based on the results of operations and financial
position of Parent, Holdings, the Borrower and its Subsidiaries set forth on the
most recently delivered financial statements, adjusted, in the case of an
Acquisition, to give effect to any additional Indebtedness incurred in
connection therewith and to include the results of operations and financial
position of the target during the applicable period, and in the case of a
disposition, to give effect to any repayment of Indebtedness in connection
therewith and to exclude the results of operations and financial position for
the applicable period of the assets so disposed of.

                  7.3.3  (a)  Notwithstanding the definition of "GAAP"
in Section 1.1 (Defined Terms), or any provision to the contrary in this
Agreement, the financial covenants set forth in this Article 7 shall be
calculated for all purposes in accordance with generally accepted accounting
principles as in effect on the date of the delivery of the financial statements
referred to in Subsection 4.1.12 (Financial Statements; Projections) ("Closing
Date GAAP") subject to the following provisions of this Subsection 7.3.3.

                           (b)  If, after the date of this Agreement,
there are any changes to GAAP that would affect the calculation of the financial
covenants, and if the Borrower so requests, the Majority Lenders may:

                                    (i) _ approve the request of the
Borrower to change the basis for calculating the financial covenants from
Closing Date GAAP to Closing Date GAAP as modified to incorporate the change or
changes in GAAP requested by the Borrower, after which time, Closing Date GAAP
shall be deemed to be Closing Date GAAP as so adjusted ("Adjusted GAAP"); and

                                    (ii)  in connection with any such change
to Adjusted GAAP, if the Administrative Agent deems it to be appropriate, may
adjust one or more of the financial covenants set forth in this Article 7 (and,
without limiting the generality of the foregoing, the set points for determining
Applicable Margin, Commitment Fee or any other amount derived from the ratios
referred to in the financial covenants) or the method of calculating such
financial covenants for all purposes (including, without limitation, for
purposes of determining Applicable Margin) in such manner as is necessary or
desirable to carry out the initial intent of the parties with respect to such
covenants (and pricing, as applicable) as originally drafted.

                                      -69-
<PAGE>

                           (c)  At any time that GAAP changes, the
Borrower may initiate a request pursuant to the preceding paragraph (b), it
being understood that the right to make such a request is not a one-time right.
If Closing Date GAAP has already been adjusted to be Adjusted GAAP at the time
of any such request and if the Majority Lenders agree to such further
adjustments, then Adjusted GAAP shall thereafter be deemed to incorporate such
further adjustments.

                  7.3.4  At any time that Closing Date GAAP (or Adjusted
GAAP, as applicable) is not the same as GAAP, the Borrower shall deliver,
together with the Officer's Compliance Certificate pursuant to Subsection 6.1.3
(Delivery of Officer's Compliance Certificates), a reconciliation of each of the
component figures used in determining compliance with the financial covenants
(based on Closing Date GAAP or Adjusted GAAP, as applicable) and the
corresponding amounts shown on the financial statements delivered pursuant to
Section 6.1 (Financial Data and Reporting Requirements; Notice of Certain
Events) (based on GAAP). If so requested by the Majority Lenders, the Borrower
shall also provide a confirmation of such reconciliation by the Borrower's
independent certified public accountants.

                                    ARTICLE 8

                               BUSINESS COVENANTS

                  The Borrower covenants that from the date of this Agreement,
and for so long as any of the Obligations remain unpaid, any Letters of Credit
remain outstanding, the Lenders have an unexpired Commitment to lend hereunder
or the Issuing Bank has an unexpired commitment to issue Letters of Credit
hereunder, it shall comply with each of the covenants set forth in this Article
8.

            8.1   Indebtedness.

                  8.1.1  In General. The Borrower shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, create, incur,
assume, guarantee, permit to exist or otherwise become or remain directly or
indirectly liable with respect to any Indebtedness other than each of the
following:

                           (a)  obligations under Interest Rate Protection
Agreements consistent with the terms of this Agreement;

                           (b)  obligations under the Loan Documents and
Letters of Credit;

                           (c)  obligations in an aggregate principal
amount not to exceed Seven Million Dollars ($7,000,000) at any time outstanding
in respect of Capital Lease Obligations and purchase money security interests;

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<PAGE>

                           (d)  obligations owing to the Borrower or to
any Subsidiary Guarantor by the Borrower or any other
Subsidiary Guarantor;

                           (e)  other Indebtedness existing on the Closing
Date and listed on Schedule 8.1 hereto, and any
amendments or refinancings thereof so long as such amendments and refinancings
do not increase the principal amount thereof, shorten the maturity or weighted
amortization or substantially increase the obligations of the obligors;

                           (f)  unsecured Indebtedness of the Borrower or
any Subsidiary Guarantor in an aggregate amount not to
exceed Five Million Dollars ($5,000,000) at any one time outstanding; provided
that before and after the incurrence of any such Indebtedness, the Borrower
shall be in compliance with the financial covenants set forth in Article 7
(Financial Covenants);

                           (g)  Indebtedness in an aggregate amount not to
exceed Ten Million Dollars ($10,000,000) that is
secured by any asset acquired by Borrower or any Subsidiary at the time of any
such acquisition provided that such Indebtedness (i) existed at the time of the
acquisition of such asset by Borrower or any Subsidiary and (ii) is not incurred
in contemplation of such acquisition; and

                           (h)  Indebtedness of Enpath not to exceed
Twelve Million Dollars ($12,000,000) provided that (i) all
such Indebtedness and obligations in connection therewith shall be paid and
performed in full and all commitments thereunder shall be terminated, (ii) all
security provided in favor of any lender or other Person in connection with such
Indebtedness shall be terminated and (iii) any all liens created in connection
with such Indebtedness shall be released, in each case, on or before the
effective date of the Merger.

                  8.1.2  Limitation on Incurrence. In addition to the
limitations on the incurrence or existence of Indebtedness referred to above, no
Indebtedness may be incurred by the Borrower or any of its Subsidiaries unless
immediately before and after giving effect to the incurrence of such
Indebtedness, no Default or Event of Default shall have occurred and be
continuing.

            8.2   Liens; and Licenses.

                  8.2.1  In General. The Borrower shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, create, incur, assume
or permit to exist any Lien on or with respect to any property or assets of the
Borrower or any Subsidiary of the Borrower, except each of the following (the
items referred to in clauses (a) through (f) are, collectively, the "Permitted
Liens"):

                           (a)  Liens created in favor of the
Administrative Agent for the benefit of the Secured Parties pursuant to the Loan
Documents;

                           (b)  Liens for taxes, assessments or other
governmental charges the payment of which is not yet due or the payment of which
is not at the time required by Section 8.11 (Payment of Taxes and Claims);

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<PAGE>

                           (c)  statutory Liens of landlords and Liens of
carriers, warehousemen, mechanics and materialmen incurred in the ordinary
course of business for sums not yet due or the payment of which is not at the
time required by Section 8.11 (Payment of Taxes and Claims);

                           (d)  leases or subleases granted to others,
easements, rights-of-way, restrictions and other similar charges or encumbrances
on real property, in each case incidental to, and not interfering with, the
ordinary conduct of the business of the Borrower or any of its Subsidiaries
provided, that the Borrower shall notify the Administrative Agent of any such
lease or subleases and Administrative Agent may in the case of real property
leases or subleases, in its discretion, require assignments of the rents
thereunder;

                           (e)  Capital Leases and purchase money Liens
incurred in compliance with clause (c) of Subsection 8.1.1
(In General); provided, that no such security interest shall extend to or cover
any property other than the leased property or property acquired with such
purchase money Indebtedness; and

                           (f)  Liens on Margin Stock owned or held by
Parent, Holdings, the Borrower or any of its Subsidiaries.

                           (g)  Liens on assets at the time of acquisition
of such asset by Borrower or any Subsidiary; provided that (i) such Liens exist
at the time of such acquisition and are not created in anticipation of the
acquisition of such asset, (ii) any such Lien does not by its terms cover any
asset other the asset acquired and (iii) any such Lien does not by its terms
secure any Indebtedness other than Indebtedness permitted under Section 8.1
(Indebtedness) of this Agreement.

                           (h)  other Liens existing on the Closing Date
and listed on Schedule 8.2 hereto, relating to Indebtedness listed on Schedule
8.1 hereto and any amendments or refinancing permitted by Subsection 8.1.1(e)
(In General), so long as the Liens do not encumber any property not encumbered
by the Liens listed on Schedule 8.2 hereto.

                           (i)  Liens on assets of Enpath securing
Indebtedness permitted by clause (h) of Section 8.1
(Indebtedness) so long as such Liens are released no later than the effective
date of the Merger.

                  8.2.2  Negative Pledge. The Borrower shall not, and shall
not permit any of its Subsidiaries to, agree with any Person to restrict or
place limitations on the right of the Borrower or any of its Subsidiaries to
create, incur, assume or permit to exist any Lien on or with respect to any
property or asset of the Borrower or any of its Subsidiaries (other than Liens
on any Margin Stock).

                  8.2.3  Licenses. The Borrower shall not, and shall not
permit any of its Subsidiaries to, license or sublicense any of its Intellectual
Property or general intangibles if the effect of such license or sublicense is
to transfer all or substantially all of the licensor's or sublicensor's economic
value in the Intellectual Property or general intangible to the licensee or
sublicensee except pursuant to a disposition permitted by Subsection 8.7.2
(Sales and Other Dispositions).

                                      -72-
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            8.3   Investments, Loans, Acquisitions, Etc. The Borrower shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly,
make or permit to exist any Investment or make any Acquisition, except that the
Borrower and its Subsidiaries may permit to exist and, so long as no Default or
Event of Default then exists or would be caused thereby, the Borrower and its
Subsidiaries may make, any of the following Investments:

                           (a)  Permitted Acquisitions;

                           (b)  the Permitted Enpath Acquisition

                           (c)  Investments by the Borrower or any
Subsidiary Guarantors in, or the creation by the Borrower of new direct or
indirect wholly-owned Subsidiaries that become, Subsidiary Guarantors, subject
to the provisions of Section 8.28 (Certain Obligations Respecting Subsidiaries);

                           (d)  Investments by Foreign Subsidiaries in
other Foreign Subsidiaries or in a Person that becomes a Foreign Subsidiary,
subject to the provisions of Section 8.28 (Certain Obligations Respecting
Subsidiaries);

                           (e)  Investments after the date of this
Agreement in an aggregate amount not to exceed Ten Million Dollars ($10,000,000)
by the Borrower or any Subsidiary Guarantor in Foreign Subsidiaries;

                           (f)  Investments in Interest Rate Protection
Agreements consistent with the terms of this Agreement or other Swap Agreements
entered into in the ordinary course of business for the purpose of minimizing
risk and not for speculative purposes;

                           (g)      Investments in Cash Equivalents;

                           (h)  Investments in connection with a Permitted
Stock Repurchase under Subsection 8.4.3 (Permitted Stock Repurchases);

                           (i)  other Investments in an aggregate amount
not to exceed Ten Million Dollars ($10,000,000) in any calendar year; and

                           (j)  other Investments existing on the Closing
Date and listed on Schedule 8.3 hereto;

For the purposes of this Section 8.3 (Investments, Loans, Acquisitions, Etc),
the "amount" of any loan, advance, extension of credit or investment made by any
Person or Persons (collectively, the "Investor") in any other Person or Persons
(collectively, the "Recipient") shall be:

                                    (1)     with respect to any loans, advances
or extensions of credit made by any Investor to or in any Recipient, an amount
equal to the principal amount of loans, advances and extensions of credit made
to the Recipient, directly or indirectly, by the Investor; and

                                    (2)     with respect to any equity
investment made by any Investor in any Recipient, the amount of capital
contributions made in the Recipient, directly or indirectly, by the Investor or
the purchase price paid to the Recipient by any Investor in respect of any
Capital Stock of the Recipient issued by the Recipient to the Investor.

                                      -73-
<PAGE>

            8.4   Restricted Payments.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart
any sum or property for any Restricted Payment, except that:

                  8.4.1  Intercompany. Restricted Payments may be declared
and paid by direct or indirect wholly-owned Subsidiaries of the Borrower to the
Borrower and other direct or indirect wholly-owned Subsidiaries of the Borrower.

                  8.4.2  Permitted Debenture Payments. The Borrower may make
one or more Restricted Payments to Holdings to be distributed to Parent in an
aggregate amount for all such Restricted Payments not to exceed, at any date of
determination, the amount of the Permitted Debenture Payments, the proceeds of
which may be used by Parent to make payments to (i) holders of the 2003
Debentures if such holders of the 2003 Debentures exercise their put rights
under the 2003 Indenture or (ii) holders of the 2007 Debentures if such holders
of the 2007 Debentures exercise their conversion rights under the 2007 Indenture
and Parent elects to satisfy its conversion obligations, in whole or in part, in
cash, in each case, so long as (A) no Default or Event of Default exists at the
time of the Restricted Payment or would exist immediately after giving effect
thereto,(B) the Borrower provides notice to the Administrative Agent that the
Restricted Payment is being made and (C) the proceeds of the Restricted Payment
are promptly used by Parent to make such payments to holders of 2003 Debentures
or to holders of the 2007 Debentures, as applicable.

                  8.4.3  Permitted Stock Repurchases. The Borrower may make
one or more Restricted Payments to Holdings to be distributed to Parent in an
aggregate amount for all such Restricted Payments not to exceed, at any date of
determination, the amount of the Permitted Stock Repurchase Amount, the proceeds
of which may be used by Parent to repurchase outstanding Capital Stock of Parent
so long as (i) no Default or Event of Default exists at the time of the
Restricted Payment or would exist immediately after giving effect thereto, (ii)
the Borrower provides notice to the Administrative Agent that the Restricted
Payment is being made and (iii) the proceeds of the Restricted Payment are
promptly used by Parent to make such stock repurchases.

                  8.4.4  Debenture Interest Payments. So long as: (i) no
Default or Event of Default exists at the time of the respective Restricted
Payment or would exist immediately after giving effect thereto and (ii) the
Borrower is in pro forma compliance with the financial covenants set forth in
Article 7 (Financial Covenants) of this Agreement, the Borrower may make
regularly scheduled payments of interest on the 2003 Debentures and the 2007
Debentures in an amount not to exceed Six Million Dollars ($6,000,000) in any
calendar year.

                                      -74-
<PAGE>

            8.5   Sale-Leasebacks.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, sell or otherwise transfer, in one or
more related transactions, any property (whether real, personal or mixed) and
thereafter rent or lease such transferred property or substantially identical
property.

            8.6   Transactions with Affiliates.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, engage in any transaction with any
Affiliate on terms that are less favorable to the Borrower or such Subsidiary
than those that might be obtained at the time from unaffiliated third parties,
provided that the foregoing restrictions shall not apply to (a) transactions
exclusively among the Borrower and its Subsidiary Guarantors not prohibited by
this Agreement, (b) Restricted Payments, to the extent permitted under Section
8.4 (Restricted Payments), (c) usual and customary indemnification obligations
in the Organizational Documents of the Borrower and its Subsidiaries for acts
and omissions of their officers and directors and (d) Investments permitted by
Section 8.3 (Investments, Loans, Acquisitions, Etc.). If any Affiliate
transaction (other than as set forth in the preceding proviso) involves an
amount in excess of Five Million Dollars ($5,000,000), it shall be approved by a
majority of the disinterested members (if any) of the board of directors of the
Borrower. If any such Affiliate transaction involves an amount in excess of
Twenty Million Dollars ($20,000,000), it shall be determined by a nationally
recognized investment banking or accounting firm to be fair to the Borrower and
its Subsidiaries.

            8.7   Mergers and Dispositions.

                  8.7.1    Consolidations and Mergers.  The Borrower shall not,
and shall not permit any of its Subsidiaries to:

                           (a)  directly or indirectly, consolidate with
or merge into any Person, except:

                                    (i) a Subsidiary of the Borrower may
consolidate with or merge into the Borrower so long as the Borrower is the
survivor;

                                    (ii)  a Subsidiary of the Borrower may
consolidate with or merge into a Subsidiary Guarantor so long as the Subsidiary
Guarantor is the survivor;

                                    (iii) a Foreign Subsidiary may consolidate
with or merge into another Foreign Subsidiary; and

                                    (iv)  so long as no Default or Event of
Default then exists or would be created thereby, a Subsidiary of the Borrower
may consolidate with or merge with another Person to effect a Permitted
Acquisition or a disposition permitted by Subsections 8.7.2 (Sales and Other
Dispositions), in each case subject to Section 8.28 (Certain Obligations
Respecting Subsidiaries); or

                                      -75-
<PAGE>

                           (b)  enter into any winding-up, liquidation,
dissolution, division or similar transaction except:

                                    (i)  a Subsidiary of the Borrower may
be dissolved following the transfer of all of its assets to the Borrower or one
or more Subsidiary Guarantors; and

                                    (ii)  a Foreign Subsidiary may be
dissolved following the transfer of all of its assets to the Borrower, one or
more Subsidiary Guarantors and/or one or more Foreign Subsidiaries.

                  8.7.2  Sales and Other Dispositions. The Borrower shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly,
sell, lease, license, abandon or otherwise transfer or dispose of any of its
assets or property of any nature except:

                           (a)  sales of inventory in the ordinary course
of its business;

                           (b)  licensing or sublicensing of Intellectual
Property of Borrower or any of its Subsidiaries in the ordinary course of
business consistent with past practice so long as the effect of such license or
sublicense shall not transfer all or substantially all of the licensor's or
sublicensor's economic value in the Intellectual Property to the licensee or
sublicensee;

                           (c)  transfers of assets or property to the
Borrower or a Subsidiary Guarantor;

                           (d)  transfers of assets or property from a
Foreign Subsidiary to another Foreign Subsidiary;

                           (e)  sales or other dispositions of Margin
Stock; and

                           (f)  transfers of assets in an amount not to
exceed Twenty-Five Million Dollars ($25,000,000) in any
fiscal year, so long as at the time of such disposition no Default or Event of
Default exists or would be created thereby.

                  Notwithstanding the foregoing or anything to the contrary
contained in this Agreement, neither the Borrower nor any of its Subsidiaries
shall sell, transfer or otherwise dispose of any of its respective assets or
property in violation of Regulation U of the Board of Governors of the Federal
Reserve System.

            8.8   Management Arrangements.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, (a) enter into or remain bound by any management, employment or
consulting agreement with any Person that gives such Person the right to manage
its business, except for usual and customary employment agreements and
consulting agreements consistent with past practice, or (b) directly or
indirectly pay or accrue to any Person any sum or property for fees for
management or similar services rendered in connection with the operation of a
Permitted Business except as set forth above.

                                      -76-
<PAGE>

            8.9   Existence.

                  Subject to the provisions of Subsection 8.7.1 (Consolidations
and Mergers), the Borrower shall at all times preserve and keep in full force
and effect (a) its corporate existence and (b) the corporate, partnership or
other existence of each of its Subsidiaries, and the good standing of such
Persons in all states or jurisdictions in which they are formed or required to
qualify to do business, except, as to qualification only, where the failure to
keep in full force and effect any such good standing could not result in a
Material Adverse Change.

            8.10  Compliance with Law.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, comply in all material respects with all Laws, and obtain or maintain all
material permits, franchises and other governmental authorizations and approvals
necessary for the ownership, acquisition and disposition of their respective
properties and the conduct of their respective businesses including, all
applicable Food and Drug Administration rules and regulations. Without limiting
the generality of the foregoing, the Borrower and its Subsidiaries shall be in
compliance with all orders, rules, regulations issued by, and recommendations
of, the U.S. Department of the Treasury and OFAC pursuant to IEEPA, the PATRIOT
Act, other legal requirements relating to money laundering or terrorism and any
executive orders related thereto, which at the time apply to them.

            8.11  Payment of Taxes and Claims.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, pay all taxes, assessments and other governmental charges imposed upon it or
any of its properties or assets or in respect of any of its franchises,
business, income or profits before any penalty or interest accrues thereon, and
all claims (including, without limitation, claims for labor, services, materials
and supplies) for sums that have become due and payable and that by Law create a
Lien upon any of its properties or assets, provided that no such charge or claim
need be paid if being contested in good faith by appropriate proceedings
promptly initiated and diligently conducted and if such reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been made
therefor and, if the filing of a bond or other indemnity is necessary to avoid
the creation of a Lien against any of the assets of the Borrower or any of its
Subsidiaries, such bond shall have been filed or indemnity provided.

            8.12  Tax Consolidation.

                  The Borrower will not file or consent to or permit the filing
of any consolidated income tax return on behalf of it or any of its Subsidiaries
with any Person (other than a consolidated return of Parent, Holdings, the
Borrower and its Subsidiaries). The Borrower will not, and will not permit any
of its Subsidiaries to, enter into any agreement with any Person which would
cause the Borrower or any of such Subsidiaries to bear more than the amount of
taxes to which it would have been subject had it separately filed (or filed as
part of a consolidated return among Parent, Holdings, the Borrower and its
Subsidiaries).

                                      -77-
<PAGE>

            8.13  Compliance with ERISA.

                           (a)  The Borrower shall not, and shall not
permit any of its Subsidiaries or any of its ERISA Affiliates to, take, or fail
to take, any of the following actions or permit any of the following events to
occur if such action or event individually or together with all other actions or
events would subject the Borrower, any of its Subsidiaries or any of its ERISA
Affiliates to any material tax, penalty, or other liabilities:

                                    (i) engage in or knowingly consent to
any "party in interest" or any "disqualified person," as such terms are defined
in Section 3(14) of ERISA and Section 4975(e)(2) of the Code respectively,
engaging in any Prohibited Transaction in connection with which the Borrower,
any of its Subsidiaries or any ERISA Affiliate could be subject to either a
civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by
Section 4975 of the Code;

                                    (ii)  terminate any Employee Pension
Plan in a manner, or take any other action, which could result in any liability
of the Borrower, any of its Subsidiaries or any ERISA Affiliate to the PBGC;

                                    (iii) fail to make full payment when due of
all amounts which, under the provisions of any Plan or any Multiemployer Plan,
the Borrower, any of its Subsidiaries or any ERISA Affiliate is required to pay
as contributions thereto, or permit to exist any Accumulated Funding Deficiency,
whether or not waived, with respect to any Employee Pension Plan or fail to pay
PBGC premiums when due;

                                    (iv)  permit the current value of all
vested accrued benefits under all Employee Pension Plans which are subject to
Title IV of ERISA to exceed the current value of the assets of such plans
allocable to such vested accrued benefits, except as may be permitted under
actuarial funding standards adopted in accordance with Section 412 of the Code;

                                    (v)   withdraw from any Multiemployer
Plan, if such withdrawal would result in the imposition of Withdrawal Liability;

                                    (vi)  fail to comply in all material
respects with the requirements of COBRA regarding continued health coverage, of
the Health Insurance Portability and Accountability Act of 1996, and of Section
1862(b) of the Social Security Act, with respect to any Plans subject to the
requirements thereof; or

                                    (vii) fail to comply in all other material
respects with the provisions of ERISA and the Code with respect to any Plan.

                           (b)  The Borrower shall comply with the ERISA
reporting requirements set forth in Section 6.4 (ERISA
Notices).

                  As used in this Section 8.13, the term "accrued benefit" has
the meaning specified in Section 3(23) of ERISA and the term "current value" has
the meaning specified in Section 4001(a)(18)(B) of ERISA.

                                      -78-
<PAGE>

            8.14  Insurance.

                  8.14.1 Liability, Property Damage, Etc. The Borrower shall
maintain, and shall cause each of its Subsidiaries to maintain, with financially
sound and reputable insurers, insurance against loss or damage and liability of
the kinds customarily insured against by Persons of established reputation
engaged in the same or similar businesses and similarly situated and in such
amounts as are customarily carried under similar circumstances by other such
Persons and otherwise as is prudent for Persons engaged in such business. The
Borrower's general liability and property insurance shall name the
Administrative Agent as lender loss payee and additional insured and shall
provide for at least thirty (30) days advance notice to the Administrative Agent
prior to any non-renewal, cancellation, change in risks (in any material
respect) or material amendment of any such Insurance. In addition, the Borrower
shall, and shall cause each of its Subsidiaries to, maintain such other
insurance as may be required by the Security Agreements and the other Loan
Documents. Annually (and from time to time upon request of the Administrative
Agent), the Borrower shall promptly furnish to the Administrative Agent
evidence, in form and substance satisfactory to the Administrative Agent, of the
maintenance of all insurance, indemnities or bonds required by this Subsection
8.14.1.

                  8.14.2 PBGC. The Borrower shall maintain or cause to be
maintained all insurance available through the PBGC and/or insurers acceptable
to the Administrative Agent against its obligations and the obligations of its
Subsidiaries to the PBGC.

            8.15  Maintenance of Properties.

                  The Borrower shall, and shall cause each of its Subsidiaries
to: (a) maintain its properties in good repair, working order and condition,
ordinary wear and tear excepted; and (b) make all appropriate and proper
repairs, renewals, replacements, additions and improvements thereto, ordinary
wear and tear excepted; and (c) keep all systems and equipment that may now or
in the future be subject to compliance with any material standards or rules
imposed by any Governmental Authority in compliance in all material respects
with such standards or rules. The Borrower shall, and shall cause each of its
Subsidiaries to, take all steps necessary to prosecute, maintain, preserve,
defend and protect, and, when necessary, renew: (i) all franchises, licenses,
permits, patent applications, patents, trademarks, service marks, trade dress,
domain names, trade names, trade secrets, copyrights and other general
intangibles and Intellectual Property owned or licensed by any of them,
including but not limited to the payment of all necessary maintenance fees and
the filing of all statutory declarations, except where such Person has
reasonably determined that it is in its best interest to terminate or abandon
any such asset and (ii) all agreements to which any of them are parties that are
necessary to conduct the Borrower's or the applicable Subsidiary's business.

            8.16  Maintenance of Records; Fiscal Year.

                  The Borrower shall, and shall cause each of its Subsidiaries
to, keep at all times books of record and account in which full, true and
correct entries shall be made of all dealings or transactions in relation to its
business and affairs. The Borrower shall, and shall cause each of its
Subsidiaries to, keep its books of account and financial statements in
accordance with GAAP and to report on the basis of a fiscal year ending on the
Friday closest to December 31.

                                      -79-
<PAGE>

            8.17  Inspection.

                  Upon reasonable notice (and for this purpose no more than two
(2) Business Days' notice shall be required under any circumstances) if no Event
of Default or Default shall exist, or at any time with or without notice after
the occurrence of an Event of Default or Default, the Borrower shall, and shall
cause each of its Subsidiaries to, allow any representative of the
Administrative Agent, the Issuing Bank or any Lender to visit and inspect any of
the properties of the Borrower and any of its Subsidiaries, to examine the books
of account and other records and files of the Borrower and any of its
Subsidiaries (including, without limitation, the financial statements (audited
and unaudited, to the extent prepared) of each Subsidiary and information with
respect to each business operated by the Borrower and any of its Subsidiaries),
to make copies thereof and to discuss the affairs, business, finances and
accounts of the Borrower and its Subsidiaries with their personnel and
accountants.

            8.18  Exchange of Notes.

                  Upon receipt of a written notice of loss, theft, destruction
or mutilation of any or all of the Notes and of a letter of indemnity from the
affected Lender or its successors or assigns, and upon surrendering for
cancellation such Notes if mutilated (in which event no indemnity shall be
required), the Borrower shall execute and deliver a new Note or Notes of like
tenor in lieu of such lost, stolen, destroyed or mutilated Notes, as the case
may be.

            8.19  Type of Business; Other Activities.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly enter into any business that is not a
Permitted Business.

            8.20  Issuance of Equity.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, issue, authorize the issuance of, or obligate itself to issue
any shares of its Capital Stock or other equity to any Person that (a) would
contravene any other provision of this Agreement, including, without limitation,
result in a Change of Control, or (b) would result in there being Capital Stock
of the Borrower or any of its Subsidiaries (other than thirty-four percent (34%)
of the Capital Stock of First-Tier Foreign Subsidiaries and the Capital Stock of
other Foreign Subsidiaries) that is not pledged pursuant to the Pledge
Agreement.

            8.21  Change in Documents.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, amend or otherwise modify the respective Organizational
Documents of such Person in any manner inconsistent with this Agreement or in
any manner that could reasonably be expected to have an adverse effect on the
rights of the Administrative Agent and Lenders.

                                      -80-
<PAGE>

            8.22  Payment of Subordinated Indebtedness.

                  The Borrower will not, and Borrower will not permit any of its
Subsidiaries to, make any voluntary payment or prepayment, whether in respect of
principal, interest, fees, expenses or otherwise, or any redemption, retirement,
purchase or other acquisition, direct or indirect, in respect of any
subordinated Indebtedness. So long as no Default or Event of Default has
occurred and is continuing, the Borrower and its Subsidiaries may make required
payments on subordinated Indebtedness in accordance with its terms when due, but
only to the extent in compliance with the subordination provisions applicable
thereto. The Borrower shall not, and shall not permit any Subsidiary to, make
any principal payments in respect of (or make any payment to Holdings or Parent
in respect of or which may be used to repay) any Indebtedness of Holdings or
Parent other than as expressly permitted in Subsection 8.4.2 (Permitted
Debenture Payments) and Subsection 8.4.4 (Debenture Interest Payments).

            8.23  Seniority Over Subordinated Debentures. The Borrower
   shall cause the 2003 Debentures, the 2007 Debentures and the Permitted
   Debenture Refinancing and all Indebtedness pursuant to amendments thereto and
   refinancings thereof and pursuant to any other Indebtedness purported to be
   subordinated to the Loans to be duly subordinated to the Secured Obligations.

            8.24  Compliance with Federal Reserve Regulations.

                  No proceeds of the Loans shall be used, in whole or in part,
by the Borrower, any of its Subsidiaries or other Person, directly or
indirectly, to purchase or carry, or to reduce or retire or refinance any credit
incurred to purchase or carry, any Margin Stock or to extend credit to others
for the purpose of purchasing or carrying any Margin Stock in violation of
applicable Law. Neither the Borrower nor any of its Subsidiaries shall, directly
or indirectly, otherwise take or permit to be taken any action which would
result in the Loans or the carrying out of any of the other transactions
contemplated by this Agreement being violative of Regulation T, U or X of the
Board of Governors of the Federal Reserve System or any other regulation of the
Board of Governors of the Federal Reserve System.

            8.25  Limitations on Certain Restrictive Provisions.

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, (a) permit or place any restriction, directly or indirectly, on
(i) the payment of dividends or distributions by any of such Subsidiaries, or
(ii) the transfer by any of such Subsidiaries of any of its properties or
assets, in each case, to the Borrower or its Subsidiaries or (b) agree with any
Person that the Borrower and/or any of its Subsidiaries shall not allow Liens to
be created on its assets or shall not amend the Loan Documents except any such
agreement set forth in the Loan Documents.

                                      -81-
<PAGE>

            8.26  Environmental Matters.

                  The Borrower shall not, and shall not permit any of
its Subsidiaries to,

                           (a)  cause a Release of any Hazardous Substance
in violation of any Environmental Law or so as to create a risk of harm to
public or occupant health or safety or to the environment, or

                           (b)  permit to exist any Release of any
Hazardous Substance on any real property owned or occupied by the Borrower or
any of its Subsidiaries in violation of any Environmental Law or so as to create
a risk of harm to public or occupant health or safety or to the environment, or

                           (c)  take any other action (or fail to take any
action) in violation of any Environmental Law or take any action (or fail to
take any action) so as to create a risk of harm to public or occupant health or
safety or to the environment.

            8.27     Corporate Separateness.

                           (a)  The Borrower shall, and shall cause each
of its Subsidiaries to, conduct its business and operations separate from that
of each Affiliate that is not the Borrower or one of Borrower's Subsidiaries.
Without limiting the generality of the foregoing, the Borrower shall not, and
shall not permit any of its Subsidiaries, to commingle funds with any Person
that is not the Borrower or a Subsidiary of the Borrower.

                           (b)  The Borrower shall and shall cause each of
the Subsidiary Guarantors to, conduct its business and operations separate from
that of each Affiliate that is not the Borrower or one of the Subsidiary
Guarantors. Without limiting the generality of the foregoing, the Borrower shall
not, and shall not permit any of its Subsidiary Guarantors to commingle funds
with any Peron that is not the Borrower or a Subsidiary Guarantor.

            8.28     Certain Obligations Respecting Subsidiaries.

                           (a)  The Borrower will take such action, and
will cause each of its Subsidiaries to take such action, from time to time as
shall be necessary to ensure that Parent, Holdings and all U.S. Subsidiaries of
the Borrower are guarantors of the Secured Obligations and that all of the
equity and material assets (other than Excluded Assets) of the Borrower and all
Guarantors are subject to a first priority Lien securing the Secured
Obligations, subject to no other Lien except Permitted Liens and subject to
Permitted Perfection Limitations. Without limiting the generality of the
foregoing, in the event that the Borrower or any of its Subsidiaries shall form
or acquire any new Subsidiary (which it shall only do in conformity with the
provisions of this Agreement), the Borrower, contemporaneously with the
formation or acquisition of such new Subsidiary: (i) will execute and deliver,
and shall cause the holders of any equity interests not owned by the Borrower to
execute and deliver, such documents as shall be necessary to cause all of the
Capital Stock of any new U.S. Subsidiary and up to a maximum of sixty-six
percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of
the Borrower to be duly pledged (on a first-priority perfected basis) to secure
the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and
deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to
the Security Agreements and Pledge Agreements, UCC-1 financing statements, and
such other documents as may be necessary to cause such new U.S. Subsidiary to be
a guarantor of the Secured Obligations and its material assets (other than
Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause
such new U.S. Subsidiary to deliver such proof of corporate action, incumbency
of officers, opinions of counsel and other documents as is consistent with those
delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial
Funding) upon the Closing Date or as the Administrative Agent shall have
requested, and to take such other action as the Administrative Agent shall
request to perfect the security interest in the Capital Stock and material
assets (other than Excluded Assets) of such new U.S. Subsidiary created pursuant
to the Loan Documents.

                                      -82-
<PAGE>

                           (b)  If at any time (i) the aggregate amount of
the Adjusted EBITDA of the Foreign Subsidiaries of the Borrower shall exceed ten
percent (10%) of the Adjusted EBITDA of Parent and its Subsidiaries, on a
Consolidated basis, or (ii) the aggregate amount of the assets of the Foreign
Subsidiaries of the Borrower shall exceed ten percent (10%) of the aggregate
amount of the assets of Parent and its Subsidiaries, on a Consolidated basis,
then notwithstanding any provision of this Agreement or any Loan Document to the
contrary, the Borrower shall either:

                                    (i)  cause the Foreign Subsidiaries of
the Borrower to guaranty the Secured Obligations and pledge their material
personal property assets to secure such guaranty and shall pledge (or cause the
relevant Subsidiaries to pledge) 100% of the equity of such Foreign Subsidiaries
of the Borrower; or

                                    (ii)  exclude the results of operations
and financial condition of the Foreign Subsidiaries of the Borrower from the
Financial Covenants in Article 7 (Financial Covenants) and provide separate
financial statements pursuant to Subsection 6.1.1 (Delivery of Quarterly
Financial Statements ) and Subsection 6.1.2 (Delivery of Annual Financial
Statements; Accountants' Certification) and a reconciliation of the financial
statements showing the effects of excluding the Foreign Subsidiaries of the
Borrower.

                           (c)  Notwithstanding the requirements set forth
in clause (a) above, the Borrower shall not be required to cause Enpath to
become a Subsidiary Guarantor hereunder until the Merger is consummated in
accordance with the definition of "Permitted Enpath Acquisition," the other
provisions in this Agreement and the Merger Agreement so long as the Merger is
consummated no later than the date specified in clause (h) of the definition of
"Permitted Enpath Acquisition."

            8.29  Further Assurances.

                  At its sole cost and expense, upon the reasonable request of
the Administrative Agent or the Majority Lenders, the Borrower shall, and shall
cause each of its Subsidiaries to, execute and deliver to the Administrative
Agent and the Lenders such further instruments and do or cause to be done such
further acts as may be necessary or proper in the reasonable opinion of the
Administrative Agent to carry out more effectively the provisions and purpose of
this Agreement and the other Loan Documents including (i) such landlord waivers
and bailee waivers as the Administrative Agent or the Majority Lenders shall
request and (ii) a control agreement for each deposit account and brokerage
account included in the Collateral, as the Administrative Agent or the Majority
Lenders shall request.

                                      -83-
<PAGE>

                                    ARTICLE 9

                                EVENTS OF DEFAULT

            9.1   Events of Default.

                  "Event of Default" wherever used herein means any one of the
following events (whatever the reason for such Event of Default, whether it
shall be voluntary or involuntary or be effected by operation of Law or pursuant
to any judgment, decree or order of any court, or any order, rule or regulation
of any administrative or governmental instrumentality):

                  9.1.1  Failure to Pay Principal or Reimbursement
Obligations. If the Borrower shall fail to make any payment of (a) the principal
of the Loans on the dates when the same shall become due and payable, whether at
stated maturity or at a date fixed for any installment or prepayment thereof or
otherwise or (b) reimbursement obligations in respect of Letters of Credit on
the dates when the same shall become due and payable; or

                  9.1.2  Failure to Pay Interest, Fees, Etc. If the Borrower
shall fail to make any payment of interest on the Loans, the Commitment Fees, or
any other amounts owing hereunder (other than principal of the Loans and
reimbursement obligations in respect of Letters of Credit) on the dates when
such interest, Commitment Fees or other amounts shall become due and payable,
and such failure continues for more than five (5) Business Days; or

                  9.1.3  Cross Default to Indebtedness. (a) If Parent,
Holdings, the Borrower or any of its Subsidiaries shall default (as payor or
guarantor or other surety) in the payment of any Indebtedness (other than
obligations which are covered in Subsections 9.1.1 (Failure to Pay Principal or
Reimbursement Obligations) and 9.1.2 (Failure to Pay Interest, Fees, Etc.)) and
the underlying obligation with respect to which a default has occurred
aggregates Two Million Five Hundred Thousand Dollars ($2,500,000) or more or
could result in a required payment of Two Million Five Hundred Thousand Dollars
($2,500,000) or more, or (b) if any event shall occur or condition shall exist
in respect of any such Indebtedness which would permit, or shall have caused,
the acceleration of the payment, time for payment or maturity of any such
Indebtedness; or

                  9.1.4  Other Cross-Defaults. If Parent, Holdings, the
Borrower or any of its Subsidiaries shall default in the payment when due or in
the performance or observance of any obligation (except obligations which are
covered in Subsections 9.1.1 (Failure to Pay Principal or Reimbursement
Obligations), 9.1.2 (Failure to Pay Interest, Fees, Etc.) and 9.1.3 (Cross
Default to Indebtedness)), whether now or hereafter incurred, which default
results in or could reasonably be expected to result in a required payment or
loss of revenue of Two Million Five Hundred Thousand Dollars ($2,500,000) or
more or results in or could reasonably be expected to result in a Material
Adverse Change; or

                                      -84-
<PAGE>

                  9.1.5  Misrepresentations. If any representation or
warranty made (a) by any Loan Party in this Agreement or in any other Loan
Document or (b) by the Borrower or any other Person (other than the
Administrative Agent, the Issuing Bank or a Lender) in any document, certificate
or statement furnished pursuant to this Agreement or any other Loan Document,
shall be false or misleading in any respect (or in any material respect if such
representation or warranty is not by its terms already qualified as to
materiality) when made or deemed made; or

                  9.1.6    Certain Covenant Defaults.

                           (a)  If there shall occur a default in the due
performance or observance of any term, covenant or agreement to be performed or
observed pursuant to Sections 8.9 (Existence) as it pertains to Subsidiaries of
the Borrower, 8.10 (Compliance with Laws), 8.13 (Compliance with ERISA), 8.15
(Maintenance of Properties), 8.16 (Maintenance of Records; Fiscal Year), 8.18
(Exchange of Notes), 8.28 (Certain Obligations Respecting Subsidiaries) or 8.29
(Further Assurances), in each case, to the extent such default shall continue
unremedied for a period of ten (10) or more Business Days if such default if
capable of being cured; or

                           (b)  If there shall occur a default in the due
performance or observance of any term, covenant or agreement to be performed or
observed pursuant to any of Article 6 (Reporting Requirements and Notices),
Article 7 (Financial Covenants), or Article 8 (Business Covenants) other than
pursuant to the Sections set forth in Subsection 9.1.6(a) (Certain Covenant
Defaults) above.

                  9.1.7  Other Covenant Defaults. If there shall occur any
default in the due performance or observance of any term, covenant or agreement
to be performed or observed pursuant to the provisions of this Agreement, other
than as provided in Subsections 9.1.1 (Failure to Pay Principal or Reimbursement
Obligations), 9.1.2 (Failure to Pay Interest, Fees, Etc.), 9.1.3 (Cross Default
to Indebtedness) and 9.1.6 (Certain Covenant Defaults), or any agreement
incidental hereto (other than as provided in Subsection 9.1.8 (Other Loan
Document Defaults; Security) and, if capable of being remedied, such default
shall continue unremedied for thirty (30) days after the commencement of such
default; or

                  9.1.8  Other Loan Document Defaults; Security. If any Loan
Party shall fail to perform any of its obligations under any Loan Documents
(after taking into account any applicable cure period set forth in such
agreements); or if the validity of this Agreement or any of the other Loan
Documents shall have been challenged or disaffirmed by or on behalf of any of
such parties thereto; or if, other than as a direct result of any action or
inaction of the Administrative Agent, the Issuing Bank or the Lenders, the Liens
created or intended to be created by any of the Loan Documents on any material
amount of collateral shall at any time cease to be valid and perfected first
priority Liens in favor of the Administrative Agent (for the benefit of the
Secured Parties), subject to no equal or prior Liens except Permitted Liens and
subject to Permitted Perfection Limitations; or if any court or other
Governmental Authority shall issue a judgment, order, decree or ruling to the
effect that any material covenant, agreement or obligation of any Loan Party
under any Loan Document is illegal, invalid or unenforceable; or

                  9.1.9  Custody or Control of Assets. If custody or control
of any substantial part of the property of the Borrower or the Guarantors shall
be assumed by any Governmental Authority or any court of competent jurisdiction,
or any other Person at the insistence of any Governmental Authority or any court
of competent jurisdiction; or

                                      -85-
<PAGE>

                  9.1.10 Discontinuance of Business. If the Borrower and its
Subsidiaries shall suspend for more than ten (10) Business Days or discontinue
their business or any Material Line of Business; or

                  9.1.11 Insolvency. (a) If Parent, Holdings, the Borrower or
any of its Subsidiaries shall (i) make an assignment for the benefit of
creditors or a composition with creditors, (ii) generally not be paying its
debts as they mature, (iii) admit its inability to pay its debts as they mature,
(iv) file a petition in bankruptcy, (v) become insolvent (howsoever such
insolvency may be evidenced), (vi) be adjudicated insolvent or bankrupt, (vii)
petition or apply to any tribunal for the appointment of any receiver,
custodian, liquidator or trustee of or for it or any substantial part of its
property or assets, or (viii) commence any proceeding relating to it under any
bankruptcy, reorganization, arrangement, readjustment of debt, receivership,
dissolution or liquidation Law or statute of any jurisdiction, whether now or
hereafter in effect; or (b) if there shall be commenced against Parent,
Holdings, the Borrower or any of its Subsidiaries any such proceeding and the
same shall not be dismissed within 30 days or an order, judgment or decree
approving the petition in any such proceeding shall be entered against Parent,
Holdings, the Borrower or any of its Subsidiaries; or (c) if Parent, Holdings,
the Borrower or any of its Subsidiaries shall have concealed, removed, or
permitted to be concealed or removed, any part of its property, with intent to
hinder, delay or defraud its creditors, or any of them, or shall have made or
suffered a transfer of any of its property which may be fraudulent under any
bankruptcy, fraudulent conveyance or similar Law; or (d) if Parent, Holdings,
the Borrower or any of its Subsidiaries shall have made any transfer of its
property to or for the benefit of a creditor which constitutes a preferential
transfer under any bankruptcy or similar Law; or (e) if Parent, Holdings, the
Borrower or any of its Subsidiaries shall have suffered or permitted, while
insolvent, any creditor to obtain a lien upon any of its property through legal
proceedings or distraint; or

                  9.1.12   Material Adverse Change.  If there shall occur
or be threatened any event, or if there shall exist any fact or condition, which
could result in a Material Adverse Change; or

                  9.1.13   Change of Control.  If there shall occur a
Change of Control; or

                  9.1.14   Subordination.  If the obligations purported to be
subject any subordination agreement in favor of the Administrative Agent cease
to be fully subordinated to all of the obligations under this Agreement; or

                  9.1.15   Interest Rate Protection Agreements.
If the Borrower or any of its Subsidiaries shall default in any payment or
performance of any obligations under any Interest Rate Protection Agreement
entered into with any Swap Party, regardless of the amount involved in such
default; or

                  9.1.16 Judgments. If any judgment or judgments or assessment
or assessments for the payment of money in excess of One Million Dollars
($1,000,000) in the aggregate (except to the extent covered by insurance) shall
be rendered against Parent, Holdings, the Borrower or any of its Subsidiaries
and such judgment remains either unstayed or unsatisfied for a period of thirty
(30) days or more; or

                                      -86-
<PAGE>

                  9.1.17 Change of Management. If there shall occur any event,
transaction or occurrence as a result of which (a) Thomas J. Hook shall cease to
serve in a key management position with the Borrower, (b) both of Thomas J.
Mazza and Anthony W. Borowicz shall cease to serve in key management positions
with the Borrower or (c) one of Thomas J. Mazza and Anthony W. Borowicz shall
cease to serve in a key management position with the Borrower, unless in the
case of (a) or (b), a replacement (or replacements in the case of clause (b)) of
comparable experience in the industry reasonably acceptable to the Majority
Lenders is employed in such capacity (or capacities) within ninety (90) days
after such event, transaction or occurrence and, in the case of (c) unless a
replacement of comparable experience in the industry reasonably acceptable to
the Majority Lenders is employed in such capacity within one hundred eighty
(180) days after such event, transaction or occurrence; or

                  9.1.18 Restricted Payment Default. If the holders of any
convertible debentures of Parent tender any such debentures for conversion at a
time when Parent has not made a physical settlement election except to the
extent that the Borrower is permitted to make Restricted Payments to satisfy
Parent's obligations arising out of such conversion under Subsection 8.4.2
(Permitted Debenture Payments).

            9.2   Acceleration; Remedies.

                  9.2.1  Acceleration upon Insolvency. Upon the occurrence
of any event described in Subsection 9.1.11 (Insolvency), the entire unpaid
principal balance of the Notes, and interest accrued and premium, if any,
thereon, and any unpaid accrued Commitment Fees and all other amounts accrued
hereunder or under the other Loan Documents, shall be immediately due and
payable by the Borrower and the Commitments shall terminate without presentment,
demand, protest, notice of protest or other notice of dishonor of any kind, all
of which are hereby expressly waived by the Borrower.

                  9.2.2  Acceleration upon Other Defaults. Upon the
occurrence of any Event of Default other than any event described in Subsection
9.1.11 (Insolvency), or at any time thereafter if any Event of Default shall
then be continuing, the Administrative Agent shall, if directed by the Majority
Lenders, (a) by written notice to the Borrower, declare the entire unpaid
principal balance or any portion of the principal balance of all or any of the
Notes, and interest accrued and premium, if any, thereon and any unpaid accrued
Commitment Fees and all other amounts accrued hereunder or under the other Loan
Documents, to be immediately due and payable by the Borrower, and/or (b)
terminate the Commitment.

                  9.2.3  Remedies in General. In the event of acceleration
pursuant to Subsection 9.2.1 (Acceleration upon Insolvency) or Subsection 9.2.2
(Acceleration upon Other Defaults), all principal and interest, premium, fees,
and other amounts shall thereupon become and be immediately due and payable,
without presentation, demand, protest, notice of protest or other notice of
dishonor of any kind, all of which are hereby expressly waived by the Borrower;
and the Administrative Agent (acting directly or through appointment of one or
more trustees of the Administrative Agent's choosing) may proceed to protect and
enforce its rights and those of the Issuing Bank and the Lenders under the Loan
Documents in any manner or order it deems expedient without regard to any
equitable principles of marshalling or otherwise. In addition to all other
rights hereunder or under Law, the Administrative Agent shall have the right to
institute proceedings in equity or other appropriate proceedings for the
specific performance of any covenant or agreement made in any of the Loan
Documents or for an injunction against the violation of any of the terms of any
of the Loan Documents or in aid of the exercise of any power granted in any of
the Loan Documents or by Law or otherwise. Further, the Agent shall be entitled
to the appointment of a trustee or receiver for all or any part of the
businesses of the Borrower or any of its Subsidiaries, which trustee or receiver
shall have such powers as may be conferred by the appointing authority. All
rights and remedies given by this Agreement, the Notes and the other Loan
Documents are cumulative and not exclusive of any of such rights or remedies or
of any other rights or remedies available to the Administrative Agent, the
Issuing Bank or any Lender, and no course of dealing between the Borrower or any
of its Subsidiaries, on one hand, and the Administrative Agent, the Issuing Bank
or any Lender, on the other hand, or any delay or omission in exercising any
right or remedy shall operate as a waiver of any right or remedy, and every
right and remedy may be exercised from time to time and as often as shall be
deemed appropriate by the Administrative Agent.

                                      -87-
<PAGE>

            9.3   Proceeds of Collateral.

                  Following an Event of Default and acceleration of the
Obligations, the Administrative Agent shall apply proceeds of Collateral as
follows:

                  First, to payment of that portion of the Secured Obligations
         constituting fees, expenses (including, without limitation, expenses
         relating to attorneys' fees and other professionals' fees), indemnities
         and other amounts due to the Administrative Agent in its capacity as
         such;

                  Second, to payment of that portion of the Secured Obligations
         constituting accrued and unpaid interest and accrued and unpaid
         Commitment Fees or other fees, ratably amongst the Secured Parties in
         proportion to the respective amounts described in this clause "Second"
         due to them;

                  Third, to payment of that portion of the Secured Obligations
         constituting unpaid principal of the Loans, reimbursement obligations
         under Letters of Credit and obligations arising out of Interest Rate
         Protection Agreements, ratably amongst the Lenders in proportion to the
         respective amounts described in this clause "Third" due to them;

                  Fourth, to payment of all other Secured Obligations, ratably
         amongst the Secured Parties in proportion to the respective amounts
         described in this clause "Fourth" due to them; and

                  Finally, the balance, if any, after all of the Secured
         Obligations have been satisfied, to the Borrower or its applicable
         Subsidiary or as otherwise required by Law.


                                      -88-
<PAGE>

                                   ARTICLE 10

                                     AGENCY

            10.1  Appointment and Authority.

                  Each of the Lenders and the Issuing Bank hereby irrevocably
appoints M&T to act on its behalf as the Administrative Agent hereunder and
under the other Loan Documents and 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 hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the
Issuing Bank, and neither the Borrower nor any other Loan Party shall have
rights as a third party beneficiary of any of such provisions. Without limiting
the generality of the foregoing, the Lenders and the Issuing Bank hereby
authorize the Administrative Agent (in its sole discretion):

                           (a)  in connection with the sale or other
disposition of any asset included in the Collateral or all of the Capital Stock
of any Guarantor, to the extent undertaken in accordance with the terms of this
Agreement, to release a Lien granted to it (for the benefit of the Secured
Parties) on such asset or Capital Stock and/or to release such Guarantor from
its obligations hereunder;

                           (b)  to determine that the cost to the Borrower
is disproportionate to the benefit to be realized by the Administrative Agent,
the Lenders and the other Secured Parties by perfecting a Lien in a given asset
or group of assets included in the Collateral and that the Borrower should not
be required to perfect such Lien in favor of the Administrative Agent (for the
benefit of the Secured Parties);

                           (c)  to appoint subagents to be the holder of
record of a Lien to be granted to the Administrative Agent (for the benefit of
the Secured Parties) or to hold on behalf of the Administrative Agent the
Collateral or instruments relating thereto;

                           (d)  to enter into and perform its obligations
under the other Loan Documents; and

                           (e)  to execute and deliver the agreements
contemplated by Section 11.5 (Amendments, Waivers and
Consents).

            10.2  Rights as a Lender.

                  The Person serving as the 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 the
term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless
the context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.

                                      -89-
<PAGE>

            10.3  Exculpatory Provisions.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, the Administrative
Agent

                           (a)  shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default or an Event of Default has
occurred and is continuing,

                           (b)  shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents
that the Administrative Agent is required to exercise as directed in writing by
the Majority Lenders (or such other number or percentage of the Lenders as shall
be expressly provided for herein or in the other Loan Documents), provided that
the Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable Law, and

                           (c)  shall not, except as expressly set forth
herein and in the other Loan Documents, have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to the Borrower
or any of its Affiliates that is communicated to or obtained by the Person
serving as the 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 (i) with the consent or at the request of the Majority
Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 11.5 (Amendments,
Waivers and Consents) and 9.2 (Acceleration; Remedies) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Event of Default unless and until notice
describing such Event of Default is given to the Administrative Agent by the
Borrower, a Lender or the Issuing Bank which notice states that it is a "Notice
of Default" or a "Notice of an Event of Default."

                  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 this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement,
any other Loan Document or any other agreement, instrument or document or (v)
the satisfaction of any condition set forth in Article 4 (Conditions to Fundings
and Issuances of Letters of Credit) or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.

                                      -90-
<PAGE>

            10.4  Reliance by 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
(including any electronic message, Internet or intranet posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person. The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it to
have been made by the proper Person, and shall not incur any liability for
relying thereon. In determining compliance with any condition hereunder to the
making of a Loan, or the issuance of a Letter of Credit, that by its terms must
be fulfilled to the satisfaction of a Lender or the Issuing Bank, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the Issuing Bank unless the Administrative Agent shall have received
notice to the contrary from such Lender or the Issuing Bank prior to the making
of such Loan or the issuance of such Letter of Credit. The Administrative Agent
may consult with legal counsel (who may be counsel for the Borrower),
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.

            10.5  Delegation of Duties.

                  The Administrative Agent may perform any and all of its duties
and exercise its rights and powers hereunder or under any other Loan Document 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 of its
duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article 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.

            10.6  Resignation of Administrative Agent.

                  The Administrative Agent may at any time give notice of its
resignation to the Lenders, the Issuing Bank and the Borrower. Upon receipt of
any such notice of resignation, the Majority Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a Lender,
or an Affiliate of a Lender. If no such successor shall have been so appointed
by the Majority Lenders 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 on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent meeting the qualifications set
forth above, provided that if the Administrative Agent shall notify the Borrower
and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents (except that
in the case of any collateral security held by the Administrative Agent on
behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the
retiring Administrative Agent shall continue to hold such collateral security
until such time as a successor Administrative Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the Issuing Bank directly, until such time as the Majority Lenders appoint a
successor Administrative Agent as provided for above in this paragraph. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring (or retired) Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this paragraph). The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the retiring Administrative Agent's resignation
hereunder and under the other Loan Documents, the provisions of this Article 10
and Section 11.14 (Expenses; Indemnity; Damage Waiver) 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 the retiring Administrative Agent was acting as
Administrative Agent.

                                      -91-
<PAGE>

            10.7  Non-Reliance on Administrative Agent and Other Lenders.

                  Each Lender and the Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties 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 and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties 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 Loan Document or any related
agreement or any document furnished hereunder or thereunder.

            10.8  Other Agents. No Documentation Agent or Syndication Agent
   shall have any duties hereunder. No Documentation Agent or Syndication Agent
   shall be liable to any party hereto for any actions such Person may take or
   fail to take in its capacity as Documentation Agent or Syndication Agent, as
   applicable, except for liability arising as a result of such Person's own
   gross negligence or willful misconduct.

                                   ARTICLE 11

                                  MISCELLANEOUS

            11.1  Notices; Effectiveness; Electronic Communication.

                  11.1.1 Notices Generally. Except in the case of notices and
other communications expressly permitted to be given by telephone (and except as
provided in Subsection 11.1.2 (Electronic Communications)), 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 telecopier as follows:

                                      -92-
<PAGE>

                           (a) if to the Borrower or any other Loan Party,
to it at 9645 Wehrle Drive, Clarence New York 14031, Attention of Anthony W.
Borowicz (Telecopier No. (716) 759-5614; Telephone No. (716) 759-5809) and
Timothy G. McEvoy (Telecopier No. (716) 759-5815); Telephone No. (716)759-5623
and a copy to Hodgson Russ LLP, 140 Pearl Street, Suite 100, Buffalo, NY
14202-4040 (Telecopier No. (716)819-4643; Telephone No. (716) 848-1277)
Attention of John P. Amershadian (which copy shall not constitute notice);

                           (b) if to the Administrative Agent, to it at
One Fountain Plaza, Buffalo, New York, 14203, Attention: Michael Prendergast
(Telecopier No. (716) 848-7318; Telephone No. (716) 848-7304) and a copy to 25
South Charles Street, 12th Floor, Baltimore, Maryland 21201, Attention of Hugh
Giorgio (Telecopier No. (410) 244-4477; Telephone No. (410) 244-3849) and a copy
to Drinker Biddle & Reath, LLP, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103 (Telecopier No. (215) 988-2757; Telephone No.
(215) 988-2665) Attention of Jill Bronson (which copy shall not constitute
notice);

                           (c)  if to the Issuing Bank, to it at One
Fountain Plaza, Buffalo, New York, 14203, Attention: Michael Prendergast
(Telecopier No. (716) 848-7318; Telephone No. (716) 848-7304) and a copy to 25
South Charles Street, 12th Floor, Baltimore, Maryland 21201, Attention of Hugh
Giorgio (Telecopier No. (410) 244-4477; Telephone No. (410) 244-3849) and a copy
to Drinker Biddle & Reath, LLP, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103 (Telecopier No. (215) 988-2757; Telephone No.
(215) 988-2665) Attention of Jill Bronson (which copy shall not constitute
notice); and

                           (d)  if to a Lender, to it at its address (or
telecopier number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in Subsection 11.1.2 (Electronic Communications), shall be effective as
provided in Subsection 11.1.2 (Electronic Communications). In the event of a
discrepancy between any telephonic and any written notice, the written notice
shall control. Any Lender giving any notice to the Borrower shall send
simultaneously a copy of such notice to the Administrative Agent.

                  11.1.2 Electronic Communications. Notices and other
communications to the Lenders and the Issuing Bank hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender or Issuing Bank
pursuant to Section 2.12 (Mechanics of Payments; Lender Payments) or Subsection
3.1.7 (Participation by Lenders). If such Lender or Issuing Bank, as applicable,
has notified the Administrative Agent that is incapable of receiving notices
under such Sections by electronic communication, the Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.

                                      -93-
<PAGE>

                  Unless the Administrative Agent otherwise prescribes, (a)
notices and other communications sent to an e-mail address shall be deemed
received upon the sender's receipt of an acknowledgement from the intended
recipient (such as by the "return receipt requested" function, as available,
return e-mail or other written acknowledgement), provided that if such notice or
other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the
opening of business on the next business day for the recipient, and (b) notices
or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (a) of notification that such notice or
communication is available and identifying the website address therefor.

                  11.1.3 Change of Address, Etc. Any party hereto may change its
address or telecopier number for notices and other communications hereunder by
notice to the other parties hereto.

            11.2  Survival of Representations.

                  All representations and warranties contained in the Loan
Documents shall survive the making of the Loans and the issuance of the Letters
of Credit and shall not be waived by the execution and delivery of this
Agreement or any investigation by the Administrative Agent, the Issuing Bank or
the Lenders.

            11.3  No Implied Waivers.

                  No failure or delay on the part of the Administrative Agent,
the Issuing Bank or any Lender in exercising any right, power or privilege under
the Loan Documents and no course of dealing between the Borrower or any of its
Subsidiaries, on the one hand, and the Administrative Agent, the Issuing Bank or
any Lender, on the other hand, shall operate as a waiver of any such right,
power or privilege. No single or partial exercise of any right, power or
privilege under the Loan Documents precludes any other or further exercise of
any such right, power or privilege or the exercise of any other right, power or
privilege. The rights and remedies expressly provided in the Loan Documents are
cumulative and not exclusive of any rights or remedies which the Administrative
Agent, the Issuing Bank or any Lender would otherwise have. No notice to or
demand on the Borrower in any case shall entitle the Borrower to any other or
further notice or demand in similar or other circumstances or shall constitute a
waiver of the right of the Administrative Agent, the Issuing Bank or any Lender
to take any other or further action in any circumstances without notice or
demand. Any waiver that is given shall be effective only if in writing and only
for the limited purposes expressly stated in the applicable waiver.

            11.4  Severability.

                  Every provision of the Loan Documents is intended to be
severable. If any term or provision of the Loan Documents shall be invalid,
illegal or unenforceable for any reason, the validity, legality and
enforceability of the remaining provisions shall not be affected or impaired
thereby. Any invalidity, illegality or unenforceability of any term or provision
of the Loan Documents in any jurisdiction shall not affect the validity,
legality or enforceability of any such term or provision in any other
jurisdiction.

                                      -94-
<PAGE>

            11.5  Amendments, Waivers and Consents.

                  11.5.1 In General. This Agreement and the other Loan Documents
may not be amended or modified except by a written instrument describing such
amendment or modification executed by the Borrower and the Administrative Agent
with the consent of the Lenders as provided in this Subsection 11.5.1. With the
written consent of the Majority Lenders, the Administrative Agent may, on behalf
of the Lenders, enter into agreements that modify, amend or supplement this
Agreement or any other Loan Document, and with such consent, the Administrative
Agent may waive compliance with any provision of any of the Loan Documents, all
as referred to in this Subsection 11.5.1. However, no such modification,
amendment, supplement or waiver shall:

                           (a)  increase the maximum amount of the
Commitment of any Lender without such Lender's written consent;

                           (b)  extend the Maturity Date other than
pursuant to Subsection 2.1.9 (Extension of Maturity Date) or any scheduled
amortization or date for payment of principal or interest on the Loans of any
Lender without such Lender's written consent,

                           (c)  amend the interest rate provisions hereof
to decrease the rate of interest, provided that the written consent of the
Majority Lenders, rather than the consent of all Lenders, shall be sufficient to
waive imposition of the Default Rate pursuant to Subsection 2.8.6 (Default
Rate),

                           (d)  reduce the amount of the fees payable
under Subsection 2.7.1 (Commitment Fees), Subsection 3.1.6 (Fees) or other fees,
payable to any Lender without such Lender's written consent,

                           (e)  amend, modify or waive the provisions of
this Section 11.5,

                           (f)  amend or modify the definition of
"Majority Lenders" without each Lender's written consent,

                           (g)  release all or substantially all of the
guaranties or all or substantially all of the Collateral that secures the
Obligations without each Lender's written consent; provided however, the
Administrative Agent may without the consent of any Person release any guarantor
or any Collateral granted pursuant to the Loan Documents and file UCC-3
termination statements or statements of amendment or take other appropriate
action (i) as a court of competent jurisdiction may direct, (ii) in connection
with a disposition (other than to the Borrower or any of its Subsidiaries)
permitted under Subsection 8.7.2 (Sales and Other Dispositions) or as otherwise
provided under the Loan Documents, or (iii) if, in accordance with this
Agreement, cash proceeds from any sale or transfer of the Collateral are used to
prepay outstanding sums due under this Agreement or are reinvested in the
Borrower and its Subsidiaries, or

                                      -95-
<PAGE>

                           (h)  waive an Event of Default under Subsection
9.1.1 (Failure to Pay Principal or Reimbursement
Obligations) or 9.1.2 (Failure to Pay Interest, Fees, Etc.) (other than in
respect of the imposition of the Default Rate) after such Event of Default shall
have occurred without each Lender's written consent (but the Majority Lenders
may direct the Administrative Agent to forbear under such circumstances).

                  11.5.2 Other Amendments. No modification, amendment,
supplement or waiver of any provision of this Agreement shall be made that would
reduce or extend the date of payment for reimbursement obligations in respect of
Letters of Credit without the consent of the Issuing Bank and all Lenders having
a participation interest therein.

                  11.5.3 Exception. Notwithstanding the foregoing provisions of
this Section 11.5 or anything to the contrary contained in this Agreement, any
Lender that has requested that it not receive material, non-public information
concerning the Borrower, and that is therefore unable or unwilling to vote with
respect to an issue arising under this Agreement, will agree to vote, and will
be deemed to have voted, its Commitment under this Agreement pro rata in
accordance with the percentage of Commitments voted in favor of, and the
percentage of Commitments voted against, any such issue under this Agreement.

            11.6  Successors and Assigns.

                  11.6.1 Successors and Assigns Generally. 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
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (a) to an Eligible Assignee in accordance
with the provisions of Subsection 11.6.2 (Assignments by Lenders), (b) by way of
participation in accordance with the provisions of Subsection 11.6.4
(Participations) or (c) by way of pledge or assignment of a security interest
subject to the restrictions of Subsection 11.6.6 (Certain Pledges) (and any
other attempted assignment or transfer by any party hereto 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, Participants to the extent provided in
Subsection 11.6.4 (Participations) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

                  11.6.2 Assignments by Lenders. Any Lender may at any time
assign to one or more Eligible 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); provided that any such assignment shall
be subject to the following conditions:

                           (a)      Minimum Amounts.

                                    (i)  In the case of an assignment of
the entire remaining amount of the assigning Lender's Commitment and the Loans
at the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and

                                      -96-
<PAGE>

                                    (ii)  in any case not described in the
preceding paragraph (i), the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the applicable Commitment
is not then in effect, the principal outstanding balance of the Loans of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if "Trade Date" is specified in the Assignment and
Assumption, as of the Trade Date) shall not be less than Five Million Dollars
($5,000,000), unless each of the Administrative Agent and, so long as no Default
or Event of Default has occurred and is continuing, the Borrower otherwise
consent (each such consent not to be unreasonably withheld or delayed).

                           (b)  Proportionate Amounts. 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 with respect to
the Loan or Commitment assigned, except that this paragraph (b) shall not
prohibit any Lender from assigning all or a portion of its rights and
obligations among separate tranches on a non-pro rata basis.

                           (c)  Required Consents. No consent shall be
required for any assignment except to the extent required by paragraph (a) of
this Subsection 11.6.2 and, in addition:

                                    (i) the consent of the Borrower (such
consent not to be unreasonably withheld or delayed) shall be required unless (x)
a Default or Event of Default has occurred and is continuing at the time of such
assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an
Approved Fund; and

                                    (ii)  the consent of the Administrative
Agent and Issuing Bank (each such consent not to be unreasonably withheld or
delayed) shall be required for assignments in respect of a RC Loan or Commitment
if such assignment is to a Person that is not a Lender, an Affiliate of such
Lender or an Approved Fund with respect to such Lender.

                           (d)  Assignment and Assumption. The parties to
each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of
$3,500, and the assignee, if it is not a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.

                           (e)  No Assignment to Borrower. No such
assignment shall be made to the Borrower or any of the Borrower's Affiliates or
Subsidiaries.

                           (f)  No Assignment to Natural Persons. No such
assignment shall be made to a natural person.

                                      -97-
<PAGE>

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to Subsection 11.6.3 (Register), from and after the effective date specified in
each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, 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 Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption 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 Subsection 2.8.5 (Breakage), Section 2.9
(Increased Costs; Unavailability) and Section 11.14 (Expenses; Indemnity; Damage
Waiver) with respect to the facts and circumstances occurring prior to the
effective date of such assignment. 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
Subsection 11.6.4 (Participations).

                  11.6.3 Register. The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, shall maintain at one of its offices
in the United States a copy of each Assignment and Assumption delivered to it
and a register for the recordation of the names and addresses of the Lenders,
and the Commitments 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 Borrower, 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 the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

                  11.6.4   Participations.

                           (a)  Any Lender may at any time, without the
consent of, or notice to, the Administrative Agent or the
Borrower, sell participations to any Person (other than a natural person or the
Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a
"Participant") in all or a portion of such Lender's rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the
Loans owing to it); provided that (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 Borrower, the Administrative Agent, the Lenders and the Issuing
Bank shall continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under this Agreement. Any Lender may
furnish any information concerning the Borrower in its possession from time to
time to prospective Participants, provided that such Lender shall require any
such prospective Participants to agree in writing to maintain the
confidentiality of such information as provided in Section 11.13 (Treatment of
Certain Information; Confidentiality; Advertisement).

                           (b)  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 this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver with respect to the matters specifically referred to in
clauses (a), (b), (c) and (g) of Section 11.5 (Amendments, Waivers and
Consents). Subject to clause (b) of this Subsection 11.6.4 (Participations), the
Borrower agrees that each Participant shall be entitled to the benefits of
Subsection 2.8.5 (Breakage) and Section 2.9 (Increased Costs; Unavailability) to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Subsection 11.6.2 (Assignments by Lenders). To the extent
permitted by Law, each Participant also shall be entitled to the benefits of
Section 11.11 (Right of Setoff) as though it were a Lender, provided that such
Participant agrees to be subject to Subsection 2.11.5 (Sharing of Payments by
Lenders) as though it were a Lender.

                                      -98-
<PAGE>

                  11.6.5 Limitations upon Participant Rights. A Participant
shall not be entitled to receive any greater payment under Section 2.9
(Increased Costs; Unavailability) than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.13
(Taxes) unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Subsection 2.13.5 (Status of Lenders) as though it were a Lender.

                  11.6.6 Certain Pledges. 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 without limitation any
pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

            11.7  Calculations and Financial Data.

                  Except as otherwise provided in this Agreement, calculations
under this Agreement shall be made and financial data and terms referred to in
this Agreement shall be prepared and interpreted both as to classification of
items and as to amounts in accordance with GAAP.

            11.8  Descriptive Headings.

                  The descriptive headings of the several sections of this
Agreement are inserted for convenience only and shall not affect the meaning or
construction of any of the provisions of this Agreement.

            11.9  Governing Law; Jurisdiction; Etc.

                  11.9.1   Governing Law.  This Agreement shall be governed
by, and construed in accordance with, the Law of the State of New York
(excluding the Laws applicable to conflicts or choice of law).

                  11.9.2 Submission to Jurisdiction. The Borrower irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the courts of the State of New York in Erie County and of the
United States District Court of the Western District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any other Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto 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 court or, to the
fullest extent permitted by applicable 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 in
any other Loan Document shall affect any right that the Administrative Agent,
any Lender or the Issuing Bank may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against the
Borrower or its properties in the courts of any jurisdiction.

                                      -99-
<PAGE>

                  11.9.3 Waiver of Venue. The Borrower irrevocably and
unconditionally waives, to the fullest extent permitted by applicable Law, any
objection that it may now or hereafter have to the laying of venue of any action
or proceeding arising out of or relating to this Agreement or any other Loan
Document in any court referred to in Subsection 11.9.2 (Submission to
Jurisdiction). Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by applicable Law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court. The Borrower
irrevocably waives, to the fullest extent permitted by applicable Law, any right
to bring any action or proceeding against (a) the Administrative Agent in any
court outside the county of Erie, State of New York, or (b) the Issuing Bank or
any other Lender other than a state within the United States designated by the
Issuing Bank or such Lender.

                  11.9.4 Service of Process. Each party hereto irrevocably
consents to service of process in the manner provided for notices in Section
11.1 (Notices; Effectiveness; Electronic Communication). Nothing in this
Agreement will affect the right of any party hereto to serve process in any
other manner permitted by applicable Law.

            11.10 Maximum Lawful Interest Rate.

                  If, at any time, the rate of interest, together with all
amounts that constitute interest and that are reserved, charged or taken
hereunder as compensation for fees, services or expenses incidental to the
making, negotiating or collecting of the Loans, shall be deemed by a court of
law with competent jurisdiction, a governmental agency or a tribunal to exceed
the maximum rate of interest permitted to be charged by the Lenders to the
Borrower under applicable Law, if such interest, fees and expenses are in excess
of the maximum amount permitted by applicable Law, then, during such time as
such rate of interest would be deemed excessive, that portion of each sum paid
attributable to that portion of such interest rate that exceeds the maximum rate
of interest so permitted shall be deemed a voluntary prepayment of the unpaid
principal amount due pursuant to this Agreement and the Notes. As used in this
Section 11.10, the term "applicable Law" shall mean the Law in effect as of the
date hereof; provided, however, that in the event there is a change in the Law
that results in a higher permissible rate of interest, then this Agreement shall
be governed by such new Law as of its effective date.

                                     -100-
<PAGE>

            11.11 Right of Setoff.

                  If an Event of Default shall have occurred and be continuing,
each Lender, the Issuing Bank, and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
applicable Law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Lender, the
Issuing Bank or any such Affiliate to or for the credit or the account of the
Borrower or any other Loan Party against any and all of the obligations of the
Borrower or any other Loan Party now or hereafter existing under this Agreement
or any other Loan Document to such Lender or the Issuing Bank, irrespective of
whether or not such Lender or the Issuing Bank shall have made any demand under
this Agreement or any other Loan Document and although such obligations of the
Borrower or any other Loan Party may be contingent or unmatured or are owed to a
branch or office of such Lender or the Issuing Bank different from the branch or
office holding such deposit or obligated on such indebtedness. The rights of
each Lender, the Issuing Bank and their respective Affiliates under this Section
are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the Issuing Bank or their respective Affiliates may have. Each
Lender and the Issuing Bank agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application, provided that the failure
to give such notice shall not affect the validity of such setoff and
application. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL THAT SECURES THE LOANS, PRIOR TO
EXERCISING ITS RIGHT TO SET-OFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED.

            11.12 Counterparts; Integration; Effectiveness;
Electronic Execution.

                  11.12.1 Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto in
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 Loan Documents and any separate fee letters or other 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 Article 4 (Conditions to
Fundings and Issuance of Letters of Credit), 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 that, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                                     -101-
<PAGE>

                  11.12.2 Electronic Execution of Assignments. The words
"execution," "signed," "signature," or words of like import in any Assignment
and Assumption shall be deemed to include electronic signatures or the keeping
of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state Laws based on the Uniform Electronic
Transactions Act.

            11.13 Treatment of Certain Information;
Confidentiality; Advertisement.

                  11.13.1 Confidentiality. Each of the Administrative Agent, the
Lenders and the Issuing Bank agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' respective partners, directors, officers, employees and
agents, including accountants, legal counsel and other advisors (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 purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable Laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
Interest Rate Protection Agreement with any Lender or any of its Affiliates or
any action or proceeding relating to this Agreement or any other Loan Document
or any Interest Rate Protection Agreement with any Lender or any of its
Affiliates or the enforcement of rights hereunder or thereunder, (f) subject to
an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with
the consent of the Borrower or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender, the Issuing Bank or
any of their respective Affiliates on a nonconfidential basis from a source
other than the Borrower. Notwithstanding the foregoing, any Lender may disclose
Information, without notice to Borrower, to governmental regulatory authorities
in connection with any regulatory examination of such Lender or in accordance
with such Lender's regulatory compliance policy.

                  11.13.2 Information. For purposes of this Section 11.13,
"Information" means all information received from the Borrower or any of its
Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their
respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the Issuing Bank on a nonconfidential basis
prior to disclosure by the Borrower or any of its Subsidiaries, provided that,
in the case of information received from the Borrower or any of its Subsidiaries
after the date hereof, such information is clearly identified at the time of
delivery as confidential. 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 such Person would
accord to its own confidential information.

                                     -102-
<PAGE>

                  11.13.3 Advertisement. The Borrower hereby authorizes the
Administrative Agent to publish the name of the Borrower and the amount of the
financing evidenced hereby in any "tombstone" or comparable advertisement which
the Administrative Agent elects to publish. In addition, the Borrower agrees
that the Administrative Agent may provide lending industry trade organizations
with information necessary and customary (including, without limitation, the
amount and type of facilities, the rates and counsel's name) for inclusion in
league table measurements after the Closing Date. Without limiting the
generality of the foregoing, the Borrower acknowledges and agrees to the
disclosure by the Administrative Agent after the Closing Date of information
relating to the Loans to Gold Sheets, and other similar bank trade publications,
with such information to consist of deal terms consisting of (i) the Borrower's
name, (ii) principal loan amounts, (iii) interest rate, (iv) term length and (v)
commitment fees and other fees to the Lenders in the syndicate, the identity of
their attorneys and other information customarily found in such publications.

            11.14 Expenses; Indemnity; Damage Waiver.

                  11.14.1 Costs and Expenses. The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent (and fees and time charges and disbursements for
attorneys who may be employees of the Administrative Agent), in connection with
the syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder, (iii) all out-of-pocket expenses incurred by the
Administrative Agent, any Lender or the Issuing Bank including the fees, charges
and disbursements of any counsel for the Administrative Agent, any Lender or the
Issuing Bank (and fees and time charges for attorneys who may be employees of
the Administrative Agent, any Lender or the Issuing Bank), in connection with
the enforcement or protection of its rights in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including,
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit, and (iv) any civil
penalty or fine assessed by the U.S. Department of the Treasury's Office of
Foreign Assets Control against, and all reasonable costs and expenses (including
counsel fees and disbursements) incurred in connection with defense thereof by
the Administrative Agent, the Issuing Bank or any Lender as a result of the
funding of Loans, the issuance of Letters of Credit, the acceptance of payments
or of Collateral due under the Loan Documents.

                  11.14.2 Indemnification by the Borrower. The Borrower shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
the Issuing Bank, 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 (including the fees, charges and disbursements of any counsel for any
Indemnitee and fees and time charges and disbursements for attorneys who may be
employees of any Indemnitee), incurred by or asserted against any Indemnitee by
any third party or by the Borrower or any other Loan Party arising out of, in
connection with, or as a result of (a) the execution or delivery of this


                                     -103-
<PAGE>

Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the transactions contemplated
hereby or thereby, (b) any Loan or Letter of Credit or the use or proposed use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (c) any actual or alleged presence or Release of Hazardous
Substances on or from any property owned or operated by the Borrower or any of
its Subsidiaries, or any environmental liability related in any way to the
Borrower or any of its Subsidiaries, or (d) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory whether brought by a third
party or by the Borrower or any other Loan Party and regardless of whether any
Indemnitee is a party thereto, provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim
brought by the Borrower or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee's obligations hereunder or under any other Loan
Document if the Borrower or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.

                  11.14.3 Reimbursement by Lenders. To the extent that the
Borrower fails to pay any amount required under Subsections 11.14.1 (Costs and
Expenses) and 11.14.2 (Indemnification by the Borrower) to be paid by it to the
Administrative Agent (or any sub-agent thereof), the Issuing Bank or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent) or its Related Party, as the case
may be, such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that 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 any such sub-agent) or the Issuing
Bank in its capacity as such, or against any Related Party of any of the
foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing
Bank in connection with such capacity. The obligations of the Lenders under this
Subsection 11.14.3 are subject to the provisions of Section 2.5 (Lenders'
Obligations Several).

                  11.14.4 Waiver of Consequential Damages, Etc. To the fullest
extent permitted by applicable Law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, 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, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof. No Indemnitee referred to in
Subsection 11.14.2 (Indemnification by the Borrower) shall be liable for any
damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or
other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby.

                                     -104-
<PAGE>

                  11.14.5 Payments. All amounts due under this Section 11.14
shall be payable promptly after demand therefor.

            11.15 Certification of Amounts.

                  The certification by the Administrative Agent, the Issuing
Bank or a Lender of the amount of liabilities, losses, costs, expenses, claims
and/or charges pursuant to Section 11.14 (Expenses; Indemnity; Damage Waiver)
shall be conclusive if such amounts have been computed or reached in a
reasonable manner.

            11.16 Termination of Security; Partial Release of Security.

                  11.16.1 Termination of Security. At such time as no Secured
Party has any commitment to make financial accommodations to the Borrower
pursuant to the terms hereof and all the Secured Obligations have been
indefeasibly paid and performed in full, then the security provided for in the
Loan Documents shall terminate, provided, however, that all indemnities of the
Borrower and each other Loan Party contained in this Agreement or any other Loan
Document shall survive and remain operative and in full force and effect
regardless of the termination of such security.

                  11.16.2 Partial Release of Security. Effective upon the
closing of a disposition of any Collateral to any Person (other than the
Borrower or any of its Subsidiaries) and the application of proceeds thereof in
conformity with the provisions of this Agreement, the Lien of the Administrative
Agent on the assets subject to such disposition shall terminate and upon receipt
by the Administrative Agent of a certification to such effect from the chief
financial officer of the Borrower, the security interest granted under the Loan
Documents in the Collateral so disposed of shall terminate and the
Administrative Agent shall deliver such releases as may be appropriate,
provided, however, the security interest granted under the Loan Documents in all
remaining Collateral shall remain in full force and effect.

            11.17 Waiver of Jury Trial.

                  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN 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 PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                                     -105-
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            11.18 Patriot Act Notice.

                  To help fight the funding of terrorism and money laundering
activities, Federal Law requires all financial institutions to obtain, verify
and record information that identifies each Person who opens an account. For
purposes of this Section 11.18, account shall be understood to include loan
accounts.


                                     -106-
<PAGE>



         IN WITNESS WHEREOF, the Borrower, the Administrative Agent, the Issuing
Bank and the Lenders have caused this Agreement to be duly executed by their
respective duly authorized officers as of the date first above written.

                                    GREATBATCH LTD.

                                    By:   /s/ Thomas J. Mazza
                                    --------------------------------
                                    Name: Thomas J. Mazza
                                    Title: Senior Vice President and
                                    Chief Financial Officer

                       Signature Page to Credit Agreement
<PAGE>

                     MANUFACTURERS AND TRADERS TRUST
                     COMPANY, in its capacity as the Administrative Agent,
                     the Issuing Bank, the
                     Swing Lender and a Lender

                     By: /s/ Michael J. Prendergast
                     -------------------------------
                     Name: Michael J. Prendergast
                     Title: Vice President



                     Wire Transfer Information
                     -------------------------------
                     ABA Number: 022000046
                     Account Number: 3086001950200
                     Attention: Adam Capizzi
                     Re: Greatbatch, Inc.

                         Signature Page to Credit Agreement





<PAGE>

List of Addenda (Exhibits and Schedules)

EXHIBITS

Exhibit A-1   Form of RC Note (ss.2.6)
Exhibit A-2   Form of Swing Note (ss.2.6)
Exhibit B     Form of Request for Advance (ss.2.3)
Exhibit C     Form of LIBOR Election (ss.2.8.4)
Exhibit D     Form of Security Agreement (ss.4.1.3)
Exhibit E-1   Form of Subsidiary Guaranty and Suretyship Agreement (ss.4.1.4)
Exhibit E-2   Form of Parent Guaranty and Suretyship Agreement (ss.4.1.4)
Exhibit F     Form of Pledge Agreement (ss.4.1.5)
Exhibit G     Form of Officer's Compliance Certificate (ss.1.1)
Exhibit H     Form of Assignment and Assumption (ss.11.6.2(d))
Exhibit I     Form of Lender Addendum (ss.1.1)

SCHEDULES

Schedule 5.1.1    Organization and Qualification
Schedule 5.1.2    Equity Ownership
Schedule 5.4      Consents
Schedule 5.7      Litigation
Schedule 5.8      Material Agreements
Schedule 5.10     Intellectual Property
Schedule 5.19     ERISA
Schedule 5.23     Labor
Schedule 5.26     Indebtedness
Schedule 8.1      Permitted Indebtedness
Schedule 8.2      Liens



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ARTICLE 1         DEFINITIONS....................................................................................2

         1.1      Defined Terms..................................................................................2

         1.2      Terms Generally...............................................................................24

ARTICLE 2         THE LOANS.....................................................................................25

         2.1      Revolving Credit Loans........................................................................25

                  2.1.1       Commitment to Make RC Loans.......................................................25

                  2.1.2       Available Commitment..............................................................25

                  2.1.3       Voluntary Commitment Reductions...................................................26

                  2.1.4       Mandatory Prepayments and Reductions in the Facility..............................26

                  2.1.5       Repayment in connection with Commitment Reductions and on Maturity Date...........27

                  2.1.6       Voluntary Prepayment..............................................................27

                  2.1.7       Relationship of Commitment Reductions, Mandatory Prepayments and
                              Voluntary Prepayments to
                              Interest Rate Protection Agreements...............................................28

                  2.1.8       Increases in Facility.............................................................28

                  2.1.9       Extension of Maturity Date........................................................29

         2.2      Swing Loans...................................................................................29

                  2.2.1       Swing Loan Advances...............................................................29

                  2.2.2       Terms of Swing Loan Borrowings....................................................29

                  2.2.3       Participation by Lenders..........................................................30

                  2.2.4       No Set-off, Etc...................................................................30

                  2.2.5       Certain Limitations...............................................................31

         2.3      Borrowing Notice..............................................................................31

         2.4      [Reserved]....................................................................................32

         2.5      Lenders' Obligations Several..................................................................32

         2.6      Notes.........................................................................................32

         2.7      Fees to Lenders...............................................................................32

                  2.7.1       Commitment Fees...................................................................32

                  2.7.2       Letter of Credit Fees.............................................................33

                  2.7.3       Other Fees........................................................................33
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         2.8      Interest......................................................................................33

                  2.8.1       Rates.............................................................................33

                  2.8.2       Applicable Margin.................................................................34

                  2.8.3       Adjustments to Applicable Margin..................................................34

                  2.8.4       LIBOR Election....................................................................34

                  2.8.5       Breakage..........................................................................35

                  2.8.6       Default Rate......................................................................35

                  2.8.7       Source of Funds...................................................................36

                  2.8.8       Interest Due with Certain Repayments and Prepayments..............................36

         2.9      Increased Costs; Unavailability...............................................................36

                  2.9.1       Increased Costs Generally.........................................................36

                  2.9.2       Capital Requirements..............................................................37

                  2.9.3       Certificates for Reimbursement....................................................37

                  2.9.4       Delay in Requests.................................................................37

                  2.9.5       Inability to Determine LIBOR......................................................37

                  2.9.6       Laws Affecting LIBOR Availability.................................................38

         2.10     Purpose.......................................................................................38

         2.11     Mechanics of Payments:  Borrower Payments.....................................................38

                  2.11.1      Manner of Making Payments.........................................................38

                  2.11.2      Payments by Borrower; Presumptions by Administrative Agent........................39

                  2.11.3      Disbursements from Administrative Agent to Lenders................................39

                  2.11.4      Authorization to Deduct Funds and Make Loans in Satisfaction of Obligations.......39

                  2.11.5      Sharing of Payments by Lenders....................................................40

                  2.11.6      Payments Due on Non-Business Days.................................................40

         2.12     Mechanics of Payments; Lender Payments........................................................40

                  2.12.1      Funding by Lenders; Presumption by Administrative Agent...........................40

         2.13     Taxes.........................................................................................41

                  2.13.1      Payments Free of Taxes............................................................41

                  2.13.2      Payment of Other Taxes by the Borrower............................................41
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                  2.13.3      Indemnification by the Borrower...................................................41

                  2.13.4      Evidence of Payments..............................................................42

                  2.13.5      Status of Lenders.................................................................42

                  2.13.6      Treatment of Certain Refunds......................................................43

                  2.13.7      Survival..........................................................................43

         2.14     Mitigation Obligations; Replacement of Lenders................................................43

                  2.14.1      Designation of a Different Lending Office.........................................43

                  2.14.2      Replacement of Lenders............................................................43

ARTICLE 3         LETTERS OF CREDIT.............................................................................44

         3.1      Letters of Credit.............................................................................44

                  3.1.1       Commitment to Issue Letters of Credit.............................................44

                  3.1.2       Reimbursement Obligations.........................................................45

                  3.1.3       Limitation on Amount..............................................................45

                  3.1.4       Obligations Absolute..............................................................45

                  3.1.5       Reliance by Issuing Bank..........................................................46

                  3.1.6       Fees..............................................................................46

                  3.1.7       Participation by Lenders..........................................................46

                  3.1.8       Standard of Conduct...............................................................47

                  3.1.9       Cash Collateral Account...........................................................47

                  3.1.10      Obligations Secured...............................................................47

ARTICLE 4         CONDITIONS TO FUNDINGS AND ISSUANCE OF LETTERS OF CREDIT......................................47

         4.1      Conditions to Initial Funding.................................................................47

                  4.1.1       Execution of this Agreement.......................................................48

                  4.1.2       Notes.............................................................................48

                  4.1.3       Security Agreement................................................................48

                  4.1.4       Guaranty and Suretyship Agreement.................................................48

                  4.1.5       Pledge Agreements.................................................................48

                  4.1.6       Control Agreements................................................................48

                  4.1.7       Intellectual Property Collateral Agreement........................................48
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                  4.1.8       Lien Searches.....................................................................49

                  4.1.9       Evidence of Insurance.............................................................49

                  4.1.10      Repayment of Existing Indebtedness................................................49

                  4.1.11      Payment of Fees and Costs.........................................................49

                  4.1.12      Financial Statements; Projections.................................................49

                  4.1.13      Corporate Proceedings.............................................................50

                  4.1.14      Consents and Approvals............................................................50

                  4.1.15      Material Adverse Change; Compliance with Law......................................50

                  4.1.16      Opinions of Counsel...............................................................51

                  4.1.17      Officer's Compliance Certificate..................................................51

                  4.1.18      Good Standing.....................................................................51

                  4.1.19      Form U-1..........................................................................51

                  4.1.20      Other Requirements................................................................51

         4.2      Requirements for Each Loan/Letter of Credit...................................................51

                  4.2.1       No Default........................................................................52

                  4.2.2       Borrowing Notice/Request for Letter of Credit.....................................52

                  4.2.3       Representations and Warranties....................................................52

                  4.2.4       Method of Certifying Certain Conditions...........................................52

ARTICLE 5         REPRESENTATIONS AND WARRANTIES................................................................52

         5.1      Status........................................................................................52

                  5.1.1       Organization and Qualification....................................................52

                  5.1.2       Capitalization....................................................................53

                  5.1.3       Stock Ownership...................................................................53

         5.2      Power and Authority; Enforceability...........................................................53

         5.3      No Violation of Agreements; Absence of Conflicts..............................................54

         5.4      Recording, Enforceability and Consent.........................................................54

         5.5      Lines of Business.............................................................................54

         5.6      Security Interest in Collateral...............................................................55

         5.7      Litigation; Compliance with Laws; OFAC Requirements...........................................55

         5.8      No Burdensome Agreements; Material Agreements.................................................56
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         5.9      Condition of Property.........................................................................56

         5.10     Licenses; Intellectual Property...............................................................56

         5.11     Title to Properties; Liens....................................................................57

         5.12     Management Agreements.........................................................................57

         5.13     Financial Statements and Projections..........................................................57

                  5.13.1      Financial Statements..............................................................57

                  5.13.2      Undisclosed Liabilities...........................................................57

                  5.13.3      Absence of Material Adverse Change................................................57

                  5.13.4      Projections.......................................................................57

         5.14     Tax Returns and Payments; Other Fees..........................................................58

         5.15     Fiscal Year...................................................................................58

         5.16     Federal Reserve Regulations...................................................................58

         5.17     Investment Company Act........................................................................58

         5.18     Foreign Assets Control Regulations, Etc.......................................................59

         5.19     Compliance with ERISA.........................................................................59

                  5.19.1      Plans.............................................................................59

                  5.19.2      Favorable Determination Letters...................................................59

                  5.19.3      Compliance........................................................................59

                  5.19.4      Absence of Certain Conditions.....................................................59

                  5.19.5      Absence of Certain Liabilities....................................................60

         5.20     Accuracy and Completeness of Disclosure.......................................................60

         5.21     Adequacy of Capital; Solvency.................................................................60

         5.22     Absence of Restrictive Provisions.............................................................61

         5.23     Environmental Compliance......................................................................61

         5.24     Labor Matters.................................................................................62

         5.25     Brokers.......................................................................................62

         5.26     Existing Indebtedness.........................................................................63

ARTICLE 6         REPORTING REQUIREMENTS AND NOTICES............................................................63

         6.1      Financial Data and Reporting Requirements; Notice of Certain Events...........................63

                  6.1.1       Delivery of Quarterly Financial Statements........................................63
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                  6.1.2       Delivery of Annual Financial Statements; Accountants' Certification...............64

                  6.1.3       Delivery of Officer's Compliance Certificates.....................................64

                  6.1.4       Auditors' Reports.................................................................64

                  6.1.5       SEC Filings, Etc..................................................................64

                  6.1.6       Annual Budget.....................................................................65

         6.2      Notice of Defaults............................................................................65

         6.3      Notice of Disputes and Other Matters..........................................................66

                  6.3.1       Certain Litigation................................................................66

                  6.3.2       Conditions Affecting Collateral...................................................66

                  6.3.3       Material Adverse Change...........................................................66

                  6.3.4       Representations and Warranties....................................................66

                  6.3.5       Information Respecting the Enpath Acquisition.....................................66

         6.4      ERISA Notices.................................................................................66

         6.5      Intellectual Property.........................................................................67

         6.6      Miscellaneous.................................................................................68

         6.7      Authorization of Third Parties to Deliver Information.........................................68

ARTICLE 7         FINANCIAL COVENANTS...........................................................................68

         7.1      Interest Coverage Ratio.......................................................................68

         7.2      Total Leverage Ratio..........................................................................68

         7.3      Additional Provisions Respecting Calculation of Financial Covenants...........................69

ARTICLE 8         BUSINESS COVENANTS............................................................................70

         8.1      Indebtedness..................................................................................70

                  8.1.1       In General........................................................................70

                  8.1.2       Limitation on Incurrence..........................................................71

         8.2      Liens; and Licenses...........................................................................71

                  8.2.1       In General........................................................................71

                  8.2.2       Negative Pledge...................................................................72

                  8.2.3       Licenses..........................................................................72

         8.3      Investments, Loans, Acquisitions, Etc.........................................................73
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         8.4      Restricted Payments...........................................................................74

                  8.4.1       Intercompany......................................................................74

                  8.4.2       Permitted Debenture Payments......................................................74

                  8.4.3       Permitted Stock Repurchases.......................................................74

                  8.4.4       Debenture Interest Payments.......................................................74

         8.5      Sale-Leasebacks...............................................................................75

         8.6      Transactions with Affiliates..................................................................75

         8.7      Mergers and Dispositions......................................................................75

                  8.7.1       Consolidations and Mergers........................................................75

                  8.7.2       Sales and Other Dispositions......................................................76

         8.8      Management Arrangements.......................................................................76

         8.9      Existence.....................................................................................77

         8.10     Compliance with Law...........................................................................77

         8.11     Payment of Taxes and Claims...................................................................77

         8.12     Tax Consolidation.............................................................................77

         8.13     Compliance with ERISA.........................................................................78

         8.14     Insurance.....................................................................................79

                  8.14.1      Liability, Property Damage, Etc...................................................79

                  8.14.2      PBGC..............................................................................79

         8.15     Maintenance of Properties.....................................................................79

         8.16     Maintenance of Records; Fiscal Year...........................................................79

         8.17     Inspection....................................................................................80

         8.18     Exchange of Notes.............................................................................80

         8.19     Type of Business; Other Activities............................................................80

         8.20     Issuance of Equity............................................................................80

         8.21     Change in Documents...........................................................................80

         8.22     Payment of Subordinated Indebtedness..........................................................81

         8.23     Seniority Over Subordinated Debentures........................................................81

         8.24     Compliance with Federal Reserve Regulations...................................................81

         8.25     Limitations on Certain Restrictive Provisions.................................................81

         8.26     Environmental Matters.........................................................................82

         8.27     Corporate Separateness........................................................................82

         8.28     Certain Obligations Respecting Subsidiaries...................................................82

         8.29     Further Assurances............................................................................83
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ARTICLE 9         EVENTS OF DEFAULT.............................................................................84

         9.1      Events of Default.............................................................................84

                  9.1.1       Failure to Pay Principal or Reimbursement Obligations.............................84

                  9.1.2       Failure to Pay Interest, Fees, Etc................................................84

                  9.1.3       Cross Default to Indebtedness.....................................................84

                  9.1.4       Other Cross-Defaults..............................................................84

                  9.1.5       Misrepresentations................................................................85

                  9.1.6       Certain Covenant Defaults.........................................................85

                  9.1.7       Other Covenant Defaults...........................................................85

                  9.1.8       Other Loan Document Defaults; Security............................................85

                  9.1.9       Custody or Control of Assets......................................................85

                  9.1.10      Discontinuance of Business........................................................86

                  9.1.11      Insolvency........................................................................86

                  9.1.12      Material Adverse Change...........................................................86

                  9.1.13      Change of Control.................................................................86

                  9.1.14      Subordination.....................................................................86

                  9.1.15      Interest Rate Protection Agreements...............................................86

                  9.1.16      Judgments.........................................................................86

                  9.1.17      Change of Management..............................................................87

                  9.1.18      Restricted Payment Default........................................................87

         9.2      Acceleration; Remedies........................................................................87

                  9.2.1       Acceleration upon Insolvency......................................................87

                  9.2.2       Acceleration upon Other Defaults..................................................87

                  9.2.3       Remedies in General...............................................................87

         9.3      Proceeds of Collateral........................................................................88

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ARTICLE 10        AGENCY........................................................................................89

         10.1     Appointment and Authority.....................................................................89

         10.2     Rights as a Lender............................................................................89

         10.3     Exculpatory Provisions........................................................................90

         10.4     Reliance by Administrative Agent..............................................................91

         10.5     Delegation of Duties..........................................................................91

         10.6     Resignation of Administrative Agent...........................................................91

         10.7     Non-Reliance on Administrative Agent and Other Lenders........................................92

         10.8     Other Agents..................................................................................92

ARTICLE 11        MISCELLANEOUS.................................................................................92

         11.1     Notices; Effectiveness; Electronic Communication. ............................................92

                  11.1.1      Notices Generally.................................................................92

                  11.1.2      Electronic Communications.........................................................93

                  11.1.3      Change of Address, Etc............................................................94

         11.2     Survival of Representations...................................................................94

         11.3     No Implied Waivers............................................................................94

         11.4     Severability..................................................................................94

         11.5     Amendments, Waivers and Consents..............................................................95

                  11.5.1      In General........................................................................95

                  11.5.2      Other Amendments..................................................................96

                  11.5.3      Exception.........................................................................96

         11.6     Successors and Assigns........................................................................96

                  11.6.1      Successors and Assigns Generally..................................................96

                  11.6.2      Assignments by Lenders............................................................96

                  11.6.3      Register..........................................................................98

                  11.6.4      Participations....................................................................98

                  11.6.5      Limitations upon Participant Rights...............................................99

                  11.6.6      Certain Pledges...................................................................99

         11.7     Calculations and Financial Data...............................................................99

         11.8     Descriptive Headings..........................................................................99
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         11.9     Governing Law; Jurisdiction; Etc..............................................................99

                  11.9.1      Governing Law.....................................................................99

                  11.9.2      Submission to Jurisdiction........................................................99

                  11.9.3      Waiver of Venue..................................................................100

                  11.9.4      Service of Process...............................................................100

         11.10    Maximum Lawful Interest Rate.................................................................100

         11.11    Right of Setoff. ............................................................................101

         11.12    Counterparts; Integration; Effectiveness; Electronic Execution...............................101

                  11.12.1     Counterparts; Integration; Effectiveness.........................................101

                  11.12.2     Electronic Execution of Assignments..............................................101

         11.13    Treatment of Certain Information; Confidentiality; Advertisement.............................102

                  11.13.1     Confidentiality..................................................................102

                  11.13.2     Information......................................................................102

                  11.13.3     Advertisement....................................................................102

         11.14    Expenses; Indemnity; Damage Waiver...........................................................103

                  11.14.1     Costs and Expenses...............................................................103

                  11.14.2     Indemnification by the Borrower..................................................103

                  11.14.3     Reimbursement by Lenders.........................................................104

                  11.14.4     Waiver of Consequential Damages, Etc.............................................104

                  11.14.5     Payments.........................................................................105

         11.15    Certification of Amounts.....................................................................105

         11.16    Termination of Security; Partial Release of Security.........................................105

                  11.16.1     Termination of Security..........................................................105

                  11.16.2     Partial Release of Security......................................................105

         11.17    Waiver of Jury Trial.........................................................................105

         11.18    Patriot Act Notice...........................................................................106
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