Exhibit 10.1 to Form 8-K dated June 7, 2007




                                                                  EXECUTION COPY





                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT
                             Dated as of June 7 2007

                                      Among

                              CYTEC INDUSTRIES INC.
                                   as Borrower
                                   -----------


                        THE INITIAL LENDERS NAMED HEREIN
                               as Initial Lenders
                               ------------------


                               CITICORP USA, INC.
                             as Administrative Agent
                             -----------------------


                               ABN AMRO BANK N.V.
                                       and
                       WACHOVIA BANK, NATIONAL ASSOCIATION
                              as Syndication Agents
                              ---------------------


                             CALYON NEW YORK BRANCH
                             THE BANK OF NOVA SCOTIA
                                       and
                                  SUNTRUST BANK
                             as Documentation Agents
                             -----------------------


                                       and

                         CITIGROUP GLOBAL MARKETS INC.,

                        As Lead Arranger and Book Manager
                        ---------------------------------

                                       5
<PAGE>
<TABLE>
<CAPTION>
<S>              <C>                                                                                             <C>

                                TABLE OF CONTENTS
ARTICLE I

         SECTION 1.01.  Certain Defined Terms                                                                    10
                        ---------------------

         SECTION 1.02.  Computation of Time Periods                                                              22
                        ---------------------------

         SECTION 1.03.  Accounting Terms                                                                         22
                        ----------------

ARTICLE II

         SECTION 2.01.  The Advances and Letters of Credit                                                       22
                        ----------------------------------

         SECTION 2.02.  Making the Advances                                                                      23
                        -------------------

         SECTION 2.03.  Issuance of and Drawings and Reimbursement Under Letters of Credit                       24
                        ------------------------------------------------------------------

         SECTION 2.04.  Fees                                                                                     26
                        ----

         SECTION 2.05.  Termination or Reduction of the Commitments                                              26
                        -------------------------------------------

         SECTION 2.06.  Repayment of Advances and Letter of Credit Drawings                                      26
                        ---------------------------------------------------

         SECTION 2.07.  Interest on Advances                                                                     27
                        --------------------

         SECTION 2.08.  Interest Rate Determination                                                              28
                        ---------------------------

         SECTION 2.09.  Optional Conversion of Advances                                                          29
                        -------------------------------

         SECTION 2.10.  Prepayments of Advances                                                                  29
                        -----------------------

         SECTION 2.11.  Increased Costs                                                                          30
                        ---------------

         SECTION 2.12.  Illegality                                                                               30
                        ----------

         SECTION 2.13.  Payments and Computations                                                                30
                        -------------------------

         SECTION 2.14.  Taxes                                                                                    32
                        -----

         SECTION 2.15.  Sharing of Payments, Etc.                                                                33
                        ------------------------

         SECTION 2.16.  Evidence of Debt                                                                         34
                        ----------------

         SECTION 2.17.  Use of Proceeds                                                                          34
                        ---------------

         SECTION 2.18.  Increase in the Aggregate Commitments                                                    34
                        -------------------------------------

         SECTION 2.19.  Extension of Termination Date                                                            35
                        -----------------------------
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
<S>              <C>                                                                                             <C>

ARTICLE III

         SECTION 3.01.  Conditions Precedent to Effectiveness                                                    37
                        -------------------------------------

         SECTION 3.02.  Initial Advance to Each Designated Subsidiary                                            38
                        ---------------------------------------------

         SECTION 3.03.  Conditions Precedent to Each Borrowing, Issuance, Commitment Increase and Extension Date.39
                        ----------------------------------------------------------------------------------------

         SECTION 3.04.  Determinations Under Section 3.01 and 3.02                                               39
                        ------------------------------------------

ARTICLE IV

         SECTION 4.01.  Representations and Warranties of the Company                                            40
                        ---------------------------------------------

ARTICLE V

         SECTION 5.01.  Affirmative Covenants                                                                    42
                        ---------------------

         SECTION 5.02.  Negative Covenants                                                                       46
                        ------------------

         SECTION 5.03.  Financial Covenants                                                                      48
                        -------------------

ARTICLE VI

         SECTION 6.01.  Events of Default                                                                        48
                        -----------------

         SECTION 6.02.  Actions in Respect of the Letters of Credit upon Default                                 50
                        --------------------------------------------------------

ARTICLE VII GUARANTY                                                                                             51

         SECTION 7.01.  Guaranty                                                                                 51
                        --------

         SECTION 7.02.  Guaranty Absolute                                                                        51
                        -----------------

         SECTION 7.03.  Waivers and Acknowledgments                                                              52
                        ---------------------------

         SECTION 7.04.  Subrogation                                                                              53
                        -----------

         SECTION 7.05.  Continuing Guaranty; Assignments                                                         53
                        --------------------------------

ARTICLE VIII

         SECTION 8.01.  Authorization and Action                                                                 54
                        ------------------------

         SECTION 8.02.  Agent's Reliance, Etc.                                                                   54
                        ---------------------

         SECTION 8.03.  CUSA and Affiliates                                                                      54
                        -------------------

         SECTION 8.04.  Lender Credit Decision                                                                   54
                        ----------------------
</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>
<S>              <C>                                                                                             <C>
         SECTION 8.05.  Indemnification                                                                          55
                        ---------------

         SECTION 8.06.  Successor Agent                                                                          55
                        ---------------

         SECTION 8.07.  Sub-Agent                                                                                56
                        ---------

         SECTION 8.08.  Other Agents.                                                                            56
                        -------------

ARTICLE IX

         SECTION 9.01.  Amendments, Etc.                                                                         56
                        ---------------

         SECTION 9.02.  Notices, Etc.                                                                            56
                        ------------

         SECTION 9.03.  No Waiver; Remedies                                                                      57
                        -------------------

         SECTION 9.04.  Costs and Expenses                                                                       57
                        ------------------

         SECTION 9.05.  Right of Set-off                                                                         58
                        ----------------

         SECTION 9.06.  Binding Effect                                                                           58
                        --------------

         SECTION 9.07.  Assignments and Participations                                                           59
                        ------------------------------

         SECTION 9.08.  Confidentiality                                                                          61
                        ---------------

         SECTION 9.09.  Designated Subsidiaries                                                                  61
                        -----------------------

         SECTION 9.10.  Governing Law                                                                            61
                        -------------

         SECTION 9.11.  Execution in Counterparts                                                                61
                        -------------------------

         SECTION 9.12.  Judgment                                                                                 61
                        --------

         SECTION 9.13.  Jurisdiction, Etc.                                                                       62
                        -----------------

         SECTION 9.14.  No Liability of the Issuing Banks                                                        62
                        ---------------------------------

         SECTION 9.15.  Patriot Act                                                                              63
                        -----------

         SECTION 9.16.  Waiver of Jury Trial                                                                     64
                        --------------------
</TABLE>

                                       8
<PAGE>

Schedules
---------

Schedule I - List of Applicable Lending Offices

Schedule 4.01(h) - Environmental Compliance

Schedule 4.01(i) - Environmental Disclosure

Schedule 4.01(j) - Locations

Schedule 5.02(a) - Existing Liens

Schedule 5.02(c) - Existing Debt




Exhibits
--------

Exhibit A        -   Form of Note

Exhibit B        -   Form of Notice of Borrowing

Exhibit C        -   Form of Assignment and Acceptance

Exhibit D        -   Form of Opinion of Counsel for the Company

Exhibit E        -   Form of Designation Agreement



Schedules and Exhibits have been omitted from this filing. Cytec agrees to
furnish supplementally to the Commission a copy of any omitted schedule or
exhibit upon the Commission's request therefor.

                                       9
<PAGE>

                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

                            Dated as of June 7, 2007


                  CYTEC INDUSTRIES INC., a Delaware corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") and issuers of letters of credit ("Initial Issuing Banks") listed on
the signature pages hereof, CITIGROUP GLOBAL MARKETS INC., as lead arranger and
book manager, ABN AMRO BANK N.V. and WACHOVIA BANK, NATIONAL ASSOCIATION, as
syndication agents, CALYON NEW YORK BRANCH, THE BANK OF NOVA SCOTIA and SUNTRUST
BANK, as documentation agents, and CITICORP USA, INC. ("CUSA"), as
administrative agent (the "Agent") for the Lenders (as hereinafter defined),
agree as follows:

                  PRELIMINARY STATEMENT. The Company, the lenders parties
thereto and Citicorp North America, Inc., as administrative agent, are parties
to a Five Year Credit Agreement dated as of February 15, 2005 (the "Existing
Credit Agreement"). Subject to the satisfaction of the conditions set forth in
Section 3.01, the Company, the parties hereto and CUSA, as Agent, agree to amend
and restate the Existing Credit Agreement as herein set forth and the Lenders
parties to this Agreement shall be substituted for the lenders parties to the
Existing Credit Agreement.

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

                  "Advance" means an advance by a Lender to any Borrower as part
         of a Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate
         Advance (each of which shall be a "Type" of Advance).

                  "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.

                  "Agent's Account" means (a) in the case of Advances
         denominated in Dollars, the account of the Agent maintained by the
         Agent at Citibank at its office at 388 Greenwich Street, New York, New
         York 10013, Account No. 36852248, Attention: Bank Loan Syndications,
         (b) in the case of Advances denominated in Euros, the account of the
         Sub-Agent designated in writing from time to time by the Agent to the
         Company and the Lenders for such purpose and (c) in any such case, such
         other account of the Agent as is designated in writing from time to
         time by the Agent to the Company and the Lenders for such purpose.

                  "Agreement Value" means, for any Hedge Agreement on any date
         of determination, the amount, if any, that would be payable to the
         Hedge Bank party to such Hedge Agreement in respect of "agreement
         value" as though such Hedge Agreement were terminated on such date,
         calculated as provided in such Hedge Agreement.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurocurrency Lending Office in the case
         of a Eurocurrency Rate Advance.

                                       10
<PAGE>

                  "Applicable Margin" means, for any date, a percentage per
         annum determined by reference to the Public Debt Rating in effect on
         such date as set forth below:
<TABLE>
<CAPTION>
<S>        <C>                                           <C>                                     <C>
----------------------------------------- -------------------------------------- ---------------------------------------
           Public Debt Rating                     Applicable Margin for                  Applicable Margin for
              S&P/Moody's                          Base Rate Advances                  Eurocurrency Rate Advances
----------------------------------------- -------------------------------------- ---------------------------------------
Level 1
-------
BBB+ or Baa1 or above                                    0.000%                                  0.270%
----------------------------------------- -------------------------------------- ---------------------------------------
Level 2
-------
BBB or Baa2                                              0.000%                                  0.350%
----------------------------------------- -------------------------------------- ---------------------------------------
Level 3
-------
BBB- or Baa3                                             0.000%                                  0.400%
----------------------------------------- -------------------------------------- ---------------------------------------
Level 4
-------
BB+ or Ba1                                               0.000%                                  0.500%
----------------------------------------- -------------------------------------- ---------------------------------------
Level 5
-------
Lower than Level 4                                       0.000%                                  0.625%
----------------------------------------- -------------------------------------- ---------------------------------------
</TABLE>

                  "Applicable Percentage" means, as of any date, a percentage
         per annum determined by reference to the Public Debt Rating in effect
         on such date as set forth below:
<TABLE>
<CAPTION>
<S>                                   <C>                                                      <C>

                           --------------------------------------------------- ----------------------------------------
                                           Public Debt Rating                                Applicable
                                              S&P/Moody's                                    Percentage
                           --------------------------------------------------- ----------------------------------------
                           Level 1
                           -------
                           BBB+ or Baa1 or above                                               0.080%
                           --------------------------------------------------- ----------------------------------------
                           Level 2
                           -------
                           BBB or Baa2                                                         0.100%
                           --------------------------------------------------- ----------------------------------------
                           Level 3
                           -------
                           BBB- or Baa3                                                        0.125%
                           --------------------------------------------------- ----------------------------------------
                           Level 4
                           -------
                           BB+ or Ba1                                                          0.150%
                           --------------------------------------------------- ----------------------------------------
                           Level 5
                           -------
                           Lower than Level 4                                                  0.250%
                           --------------------------------------------------- ----------------------------------------
</TABLE>

                  "Applicable Utilization Fee" means, as of any date that the
         sum of the aggregate principal amount of the Advances plus the
         Available Amount of all Letters of Credit outstanding exceeds 50% of
         the aggregate Revolving Credit Commitments, , a percentage per annum
         determined by reference to the Public Debt Rating in effect on such
         date as set forth below:
<TABLE>
<CAPTION>
<S>                                   <C>                                                      <C>

                           --------------------------------------------------- ----------------------------------------
                                           Public Debt Rating                                Applicable
                                              S&P/Moody's                                  Utilization Fee
                           --------------------------------------------------- ----------------------------------------
                           Level 1
                           -------
                           BBB+ or Baa1 or above                                               0.050%
                           --------------------------------------------------- ----------------------------------------
                           Level 2
                           -------
                           BBB or Baa2                                                         0.050%
                           --------------------------------------------------- ----------------------------------------
                           Level 3
                           -------
                           BBB- or Baa3                                                        0.100%
                           --------------------------------------------------- ----------------------------------------
                           Level 4
                           -------
                           BB+ or Ba1                                                          0.100%
                           --------------------------------------------------- ----------------------------------------
                           Level 5
                           -------
                           Lower than Level 4                                                  0.125%
                           --------------------------------------------------- ----------------------------------------
</TABLE>

                                       11
<PAGE>

                  "Assignment and Acceptance" means an assignment and acceptance
         entered into by a Lender and an Eligible Assignee, and accepted by the
         Agent, in substantially the form of Exhibit C hereto.

                  "Assuming Lender" has the meaning specified in Section
2.18(d).

                  "Assumption Agreement" has the meaning specified in Section
2.18(d)(ii).

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

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

                           (a) the rate of interest announced publicly by
                  Citibank in New York, New York, from time to time, as
                  Citibank's base rate;

                           (b) the sum (adjusted to the nearest 1/4 of 1% or, if
                  there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%)
                  of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by
                  dividing (A) the latest three-week moving average of secondary
                  market morning offering rates in the United States for
                  three-month certificates of deposit of major United States
                  money market banks, such three-week moving average (adjusted
                  to the basis of a year of 360 days) being determined weekly on
                  each Monday (or, if such day is not a Business Day, on the
                  next succeeding Business Day) for the three-week period ending
                  on the previous Friday by Citibank on the basis of such rates
                  reported by certificate of deposit dealers to and published by
                  the Federal Reserve Bank of New York or, if such publication
                  shall be suspended or terminated, on the basis of quotations
                  for such rates received by Citibank from three New York
                  certificate of deposit dealers of recognized standing selected
                  by Citibank, by (B) a percentage equal to 100% minus the
                  average of the daily percentages specified during such
                  three-week period by the Board of Governors of the Federal
                  Reserve System (or any successor) for determining the maximum
                  reserve requirement (including, but not limited to, any
                  emergency, supplemental or other marginal reserve requirement)
                  for Citibank with respect to liabilities consisting of or
                  including (among other liabilities) three-month U.S. dollar
                  non-personal time deposits in the United States, plus (iii)
                  the average during such three-week period of the annual
                  assessment rates estimated by Citibank for determining the
                  then current annual assessment payable by Citibank to the
                  Federal Deposit Insurance Corporation (or any successor) for
                  insuring U.S. dollar deposits of Citibank in the United
                  States; and

                           (c) 1/2 of one percent per annum above the Federal
                  Funds Rate.

                  "Base Rate Advance" means an Advance denominated in Dollars
         that bears interest as provided in Section 2.07(a)(i).

                  "Borrowing" means a borrowing consisting of simultaneous
         Advances of the same Type made by each of the Lenders pursuant to
         Section 2.01(a).

                  "Borrowing Minimum" means, in respect of Advances denominated
         in Dollars, $5,000,000 and in respect of Advances denominated in Euros,
         (euro)5,000,000.

                                       12
<PAGE>

                  "Borrowing Multiple" means, in respect of Advances denominated
         in Dollars, $1,000,000 and in respect of Advances denominated in Euros,
         (euro)1,000,000.
                  "Borrowers" means, collectively, the Company and the
         Designated Subsidiaries from time to time.

                  "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York City and, if the
         applicable Business Day relates to any Eurocurrency Rate Advances, on
         which dealings are carried on in the London interbank market and banks
         are open for business in London and in the country of issue of the
         currency of such Eurocurrency Rate Advance (or, in the case of an
         Advance denominated in Euros, on which the Trans-European Automated
         Real-Time Gross Settlement Express Transfer (TARGET) System is open).

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

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

                  "Citibank" means Citibank, N.A.

                  "Commitment" means a Revolving Credit Commitment or a Letter
         of Credit Commitment.

                  "Commitment Date" has the meaning specified in Section
         2.18(b).

                  "Commitment Increase" has the meaning specified in Section
         2.18(a).

                  "Confidential Information" means information that the Company
         furnishes to the Agent or any Lender on a confidential basis, but does
         not include any such information that is or becomes generally available
         to the public or that is or becomes available to the Agent or such
         Lender from a source other than the Company.

                  "Consenting Lender" has the meaning specified in Section
         2.19(b).

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

                  "Consolidated Net Worth" means, as of any date of
         determination, Consolidated stockholders' equity of the Company as of
         that date determined in accordance with GAAP (excluding, for purposes
         hereof, changes in the cumulative foreign currency translation
         adjustment and any mark to market of a derivative or hedging instrument
         (or any other adjustment related thereto)).

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Advances of one Type into Advances of the other Type
         pursuant to Section 2.08 or 2.09.

                  "Debt" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables not overdue by more than 60 days incurred in
         the ordinary course of such Person's business), (c) all obligations of
         such Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all obligations of such Person created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even though the rights and
         remedies of the seller or lender under such agreement in the event of
         default are limited to repossession or sale of such property), (e) all
         obligations of such Person as lessee under leases that have been or
         should be, in accordance with GAAP, recorded as capital leases, (f) all
         obligations, contingent or otherwise, of such Person in respect of
         acceptances, letters of credit or similar extensions of credit, (g) all
         Invested Amounts, (h) all Debt of others referred to in clauses (a)
         through (g) above or clause (i) below and other payment obligations
         guaranteed directly or indirectly in any manner by such Person, or in
         effect guaranteed directly or indirectly by such Person through an
         agreement (1) to pay or purchase such Debt or to advance or supply
         funds for the payment or purchase of such Debt, (2) to purchase, sell
         or lease (as lessee or lessor) property, or to purchase or sell
         services, primarily for the purpose of enabling the debtor to make
         payment of such Debt or to assure the holder of such Debt against loss,
         (3) to supply funds to or in any other manner invest in the debtor
         (including any agreement to pay for property or services irrespective
         of whether such property is received or such services are rendered) or
         (4) otherwise to assure a creditor against loss, and (i) all Debt
         referred to in clauses (a) through (h) above secured by (or for which
         the holder of such Debt has an existing right, contingent or otherwise,
         to be secured by) any Lien on property (including, without limitation,
         accounts and contract rights) owned by such Person, even though such
         Person has not assumed or become liable for the payment of such Debt
         (it being understood that the amount of such Debt described in this
         clause (i) shall be deemed to be the lesser of the principal amount of
         such Debt and the value of the property subject to such Lien).

                                       13
<PAGE>

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

                  "Designated Subsidiary" means any direct or indirect
         wholly-owned Subsidiary of the Company designated for borrowing
         privileges under this Agreement pursuant to Section 9.09.

                  "Designation Agreement" means, with respect to any Designated
         Subsidiary, an agreement in the form of Exhibit E hereto signed by such
         Designated Subsidiary and the Company.

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

                  "Domestic Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto or in the Assumption Agreement
         or the Assignment and Acceptance pursuant to which it became a Lender,
         or such other office of such Lender as such Lender may from time to
         time specify to the Company and the Agent.

                  "EBITDA" means, for any period, net income (or net loss) plus
         the sum of (a) interest expense, (b) income tax expense, (c)
         depreciation expense and (d) amortization expense and (e) extraordinary
         or non-recurring non-cash losses included in determining such net
         income (or net loss), less (i) extraordinary or non-recurring non-cash
         gains included in determining such net income (or net loss), in each
         case determined in accordance with GAAP for such period. For the
         purposes of calculating EBITDA for any period, if during such period
         the Company or any Subsidiary shall have made an acquisition, EBITDA
         for such period shall be calculated after giving pro forma effect
         thereto as if such acquisition occurred on the first day of such
         period.

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender and (iii) any other Person approved by the Agent and, unless an
         Event of Default has occurred and is continuing at the time any
         assignment is effected in accordance with Section 9.07, the Company,
         such approval not to be unreasonably withheld or delayed; provided,
         however, that neither the Company nor an Affiliate of the Company shall
         qualify as an Eligible Assignee.

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

                                       14
<PAGE>

                  "Environmental Law" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, judgment,
         decree or legally binding judicial or agency interpretation, policy or
         guidance relating to pollution or protection of the environment, health
         and safety as it relates to any Hazardous Material or damage to natural
         resources, including, without limitation, those relating to the use,
         handling, transportation, treatment, storage, disposal, release or
         discharge of Hazardous Materials.

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

                  "Equivalent" in Dollars of Euros on any date means the
         equivalent in Dollars of Euros determined by using the quoted spot rate
         at which the Sub-Agent's principal office in London offers to exchange
         Dollars for Euros in London prior to 4:00 P.M. (London time) (unless
         otherwise indicated by the terms of this Agreement) on such date as is
         required pursuant to the terms of this Agreement, and the "Equivalent"
         in Euros of Dollars means the equivalent in Euros of Dollars determined
         by using the quoted spot rate at which the Sub-Agent's principal office
         in London offers to exchange Euros for Dollars in London prior to 4:00
         P.M. (London time) (unless otherwise indicated by the terms of this
         Agreement) on such date as is required pursuant to the terms of this
         Agreement.

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

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

                  "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with respect to a contributing sponsor, as defined in
         Section 4001(a)(13) of ERISA, of a Plan, and an event described in
         paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
         reasonably expected to occur with respect to such Plan within the
         following 30 days; (b) the application for a minimum funding waiver
         with respect to a Plan; (c) the provision by the administrator of any
         Plan of a notice of intent to terminate such Plan pursuant to Section
         4041(a)(2) of ERISA (including any such notice with respect to a plan
         amendment referred to in Section 4041(e) of ERISA); (d) the cessation
         of operations at a facility of the Company or any ERISA Affiliate in
         the circumstances described in Section 4062(e) of ERISA; (e) the
         withdrawal by the Company or any ERISA Affiliate from a Multiple
         Employer Plan during a plan year for which it was a substantial
         employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions
         for the imposition of a lien under Section 302(f) of ERISA shall have
         been met with respect to any Plan; (g) the adoption of an amendment to
         a Plan requiring the provision of security to such Plan pursuant to
         Section 307 of ERISA; or (h) the institution by the PBGC of proceedings
         to terminate a Plan pursuant to Section 4042 of ERISA, or the
         occurrence of any event or condition described in Section 4042 of ERISA
         that constitutes grounds for the termination of, or the appointment of
         a trustee to administer, a Plan.

                                       15
<PAGE>

                  "Euro" means the lawful currency of the European Union as
         constituted by the Treaty of Rome which established the European
         Community, as such treaty may be amended from time to time and as
         referred to in the EMU legislation.

                  "Eurocurrency Lending Office" means, with respect to any
         Lender, the office of such Lender specified as its "Eurocurrency
         Lending Office" opposite its name on Schedule I hereto or in the
         Assumption Agreement or the Assignment and Acceptance pursuant to which
         it became a Lender (or, if no such office is specified, its Domestic
         Lending Office), or such other office of such Lender as such Lender may
         from time to time specify to the Company and the Agent.

                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "Eurocurrency Rate" means, for any Interest Period for each
         Eurocurrency Rate Advance comprising part of the same Borrowing, the
         rate per annum appearing on Reuters Screen LIBOR01 Page (or any
         successor page) as the London interbank offered rate for deposits in
         the applicable currency at approximately 11:00 A.M. (London time) two
         Business Days prior to the first day of such Interest Period for a term
         comparable to such Interest Period or, if for any reason such rate is
         not available, the average of the rate per annum at which deposits in
         the applicable currency is offered by the principal office of each of
         the Reference Banks in London, England to prime banks in the London
         interbank market at 11:00 A.M. (London time) two Business Days before
         the first day of such Interest Period in an amount substantially equal
         to such Reference Bank's Eurocurrency Rate Advance comprising part of
         such Borrowing to be outstanding during such Interest Period and for a
         period equal to such Interest Period. If the Reuters Screen LIBOR01
         Page (or any successor page) is unavailable, the Eurocurrency Rate for
         any Interest Period for each Eurocurrency Rate Advance comprising part
         of the same Borrowing shall be determined by the Agent on the basis of
         applicable rates furnished to and received by the Agent from the
         Reference Banks two Business Days before the first day of such Interest
         Period, subject, however, to the provisions of Section 2.08.

                  "Eurocurrency Rate Advance" means an Advance denominated in
         Dollars or Euros that bears interest as provided in Section
         2.07(a)(ii).

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

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Extension Date" has the meaning specified in Section 2.19(b).

                  "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Agent from three Federal funds brokers of
         recognized standing selected by it.

                                       16
<PAGE>

                  "GAAP" has the meaning specified in Section 1.03.

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

                  "Hedge Agreements" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements (other than non-financial commodities contracts).

                  "Hedge Bank" means any financial institution with which the
         Company has entered into a Hedge Agreement.

                  "Increase Date" has the meaning specified in Section 2.18(a).

                  "Increasing Lender" has the meaning specified in Section
         2.18(b).

                  "Information Memorandum" means the information memorandum
         dated May 9, 2007 used by the Agent in connection with the syndication
         of the Commitments.

                  "Interest Expense" means the sum of interest on, and
         amortization of debt discount, in respect of Debt of the Company and
         its Subsidiaries, plus the discount or yield in respect of Invested
         Amounts for the period of time under consideration. For the purposes of
         calculating Interest Expense for any period, if during such period the
         Company or any Subsidiary shall have made an acquisition, Interest
         Expense for such period shall be calculated after giving pro forma
         effect thereto as if such acquisition occurred on the first day of such
         period

                  "Interest Period" means, for each Eurocurrency Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Eurocurrency Rate Advance or the date of the Conversion of
         any Base Rate Advance into such Eurocurrency Rate Advance and ending on
         the last day of the period selected by the Borrower requesting such
         Borrowing pursuant to the provisions below and, thereafter, each
         subsequent period commencing on the last day of the immediately
         preceding Interest Period and ending on the last day of the period
         selected by such Borrower pursuant to the provisions below. The
         duration of each such Interest Period shall be one, two, three or six
         months, and subject to clause (c) of this definition, nine months, as
         such Borrower may, upon notice received by the Agent not later than
         11:00 A.M. (New York City time) on the third Business Day prior to the
         first day of such Interest Period, select; provided, however, that:

                           (a) such Borrower may not select any Interest Period
                  that ends after the final Termination Date;

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

                           (c) in the case of any such Borrowing, such Borrower
                  shall not be entitled to select an Interest Period having
                  duration of nine months unless, by 2:00 P.M. (New York City
                  time) on the third Business Day prior to the first day of such
                  Interest Period, each Lender notifies the Agent that such
                  Lender will be providing funding for such Borrowing with such
                  Interest Period (the failure of any Lender to so respond by
                  such time being deemed for all purposes of this Agreement as
                  an objection by such Lender to the requested duration of such
                  Interest Period); provided that, if any or all of the Lenders
                  object to the requested duration of such Interest Period, the
                  duration of the Interest Period for such Borrowing shall be
                  one, two, three or six months, as specified by such Borrower
                  in the applicable Notice of Borrowing as the desired
                  alternative to an Interest Period of nine months;

                                       17
<PAGE>

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

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

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "Invested Amounts" means the amounts invested by investors
         that are not Affiliates of the Company in connection with a receivables
         securitization program and paid to the Company or any of its
         Subsidiaries, as reduced by the aggregate amounts received by such
         investors from the payment of receivables and applied to reduce such
         invested amounts.

                  "issuance" with respect to any Letter of Credit means the
         issuance, amendment, renewal or extension of such Letter of Credit.

                  "Issuing Bank" means an Initial Issuing Bank or any Eligible
         Assignee to which a portion of the Letter of Credit Commitment
         hereunder has been assigned pursuant to Section 9.07 so long as such
         Eligible Assignee expressly agrees to perform in accordance with their
         terms all of the obligations that by the terms of this Agreement are
         required to be performed by it as an Issuing Bank and notifies the
         Agent of its Applicable Lending Office (which information shall be
         recorded by the Agent in the Register), for so long as such Initial
         Issuing Bank or Eligible Assignee, as the case may be, shall have a
         Letter of Credit Commitment.

                  "L/C Cash Collateral Account" means an interest bearing cash
         deposit account to be established and maintained by the Agent, over
         which the Agent shall have sole dominion and control, upon terms as may
         be satisfactory to the Agent.

                  "L/C Related Documents" has the meaning specified in Section
         2.06(b)(i).

                  "Lenders" means, collectively, each Initial Lender, each
         Issuing Bank, each Assuming Lender that shall become a party hereto
         pursuant to Section 2.18 or 2.19 and each Person that shall become a
         party hereto pursuant to Section 9.07.

                  "Letter of Credit" has the meaning specified in Section
         2.01(b).

                  "Letter of Credit Agreement" has the meaning specified in
         Section 2.03(a).

                                       18
<PAGE>

                  "Letter of Credit Commitment" means, with respect to each
         Issuing Bank, the obligation of such Issuing Bank to issue Letters of
         Credit for the account of the Borrowers and their specified
         Subsidiaries in (a) the Dollar amount set forth opposite the Issuing
         Bank's name on the signature pages hereto under the caption "Letter of
         Credit Commitment" or (b) if such Issuing Bank has entered into one or
         more Assignment and Acceptances, the Dollar amount set forth for such
         Issuing Bank in the Register maintained by the Agent pursuant to
         Section 9.07(d) as such Issuing Bank's "Letter of Credit Commitment",
         in each case as such amount may be reduced prior to such time pursuant
         to Section 2.05.

                  "Letter of Credit Facility" means, at any time, an amount
         equal to the least of (a) the aggregate amount of the Issuing Banks'
         Letter of Credit Commitments at such time, (b) $75,000,000 and (c) the
         aggregate amount of the Revolving Credit Commitments, as such amount
         may be reduced at or prior to such time pursuant to Section 2.05.

                  "Leverage Ratio" means, as of any date of determination, the
         ratio of Total Consolidated Debt as at the end of the most recently
         ended fiscal quarter of the Company for which financial statements are
         required to be delivered pursuant to Section 5.01(k) to EBITDA on a
         Consolidated basis for the Company and its Subsidiaries for the period
         of four most recently ended fiscal quarters of the Company for which
         financial statements are required to be delivered pursuant to Section
         5.01(k).

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

                  "Loan Documents" means this Agreement, each Designation
         Agreement, if any, and the Notes, if any.

                  "Material Adverse Change" means any material adverse change in
         the business, condition (financial or otherwise), operations, or
         properties of the Company and its Subsidiaries taken as a whole.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations, or
         properties of the Company and its Subsidiaries taken as a whole, (b)
         the rights and remedies of the Agent or any Lender under any Loan
         Document or (c) the ability of any Borrower to perform its obligations
         under any Loan Document to which it is a party.

                  "Material Subsidiary" means, at any time, a Subsidiary of the
         Company having at least 5% of the total Consolidated assets of the
         Company and its Subsidiaries (determined as of the last day of the most
         recent fiscal quarter of the Company) or at least 5% of the total
         Consolidated revenues of the Company and its Subsidiaries for the
         twelve month period ending on the last day of the most recent fiscal
         quarter of the Company.

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

                  "Multiemployer Plan" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which the Company or any ERISA
         Affiliate is making or accruing an obligation to make contributions, or
         has within any of the preceding five plan years made or accrued an
         obligation to make contributions.

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

                                       19
<PAGE>

                  "Non-Consenting Lender" has the meaning specified in Section
         2.19(b).

                  "Note" means a promissory note of any Borrower payable to the
         order of any Lender, delivered pursuant to a request made under Section
         2.16 in substantially the form of Exhibit A hereto, evidencing the
         aggregate indebtedness of such Borrower to such Lender resulting from
         the Advance made by such Lender to such Borrower.

                  "Notice of Borrowing" has the meaning specified in Section
         2.02(a).

                  "Notice of Issuance" has the meaning specified in Section
         2.03(a).

                  "Payment Office" means such office of Citibank as shall be
         from time to time selected by the Agent and notified by the Agent to
         the Company and the Lenders.

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

                  "Permitted Liens" means such of the following as to which no
         enforcement, collection, execution, levy or foreclosure proceeding
         shall have been commenced: (a) Liens for taxes, assessments and
         governmental charges or levies to the extent not required to be paid
         under Section 5.01(b) hereof; (b) Liens imposed by law, such as
         materialmen's, mechanics', carriers', workmen's and repairmen's Liens
         and other similar Liens arising in the ordinary course of business
         securing obligations that are not overdue for a period of more than 60
         days unless such obligations are being contested in good faith and by
         proper proceedings and as to which reserves required to be maintained
         in accordance with GAAP are maintained; (c) pledges or deposits to
         secure obligations under workers' compensation laws or similar
         legislation or to secure public or statutory obligations; and (d)
         easements, rights of way and other encumbrances on title to real
         property that do not render title to the property encumbered thereby
         unmarketable or materially adversely affect the use of such property
         for its present purposes.

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

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

                  "Public Debt Rating" means, as of any date, the lowest rating
         that has been most recently announced by either S&P or Moody's, as the
         case may be, for any class of non-credit enhanced long-term senior
         unsecured debt issued by the Company. For purposes of the foregoing,
         (a) if only one of S&P and Moody's shall have in effect a Public Debt
         Rating, the Applicable Margin, the Applicable Percentage and the
         Applicable Utilization Fee shall be determined assuming that the other
         rating agency's rating is set at the same level; (b) if neither S&P nor
         Moody's shall have in effect a Public Debt Rating, the Applicable
         Margin, the Applicable Percentage and the Applicable Utilization Fee
         shall be set in accordance with Level 5 under the definition of
         "Applicable Margin", "Applicable Percentage" or "Applicable Utilization
         Fee", as the case may be; (c) if the ratings established by S&P and
         Moody's shall fall within different levels, the Applicable Margin, the
         Applicable Percentage and the Applicable Utilization Fee shall be based
         upon the higher rating, provided that if the lower of such ratings is
         more than one level below the higher of such ratings, the Applicable
         Margin, the Applicable Percentage and the Applicable Utilization Fee
         will be determined based on the level immediately above the lower of
         such ratings; (d) if any rating established by S&P or Moody's shall be
         changed, such change shall be effective as of the date on which such
         change is first announced publicly by the rating agency making such
         change; and (e) if S&P or Moody's shall change the basis on which
         ratings are established, each reference to the Public Debt Rating
         announced by S&P or Moody's, as the case may be, shall refer to the
         then equivalent rating by S&P or Moody's, as the case may be.

                                       20
<PAGE>

                  "Ratable Share" of any amount means, with respect to any
         Lender at any time, the product of such amount times a fraction the
         numerator of which is the amount of such Lender's Revolving Credit
         Commitment at such time (or, if the Revolving Credit Commitments shall
         have been terminated pursuant to Section 2.07 or 6.01, such Lender's
         Revolving Credit Commitment as in effect immediately prior to such
         termination) and the denominator of which is the aggregate amount of
         all Revolving Credit Commitments at such time (or, if the Revolving
         Credit Commitments shall have been terminated pursuant to Section 2.07
         or 6.01, the aggregate amount of all Revolving Credit Commitments as in
         effect immediately prior to such termination).

                  "Reference Banks" means Citibank, ABN AMRO Bank N.V. and
         Wachovia Bank, National Association.

                  "Register" has the meaning specified in Section 9.07(d).

                  "Required Lenders" means at any time Lenders owed in excess of
         50% of the then aggregate unpaid principal amount (based on the
         Equivalent in Dollars at such time) of the Advances owing to Lenders,
         or, if no such principal amount is then outstanding, Lenders having in
         excess of 50% of the Revolving Credit Commitments.

                  "Revolving Credit Commitment" means as to any Lender (a) the
         Dollar amount set forth opposite such Lender's name on the signature
         pages hereof as such Lender's "Revolving Credit Commitment", (b) if
         such Lender has become a Lender hereunder pursuant to an Assumption
         Agreement, the Dollar amount set forth in such Assumption Agreement or
         (c) if such Lender has entered into any Assignment and Acceptance, the
         Dollar amount set forth for such Lender in the Register maintained by
         the Agent pursuant to Section 9.07(d), as such amount may be reduced
         pursuant to Section 2.05 or increased pursuant to Section 2.18.

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

                  "Significant Subsidiary" means, at any time, a Subsidiary of
         the Company having at least 2% of the total Consolidated assets of the
         Company and its Subsidiaries (determined as of the last day of the most
         recent fiscal quarter of the Company) or at least 2% of the total
         Consolidated pro forma revenues of the Company and its Subsidiaries for
         the twelve month period ending on the last day of the most recent
         fiscal quarter of the Company.

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

                  "Sub-Agent" means Citibank International plc.

                  "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency), (b)
         the interest in the capital or profits of such limited liability
         company, partnership or joint venture or (c) the beneficial interest in
         such trust or estate is at the time directly or indirectly owned or
         controlled by such Person, by such Person and one or more of its other
         Subsidiaries or by one or more of such Person's other Subsidiaries.

                                       21
<PAGE>

                  "Termination Date" means the earlier of (a) June 7, 2012,
         subject to the extension thereof pursuant to Section 2.19 and (b) the
         date of termination in whole of the Commitments pursuant to Section
         2.05 or 6.01; provided, however, that the Termination Date of any
         Lender that is a Non-Consenting Lender to any requested extension
         pursuant to Section 2.19 shall be the Termination Date in effect
         immediately prior to the applicable Extension Date for all purposes of
         this Agreement.

                  "Total Consolidated Debt" means all Debt that would, in
         accordance with GAAP, appear on the Consolidated balance sheet of the
         Company and its Subsidiaries.

                  "Unissued Letter of Credit Commitment" means, with respect to
         any Issuing Bank, the obligation of such Issuing Bank to issue Letters
         of Credit for the account of the Borrowers or their specified
         Subsidiaries in an amount equal to the excess of (a) the amount of its
         Letter of Credit Commitment over (b) the aggregate Available Amount of
         all Letters of Credit issued by such Issuing Bank.

                  "Unused Commitment" means, with respect to each Lender at any
         time, (a) such Lender's Revolving Credit Commitment at such time minus
         (b) the sum of (i) the aggregate principal amount of all Advances made
         by such Lender (in its capacity as a Lender) and outstanding at such
         time, plus (ii) such Lender's Ratable Share of (A) the aggregate
         Available Amount of all the Letters of Credit outstanding at such time
         and (B) the aggregate principal amount of all Advances made by each
         Issuing Bank pursuant to Section 2.03(c) that have not been ratably
         funded by such Lender and outstanding at such time.

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

                  "Withdrawal Liability" has the meaning specified in Part I of
         Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. Accounting Terms. For purposes of calculating
the financial covenants hereunder, all accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting
principles on the date hereof ("GAAP").

                                   ARTICLE II

             AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

                  SECTION 2.01. The Advances and Letters of Credit. (a) The
Advances. Each Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Advances to any Borrower from time to time on any Business
Day during the period from the Effective Date until the Termination Date
applicable to such Lender in an amount (based in respect of any Advances to be
denominated in Euros by reference to the Equivalent thereof in Dollars
determined on the date of delivery of the applicable Notice of Borrowing) not to
exceed such Lender's Unused Commitment. Each Borrowing shall be in an amount not
less than the Borrowing Minimum or the Borrowing Multiple in excess thereof and
shall consist of Advances of the same Type and in the same currency made on the
same day by the Lenders ratably according to their respective Revolving Credit
Commitments. Within the limits of each Lender's Revolving Credit Commitment, the
Borrowers may borrow under this Section 2.01(a), prepay pursuant to Section 2.10
and reborrow under this Section 2.01(a).

                                       22
<PAGE>

                  (b) Letters of Credit. Each Issuing Bank agrees, on the terms
and conditions hereinafter set forth, in reliance upon the agreements of the
other Lenders set forth in this Agreement, to issue letters of credit (each, a
"Letter of Credit") denominated in Dollars for the account of any Borrower and
its specified Subsidiaries from time to time on any Business Day during the
period from the Effective Date until 30 days before the Termination Date
applicable to such Issuing Bank in an aggregate Available Amount (i) for all
Letters of Credit issued by each Issuing Bank not to exceed at any time the
lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing
Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of
Credit not to exceed an amount equal to the Unused Commitments of the Lenders at
such time. No Letter of Credit shall have an expiration date (including all
rights of the applicable Borrower or the beneficiary to require renewal) later
than 10 Business Days before the Termination Date, provided that no Letter of
Credit may expire after the Termination Date of any Non-Consenting Lender if,
after giving effect to the issuance of such Letter of Credit, the aggregate
Revolving Credit Commitments of the Consenting Lenders (including any
replacement Lenders) for the period following such Termination Date would be
less than the Available Amount of the Letters of Credit expiring after such
Termination Date. Within the limits referred to above, the Borrowers may from
time to time request the issuance of Letters of Credit under this Section
2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to
constitute a Letter of Credit issued hereunder, and each Lender that is an
issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed
to be an Issuing Bank for each such letter of credit, provided than any renewal
or replacement of any such letter of credit shall be issued by an Issuing Bank
pursuant to the terms of this Agreement.

                  SECTION 2.02. Making the Advances. (a) Except as otherwise
provided in Section 2.03(c), each Borrowing shall be made on notice, given not
later than (x) 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Borrowing in the case of a Borrowing consisting of
Eurocurrency Rate Advances denominated in Dollars, (y) 4:00 P.M. (London time)
on the third Business Day prior to the date of the proposed Borrowing in the
case of a Borrowing consisting of Eurocurrency Rate Advances denominated in
Euros, or (z) 11:00 A.M. (New York City time) on the first Business Day prior to
the date of the proposed Borrowing in the case of a Borrowing consisting of Base
Rate Advances, by any Borrower to the Agent (and, in the case of a Borrowing
consisting of Eurocurrency Rate Advances, simultaneously to the Sub-Agent),
which shall give to each Lender prompt notice thereof by telecopier or
facsimile. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by
telephone, confirmed immediately in writing, by telecopier or facsimile in
substantially the form of Exhibit B hereto, specifying therein the requested (i)
date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii)
aggregate amount and currency of such Borrowing, and (iv) in the case of a
Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period.

                  Each Lender shall, before 11:00 A.M. (New York City time) on
the date of such Borrowing, in the case of a Borrowing consisting of Advances
denominated in Dollars, and before 11:00 A.M. (London time) on the date of such
Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances
denominated in Euros, make available for the account of its Applicable Lending
Office to the Agent at the applicable Agent's Account, in same day funds, such
Lender's ratable portion of such Borrowing. After the Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Agent will make such funds available to the Borrower requesting the
Borrowing at the Agent's address referred to in Section 9.02 or at the
applicable Payment Office, as the case may be.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) no Borrower may select Eurocurrency Rate Advances for any
Borrowing if the aggregate amount of such Borrowing is less than the Borrowing
Minimum or if the obligation of the Lenders to make Eurocurrency Rate Advances
shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the
Eurocurrency Rate Advances may not be outstanding as part of more than twelve
separate Borrowings.

                                       23
<PAGE>

                  (c) Each Notice of Borrowing of any Borrower shall be
irrevocable and binding on such Borrower. In the case of any Borrowing that the
related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate
Advances, the Borrower requesting such Borrowing shall indemnify each Lender
against any loss, cost or expense incurred by such Lender as a result of any
failure to fulfill on or before the date specified in such Notice of Borrowing
for such Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (including loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the Advance to be made
by such Lender as part of such Borrowing when such Advance, as a result of such
failure, is not made on such date.

                  (d) Unless the Agent shall have received notice from a Lender
prior to the date of any Borrowing that such Lender will not make available to
the Agent such Lender's ratable portion of such Borrowing, the Agent may assume
that such Lender has made such portion available to the Agent on the date of
such Borrowing in accordance with subsection (a) of this Section 2.02 and the
Agent may, in reliance upon such assumption, make available to the Borrower
requesting such Borrowing on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such ratable portion available to
the Agent, such Lender and such Borrower severally agree to repay to the Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to such Borrower until
the date such amount is repaid to the Agent, at (i) in the case of such
Borrower, the higher of (A) the interest rate applicable at the time to Advances
comprising such Borrowing and (B) the cost of funds incurred by the Agent in
respect of such amount and (ii) in the case of such Lender, (A) the Federal
Funds Rate in the case of Advances denominated in Dollars or (B) the cost of
funds incurred by the Agent in respect of such amount in the case of Advances
denominated in Euros. If such Lender shall repay to the Agent such corresponding
amount, such amount so repaid shall constitute such Lender's Advance as part of
such Borrowing for purposes of this Agreement.

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


SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of
Credit. (a) Request for Issuance. (i) Each Letter of Credit shall be issued upon
notice, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of Credit
(or on such shorter notice as the applicable Issuing Bank may agree), by any
Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt
notice thereof. Each such notice by a Borrower of issuance of a Letter of Credit
(a "Notice of Issuance") shall be by telecopier or telephone, confirmed
immediately in writing, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount of such Letter of
Credit, (C) expiration date of such Letter of Credit (which shall not be later
than 10 Business Days before the Termination Date), (D) name and address of the
beneficiary of such Letter of Credit and (E) form of such Letter of Credit, such
Letter of Credit shall be issued pursuant to such application and agreement for
letter of credit as such Issuing Bank may specify to the applicable Borrower for
use in connection with such requested Letter of Credit (a "Letter of Credit
Agreement"). If the requested form of such Letter of Credit is acceptable to
such Issuing Bank in its sole discretion, such Issuing Bank will, upon
fulfillment of the applicable conditions set forth in Article III, make such
Letter of Credit available to the applicable Borrower at its office referred to
in Section 9.02 or as otherwise agreed with such Borrower in connection with
such issuance. In the event and to the extent that the provisions of any Letter
of Credit Agreement shall conflict with this Agreement, the provisions of this
Agreement shall govern.

                                       24
<PAGE>

(b) Participations. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit  increasing or decreasing the amount  thereof) and without
any further  action on the part of the  applicable  Issuing Bank or the Lenders,
such Issuing Bank hereby grants to each Lender,  and each Lender hereby acquires
from such Issuing Bank, a  participation  in such Letter of Credit equal to such
Lender's  Ratable Share of the Available  Amount of such Letter of Credit.  Each
Borrower  hereby  agrees to each such  participation.  In  consideration  and in
furtherance of the foregoing,  each Lender hereby absolutely and unconditionally
agrees to pay to the Agent,  for the account of such Issuing Bank, such Lender's
Ratable  Share of each  drawing  made  under a Letter of  Credit  funded by such
Issuing Bank and not reimbursed by the applicable  Borrower on the date made, or
of any  reimbursement  payment  required to be refunded to such Borrower for any
reason,  which  amount  will be  advanced,  and  deemed to be an Advance to such
Borrower  hereunder,  regardless of the satisfaction of the conditions set forth
in Section  3.03.  Each Lender  acknowledges  and agrees that its  obligation to
acquire  participations  pursuant  to this  paragraph  in  respect of Letters of
Credit  is  absolute  and  unconditional  and  shall  not  be  affected  by  any
circumstance  whatsoever,  including any amendment,  renewal or extension of any
Letter of Credit or the occurrence and  continuance of a Default or reduction or
termination  of the  Revolving  Credit  Commitments,  and that each such payment
shall  be  made  without  any  offset,   abatement,   withholding  or  reduction
whatsoever.  Each Lender further  acknowledges and agrees that its participation
in each Letter of Credit will be automatically adjusted to reflect such Lender's
Ratable Share of the Available Amount of such Letter of Credit at each time such
Lender's  Revolving  Credit  Commitment  is  amended  pursuant  to a  Commitment
Increase,  an assignment  in  accordance  with Section 2.19 or 9.07 or otherwise
pursuant to this Agreement.
(c) Drawing and Reimbursement. The payment by an Issuing Bank of a draft drawn
under any Letter of Credit which is not reimbursed by the applicable Borrower on
the date made shall constitute for all purposes of this Agreement the making by
any such Issuing Bank of an Advance, which shall be a Base Rate Advance, in the
amount of such draft, without regard to whether the making of such an Advance
would exceed such Issuing Bank's Unused Commitment. Each Issuing Bank shall give
prompt notice of each drawing under any Letter of Credit issued by it to the
applicable Borrower and the Agent. Upon written demand by such Issuing Bank,
with a copy of such demand to the Agent and the applicable Borrower, each Lender
shall pay to the Agent such Lender's Ratable Share of such outstanding Advance
pursuant to Section 2.03(b). Each Lender acknowledges and agrees that its
obligation to make Advances pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds
to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an
outstanding Advance on (i) the Business Day on which demand therefor is made by
such Issuing Bank, provided that notice of such demand is given not later than
11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business
Day next succeeding such demand if notice of such demand is given after such
time. If and to the extent that any Lender shall not have so made the amount of
such Advance available to the Agent, such Lender agrees to pay to the Agent
forthwith on demand such amount together with interest thereon, for each day
from the date of demand by any such Issuing Bank until the date such amount is
paid to the Agent, at the Federal Funds Rate for its account or the account of
such Issuing Bank, as applicable. If such Lender shall pay to the Agent such
amount for the account of any such Issuing Bank on any Business Day, such amount
so paid in respect of principal shall constitute an Advance made by such Lender
on such Business Day for purposes of this Agreement, and the outstanding
principal amount of the Advance made by such Issuing Bank shall be reduced by
such amount on such Business Day.
(d) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to the
Agent and each Lender (with a copy to the Company) on the first  Business Day of
each month a written report summarizing issuance and expiration dates of Letters
of Credit  issued by such Issuing Bank during the  preceding  month and drawings
during  such  month  under all  Letters  of Credit and (B) to the Agent and each
Lender (with a copy to the Company) on the first  Business Day of each  calendar
quarter a written  report  setting forth the average daily  aggregate  Available
Amount during the preceding  calendar quarter of all Letters of Credit issued by
such Issuing Bank.

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

                                       25
<PAGE>

                  SECTION 2.04. Fees. (a) Facility Fee. The Company agrees to
pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender's Revolving Credit Commitment from the date hereof in the
case of each Initial Lender and from the effective date specified in the
Assumption Agreement or in the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender until the Termination Date
applicable to such Lender at a rate per annum equal to the Applicable Percentage
in effect from time to time, payable in arrears quarterly on the last day of
each March, June, September and December, commencing June 30, 2007, and on the
Termination Date applicable to each Lender.

                  (b) Letter of Credit Fees. (i) Each Borrower shall pay to the
         Agent for the account of each Lender a commission on such Lender's
         Ratable Share of the average daily aggregate Available Amount of all
         Letters of Credit issued for the account of such Borrower and
         outstanding from time to time at a rate per annum equal to the
         Applicable Margin for Eurocurrency Rate Advances in effect from time to
         time plus the Applicable Utilization Fee, if any, during such calendar
         quarter, payable in arrears quarterly on the last day of each March,
         June, September and December, commencing with the quarter ended June
         30, 2007, and on the final Termination Date applicable to each Lender;
         provided that the Applicable Margin shall be 2% above the Applicable
         Margin in effect upon the occurrence and during the continuation of an
         Event of Default if such Borrower is required to pay default interest
         pursuant to Section 2.07(b).

                  (ii) Each Borrower shall pay to each Issuing Bank, for its own
         account, a fronting fee of 0.125% of the Available Amount of each
         Letter of Credit issued by such Issuing Bank for the account of such
         Borrower, on the date of such issuance, and such other commissions,
         issuance fees, transfer fees and other fees and charges in connection
         with the issuance or administration of each Letter of Credit as such
         Borrower and such Issuing Bank shall agree.

                  (c) Agent's Fees. The Company shall pay to the Agent for its
         own account such fees as may from time to time be agreed between the
         Company and the Agent.

                  SECTION 2.05. Optional Termination or Reduction of the
Commitments. The Company shall have the right, upon at least two Business Days'
notice to the Agent, to terminate in whole or permanently reduce ratably in part
the Unused Commitments or the Unissued Letter of Credit Commitments of the
Lenders, provided that each partial reduction shall be in the aggregate amount
of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

                  SECTION 2.06. Repayment of Advances and Letter of Credit
Drawings. (a) Each Borrower shall repay to the Agent for the ratable account of
each Lender on the Termination Date applicable to such Lender the aggregate
principal amount of the Advances made by such Lender to such Borrower and then
outstanding.

(b) The obligations of each Borrower under any Letter of Credit Agreement and
any other agreement or instrument relating to any Letter of Credit issued for
the account of such Borrower shall be unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement, such Letter of
Credit Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances (it being understood
that any such payment by such Borrower is without prejudice to, and does not
constitute a waiver of, any rights such Borrower might have or might acquire as
a result of the payment by any Lender of any draft or the reimbursement by such
Borrower thereof):
                  (i) any lack of validity or enforceability of this Agreement,
         any Note, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C Related Documents");
                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the obligations of such Borrower in
         respect of any L/C Related Document or any other amendment or waiver of
         or any consent to departure from all or any of the L/C Related
         Documents;

                                       26
<PAGE>

                  (iii) the existence of any claim, set-off, defense or other
         right that such Borrower may have at any time against any beneficiary
         or any transferee of a Letter of Credit (or any Persons for which any
         such beneficiary or any such transferee may be acting), any Issuing
         Bank, any Agent, any Lender or any other Person, whether in connection
         with the transactions contemplated by the L/C Related Documents or any
         unrelated transaction;
                  (iv) any statement or any other document presented under a
         Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;
                  (v) payment by any Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit;
                  (vi) any exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any guarantee, for all or any of the obligations of such
         Borrower in respect of the L/C Related Documents; or
                  (vii) any other circumstance or happening that might otherwise
         constitute a defense available to, or a discharge of, such Borrower or
         a guarantor.
Notwithstanding the foregoing, any Issuing Bank paying any draft under a Letter
of Credit shall remain responsible to such Borrower for its own gross negligence
or willful misconduct.

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

                  (i) Base Rate Advances. During such periods as such Advance is
         a Base Rate Advance, a rate per annum equal at all times to the sum of
         (x) the Base Rate in effect from time to time plus (y) the Applicable
         Margin in effect from time to time plus (z) the Applicable Utilization
         Fee, if any, in effect from time to time, payable in arrears quarterly
         on the last day of each March, June, September and December during such
         periods and on the date such Base Rate Advance shall be Converted or
         paid in full.

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

                  (b) Default Interest. Upon the occurrence and during the
         continuance of an Event of Default under Section 6.01(a), the Agent
         may, and upon the request of the Required Lenders shall, require the
         Borrowers to pay interest ("Default Interest") on (i) the unpaid
         principal amount of each Advance owing to each Lender, payable in
         arrears on the dates referred to in clause (a)(i) or (a)(ii) above, at
         a rate per annum equal at all times to 2% per annum above the rate per
         annum required to be paid on such Advance pursuant to clause (a)(i) or
         (a)(ii) above and (ii) to the fullest extent permitted by law, the
         amount of any interest, fee or other amount payable hereunder that is
         not paid when due, from the date such amount shall be due until such
         amount shall be paid in full, payable in arrears on the date such
         amount shall be paid in full and on demand, at a rate per annum equal
         at all times to 2% per annum above the rate per annum required to be
         paid on Base Rate Advances pursuant to clause (a)(i) above; provided,
         however, that following acceleration of the Advances pursuant to
         Section 6.01, Default Interest shall accrue and be payable hereunder
         upon demand whether or not previously required by the Agent.

                  (c) Additional Interest on Eurocurrency Rate Advances. For so
         long as any Lender maintains reserves against Eurocurrency Liabilities,
         each Borrower shall pay to the Agent for the account of each such
         Lender additional interest on the unpaid principal amount of each
         Eurocurrency Rate Advance of such Lender made to it, from the date of
         such Advance until such principal amount is paid in full, at an
         interest rate per annum equal at all times to the remainder obtained by
         subtracting, in the case of Advances, (a) the Eurocurrency Rate for the
         Interest Period for such Advance from (b) the rate obtained by dividing
         such Eurocurrency Rate by a percentage equal to 100% minus the
         Eurocurrency Rate Reserve Percentage of such Lender for such Interest
         Period, payable on each date on which interest is payable on such
         Advance. Such additional interest shall be determined by such Lender
         and notified to the applicable Borrower through the Agent.

                                       27
<PAGE>

                  SECTION 2.08. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurocurrency Rate. If any one or more of the Reference Banks
shall not furnish such timely information to the Agent for the purpose of
determining any such interest rate, the Agent shall determine such interest rate
on the basis of timely information furnished by the remaining Reference Banks.
The Agent shall give prompt notice to the Company and the Lenders of the
applicable interest rate determined by the Agent for purposes of Section
2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for
the purpose of determining the interest rate under Section 2.07(a)(ii).

                  (b) If, with respect to any Eurocurrency Rate Advances, the
         Required Lenders notify the Agent that (i) they are unable to obtain
         matching deposits in the London inter-bank market at or about 11:00
         A.M. (London time) on the second Business Day before the making of a
         Borrowing in sufficient amounts to fund their respective Advances as a
         part of such Borrowing during its Interest Period or (ii) the
         Eurocurrency Rate for any Interest Period for such Advances will not
         adequately reflect the cost to such Required Lenders of making, funding
         or maintaining their respective Eurocurrency Rate Advances for such
         Interest Period, the Agent shall forthwith so notify the Company and
         the Lenders, whereupon (A) the Borrower of such Eurocurrency Advances
         will, on the last day of the then existing Interest Period therefor,
         (1) if such Eurocurrency Rate Advances are denominated in Dollars,
         either (x) prepay such Advances or (y) Convert such Advances into Base
         Rate Advances and (2) if such Eurocurrency Rate Advances are
         denominated in Euros, either (x) prepay such Advances or (y) exchange
         such Advances into an Equivalent amount of Dollars and Convert such
         Advances into Base Rate Advances and (B) the obligation of the Lenders
         to make, or to Convert Advances into, Eurocurrency Rate Advances shall
         be suspended until the Agent shall notify the Company and the Lenders
         that the circumstances causing such suspension no longer exist.

                  (c) If any Borrower shall fail to select the duration of any
         Interest Period for any Eurocurrency Rate Advances in accordance with
         the provisions contained in the definition of "Interest Period" in
         Section 1.01, the Agent will forthwith so notify such Borrower and the
         Lenders and such Advances will automatically, on the last day of the
         then existing Interest Period therefor, (i) if such Eurocurrency Rate
         Advances are denominated in Dollars, Convert into Base Rate Advances
         and (ii) if such Eurocurrency Rate Advances are denominated in Euros,
         be exchanged for an Equivalent amount of Dollars and Convert into Base
         Rate Advances.

                  (d) On the date on which the aggregate unpaid principal amount
         of Eurocurrency Rate Advances comprising any Borrowing shall be
         reduced, by payment or prepayment or otherwise, to less than the
         Borrowing Minimum, such Advances shall automatically Convert into Base
         Rate Advances.

                  (e) Upon the occurrence and during the continuance of any
         Event of Default, (i) each Eurocurrency Rate Advance will
         automatically, on the last day of the then existing Interest Period
         therefor, (A) if such Eurocurrency Rate Advances are denominated in
         Dollars, be Converted into Base Rate Advances and (B) if such
         Eurocurrency Rate Advances are denominated in Euros, be exchanged for
         an Equivalent amount of Dollars and be Converted into Base Rate
         Advances and (ii) the obligation of the Lenders to make, or to Convert
         Advances into, Eurocurrency Rate Advances shall be suspended.

                  (f) If Reuters Screen LIBOR01 Page is unavailable and fewer
         than two Reference Banks furnish timely information to the Agent for
         determining the Eurocurrency Rate for any Eurocurrency Rate Advances,

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<PAGE>

                  (i) the Agent shall forthwith notify the applicable Borrower
         and the Lenders that the interest rate cannot be determined for such
         Eurocurrency Rate Advances,

                  (ii) each such Advance will automatically, on the last day of
         the then existing Interest Period therefor, (A) if such Eurocurrency
         Rate Advance is denominated in Dollars, Convert into a Base Rate
         Advance and (B) if such Eurocurrency Rate Advance is denominated in
         Euros, be prepaid by the applicable Borrower or be automatically
         exchanged for an Equivalent amount of Dollars and be Converted into a
         Base Rate Advance (or if such Advance is then a Base Rate Advance, will
         continue as a Base Rate Advance), and

                  (iii) the obligation of the Lenders to make Eurocurrency Rate
         Advances or to Convert Advances into Eurocurrency Rate Advances shall
         be suspended until the Agent shall notify the Company and the Lenders
         that the circumstances causing such suspension no longer exist.

                     SECTION 2.09.  Optional  Conversion of Advances.
The Borrower of any Advance may on any Business Day, upon notice
given to the Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed Conversion and subject to the
provisions of Sections 2.08 and 2.12, Convert all Advances denominated in
Dollars of one Type comprising the same Borrowing into Advances denominated in
Dollars of the other Type; provided, however, that any Conversion of
Eurocurrency Rate Advances into Base Rate Advances shall be made only on the
last day of an Interest Period for such Eurocurrency Rate Advances, any
Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an
amount not less than the minimum amount specified in Section 2.02(b) and no
Conversion of any Advances shall result in more separate Borrowings than
permitted under Section 2.02(b). Each such notice of a Conversion shall, within
the restrictions specified above, specify (i) the date of such Conversion, (ii)
the Dollar denominated Advances to be Converted, and (iii) if such Conversion is
into Eurocurrency Rate Advances, the duration of the initial Interest Period for
each such Advance. Each notice of Conversion shall be irrevocable and binding on
the Borrower giving such notice.

                  SECTION 2.10. Prepayments of Advances. (a) Optional. Each
Borrower may, upon notice at least two Business Days' prior to the date of such
prepayment, in the case of Eurocurrency Rate Advances, and not later than 11:00
A.M. (New York City time) on the date of such prepayment, in the case of Base
Rate Advances, to the Agent stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given such Borrower shall,
prepay the outstanding principal amount of the Advances comprising part of the
same Borrowing in whole or ratably in part, together with accrued interest to
the date of such prepayment on the principal amount prepaid; provided, however,
that (x) each partial prepayment shall be in an aggregate principal amount of
not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof
and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, such
Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant
to Section 9.04(c).

                  (b) Mandatory. (i) If, on any date, the Agent notifies the
Company that, on any interest payment date, the sum of (A) the aggregate
principal amount of all Advances denominated in Dollars plus the aggregate
Available Amount of all Letters of Credit then outstanding plus (B) the
Equivalent in Dollars (determined on the third Business Day prior to such
interest payment date) of the aggregate principal amount of all Advances
denominated in Euros then outstanding exceeds 105% of the aggregate Commitments
of the Lenders on such date, the Borrowers shall, as soon as practicable and in
any event within two Business Days after receipt of such notice, subject to the
proviso to this sentence set forth below, prepay the outstanding principal
amount of any Advances owing by the Borrowers in an aggregate amount sufficient
to reduce such sum to an amount not to exceed 100% of the aggregate Commitments
of the Lenders on such date together with any interest accrued to the date of
such prepayment on the aggregate principal amount of Advances prepaid; provided
that if the aggregate principal amount of Base Rate Advances outstanding at the
time of such required prepayment is less than the amount of such required
prepayment, the portion of such required prepayment in excess of the aggregate
principal amount of Base Rate Advances then outstanding shall be deferred until
the earliest to occur of the last day of the Interest Period of the outstanding
Eurocurrency Rate Advances in an aggregate amount equal to the excess of such
required prepayment. The Agent shall give prompt notice of any prepayment
required under this Section 2.10(b)(i) to the Company and the Lenders, and shall
provide prompt notice to the Company of any such notice of required prepayment
received by it from any Lender.

                                       29
<PAGE>

                  (ii) Each prepayment made pursuant to this Section 2.10(b)
shall be made together with any interest accrued to the date of such prepayment
on the principal amounts prepaid and, in the case of any prepayment of a
Eurocurrency Rate Advance on a date other than the last day of an Interest
Period or at its maturity, any additional amounts which the Borrowers shall be
obligated to reimburse to the Lenders in respect thereof pursuant to Section
9.04(c). The Agent shall give prompt notice of any prepayment required under
this Section 2.10(b) to the Company and the Lenders.

                  SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority including, without limitation, any agency
of the European Union or similar monetary or multinational authority (whether or
not having the force of law), there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate
Advances or of agreeing to issue or of issuing or maintaining or participating
in Letters of Credit (excluding for purposes of this Section 2.11 any such
increased costs resulting from (i) Taxes or Other Taxes (as to which Section
2.14 shall govern) and (ii) changes in the basis of taxation of overall net
income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has
its Applicable Lending Office or any political subdivision thereof), then the
Company shall from time to time, upon demand by such Lender (with a copy of such
demand to the Agent), pay to the Agent for the account of such Lender additional
amounts sufficient to compensate such Lender for such increased cost. A
certificate as to the amount of such increased cost, submitted to the Company
and the Agent by such Lender, shall be conclusive and binding for all purposes,
absent manifest error.

                  (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend or to issue or participate in Letters of Credit hereunder and other
commitments of such type or the issuance or maintenance of or participation in
the Letters of Credit (or similar contingent obligations), then, upon demand by
such Lender (with a copy of such demand to the Agent), the Company shall pay to
the Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend or to issue or participate in Letters of
Credit hereunder or to the issuance or maintenance of or participation in any
Letters of Credit. A certificate as to such amounts submitted to the Company and
the Agent by such Lender shall be conclusive and binding for all purposes,
absent manifest error.

                  SECTION 2.12. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurocurrency Lending Office to perform its
obligations hereunder to make Eurocurrency Rate Advances in Dollars or Euros or
to fund or maintain Eurocurrency Rate Advances in Dollars or Euros hereunder,
(a) each Eurocurrency Rate Advance will automatically, upon such demand, Convert
into a Base Rate Advance and (b) the obligation of the Lenders to make
Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate
Advances shall be suspended until the Agent shall notify the Company and the
Lenders that the circumstances causing such suspension no longer exist.

                                       30
<PAGE>

                  SECTION 2.13. Payments and Computations. (a) Each Borrower
shall make each payment hereunder (except with respect to principal of, interest
on, and other amounts relating to, Advances denominated in Euros), irrespective
of any right of counterclaim or set-off, not later than 11:00 A.M. (New York
City time) on the day when due in Dollars to the Agent at the applicable Agent's
Account in same day funds. Each Borrower shall make each payment hereunder with
respect to principal of, interest on, and other amounts relating to, Advances
denominated in Euros, irrespective of any right of counterclaim or set-off, not
later than 11:00 A.M. (at the Payment Office for Euros) on the day when due in
Euros to the Agent, by deposit of such funds to the applicable Agent's Account
in same day funds. The Agent will promptly thereafter cause to be distributed
like funds relating to the payment of principal, interest, fees or commissions
ratably (other than amounts payable pursuant to Section 2.04(b)(ii), 2.11, 2.14
or 9.04(c)) to the Lenders for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a
Commitment Increase pursuant to Section 2.18 or an extension of the Termination
Date pursuant to Section 2.19, and upon the Agent's receipt of such Lender's
Assumption Agreement and recording of the information contained therein in the
Register, from and after the applicable Increase Date or Extension Date, as the
case may be, the Agent shall make all payments hereunder and under any Notes
issued in connection therewith in respect of the interest assumed thereby to the
Assuming Lender. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 9.07(c), from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and under the Notes
in respect of the interest assigned thereby to the Lender assignee thereunder,
and the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date directly
between themselves.

                  (b) Each Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due hereunder or under the
Note held by such Lender, to charge from time to time against any or all of such
Borrower's accounts with such Lender any amount so due.

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

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

                  (e) Unless the Agent shall have received notice from any
Borrower prior to the date on which any payment is due to the Lenders hereunder
that such Borrower will not make such payment in full, the Agent may assume that
such Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent such Borrower shall not have so made such payment in full to
the Agent, each Lender shall repay to the Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Agent, at (i) the Federal Funds Rate in the case of Advances
denominated in Dollars or (ii) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Euros.

                  (f) To the extent that the Agent receives funds for
application to the amounts owing by any Borrower under or in respect of this
Agreement or any Note in currencies other than the currency or currencies
required to enable the Agent to distribute funds to the Lenders in accordance
with the terms of this Section 2.13, the Agent shall be entitled to convert or
exchange such funds into Dollars or into Euros or from Dollars to Euros or from
Euros to Dollars, as the case may be, to the extent necessary to enable the
Agent to distribute such funds in accordance with the terms of this Section
2.13; provided that each Borrower and each of the Lenders hereby agree that the
Agent shall not be liable or responsible for any loss, cost or expense suffered
by such Borrower or such Lender as a result of any conversion or exchange of
currencies affected pursuant to this Section 2.13(f) or as a result of the
failure of the Agent to effect any such conversion or exchange; and provided
further that each Borrower agrees to indemnify the Agent and each Lender, and
hold the Agent and each Lender harmless, for any and all losses, costs and
expenses incurred by the Agent or any Lender for any conversion or exchange of
currencies (or the failure to convert or exchange any currencies) in accordance
with this Section 2.13(f).

                                       31
<PAGE>

                  SECTION 2.14. Taxes. (a) Any and all payments by each Borrower
to or for the account of any Lender or the Agent hereunder or under the Notes or
any other documents to be delivered hereunder shall be made, in accordance with
Section 2.13 or the applicable provisions of such other documents, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Agent, taxes imposed on
its overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction under the laws of which such Lender or the Agent (as
the case may be) is organized or any political subdivision thereof and, in the
case of each Lender, taxes imposed on its overall net income, and franchise
taxes imposed on it in lieu of net income taxes, by the jurisdiction of such
Lender's Applicable Lending Office or any political subdivision thereof (all
such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes"). If any Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note or any other documents to be delivered hereunder to any Lender or the
Agent, (i) the sum payable shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.14) such Lender or the Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii)
such Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

                  (b) In addition, the Company shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes any
other documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes or any other documents to be delivered hereunder (hereinafter
referred to as "Other Taxes").

                  (c) Each Borrower shall indemnify each Lender and the Agent
for and hold it harmless against the full amount of Taxes or Other Taxes
(including, without limitation, taxes of any kind imposed or asserted by any
jurisdiction on amounts payable under this Section 2.14) imposed on or paid by
such Lender or the Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
This indemnification shall be made within 30 days from the date such Lender or
the Agent (as the case may be) makes written demand therefor.

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

                                       32
<PAGE>

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Initial Lender and on the date of the
Assumption Agreement or the Assignment and Acceptance pursuant to which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter as reasonably requested in writing by the Company (but only so long
as such Lender remains lawfully able to do so), shall provide each of the Agent
and the Company with two original Internal Revenue Service forms W-8BEN or
W-8ECI, as appropriate, or any successor or other form prescribed by the
Internal Revenue Service, certifying that such Lender is exempt from or entitled
to a reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes. If the form provided by a Lender at the time such Lender
first becomes a party to this Agreement indicates a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from Taxes unless and until such Lender provides the
appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods
governed by such form; provided, however, that, if at the date of the Assignment
and Acceptance pursuant to which a Lender assignee becomes a party to this
Agreement, the Lender assignor was entitled to payments under subsection (a) in
respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any, applicable with
respect to the Lender assignee on such date. If any form or document referred to
in this subsection (e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on the
date hereof by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender
reasonably considers to be confidential, the Lender shall give notice thereof to
the Company and shall not be obligated to include in such form or document such
confidential information.

                  (f) For any period with respect to which a Lender has failed
to provide the Company with the appropriate form, certificate or other document
described in Section 2.14(e) (other than if such failure is due to a change in
law, or in the interpretation or application thereof, occurring subsequent to
the date on which a form, certificate or other document originally was required
to be provided, or if such form, certificate or other document otherwise is not
required under subsection (e) above), such Lender shall not be entitled to
indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure; provided, however, that should a
Lender become subject to Taxes because of its failure to deliver a form,
certificate or other document required hereunder, the Company shall take such
steps as the Lender shall reasonably request to assist the Lender to recover
such Taxes.

                  (g) Any Lender claiming any additional amounts payable
pursuant to this Section 2.14 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurocurrency Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                  SECTION 2.15. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances owing to it (other
than as payment of an Advance made by an Issuing Bank pursuant to the first
sentence of Section 2.03(c) or pursuant to Section 2.11, 2.14, 9.04(c) or
9.07(a)(v)) in excess of its Ratable Share of payments on account of the
Advances obtained by all the Lenders, such Lender shall forthwith purchase from
the other Lenders such participations in the Advances owing to them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount
equal to such Lender's ratable share (according to the proportion of (i) the
amount of such Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. Each Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of
such Borrower in the amount of such participation.

                                       33
<PAGE>

                  SECTION 2.16. Evidence of Debt. (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Advance owing
to such Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder in respect
of Advances. Each Borrower agrees that upon notice by any Lender to such
Borrower (with a copy of such notice to the Agent) to the effect that a Note is
required or appropriate in order for such Lender to evidence (whether for
purposes of pledge, enforcement or otherwise) the Advances owing to, or to be
made by, such Lender, such Borrower shall promptly execute and deliver to such
Lender a Note payable to the order of such Lender in a principal amount up to
the Revolving Credit Commitment of such Lender.

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

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

                                       34
<PAGE>

                  SECTION 2.17. Use of Proceeds. The proceeds of the Advances
shall be available (and each Borrower agrees that it shall use such proceeds)
for general corporate purposes of such Borrower and its Subsidiaries, including
acquisitions.

                  SECTION 2.18. Increase in the Aggregate Commitments. (a) The
Company may, at any time but in any event not more than twice in any calendar
year prior to the final Termination Date, by notice to the Agent, request that
the aggregate amount of the Revolving Credit Commitments be increased by an
amount of $10,000 000 or an integral multiple thereof (each a "Commitment
Increase") to be effective as of a date (the "Increase Date") specified in the
related notice to the Agent; provided, however that (i) in no event shall the
aggregate amount of the Revolving Credit Commitments at any time exceed
$550,000,000 and (ii) on the related Increase Date the applicable conditions set
forth in Article III shall be satisfied.

                  (b) The Agent shall promptly notify the Lenders of a request
         by the Company for a Commitment Increase, which notice shall include
         (i) the proposed amount of such requested Commitment Increase, (ii) the
         proposed Increase Date and (iii) the date by which Lenders wishing to
         participate in the Commitment Increase must commit to an increase in
         the amount of their respective Revolving Credit Commitments (the
         "Commitment Date"). Each Lender that is willing to participate in such
         requested Commitment Increase (each an "Increasing Lender") shall, in
         its sole discretion, give written notice to the Agent on or prior to
         the Commitment Date of the amount by which it is willing to increase
         its Revolving Credit Commitment. If the Lenders notify the Agent that
         they are willing to increase the amount of their respective Revolving
         Credit Commitments by an aggregate amount that exceeds the amount of
         the requested Commitment Increase, the requested Commitment Increase
         shall be allocated among the Lenders willing to participate therein in
         such amounts as are agreed between the Company and the Agent.

                  (c) Promptly following each Commitment Date, the Agent shall
         notify the Company as to the amount, if any, by which the Lenders are
         willing to participate in the requested Commitment Increase. If the
         aggregate amount by which the Lenders are willing to participate in any
         requested Commitment Increase on any such Commitment Date is less than
         the requested Commitment Increase, then the Company may extend offers
         to one or more Eligible Assignees to participate in any portion of the
         requested Commitment Increase that has not been committed to by the
         Lenders as of the applicable Commitment Date; provided, however, that
         the Revolving Credit Commitment of each such Eligible Assignee shall be
         in an amount of $5,000,000 or more.

                  (d) On each Increase Date, each Eligible Assignee that accepts
         an offer to participate in a requested Commitment Increase in
         accordance with Section 2.18(c) (each such Eligible Assignee and each
         Eligible Assignee that agrees to an extension of the Termination Date
         in accordance with Section 2.19(c), an "Assuming Lender") shall become
         a Lender party to this Agreement as of such Increase Date and the
         Revolving Credit Commitment of each Increasing Lender for such
         requested Commitment Increase shall be so increased by such amount (or
         by the amount allocated to such Lender pursuant to the last sentence of
         Section 2.18(b)) as of such Increase Date; provided, however, that the
         Agent shall have received on or before such Increase Date the
         following, each dated such date:

                  (i) (A) certified copies of resolutions of the Board of
         Directors of the Company or the Executive Committee of such Board
         approving the Commitment Increase and the corresponding modifications
         to this Agreement and (B) an opinion of counsel for the Company (which
         may be in-house counsel), in substantially the form of Exhibit D
         hereto;

                  (ii) an assumption agreement from each Assuming Lender, if
         any, in form and substance satisfactory to the Company and the Agent
         (each an "Assumption Agreement"), duly executed by such Eligible
         Assignee, the Agent and the Company; and

                  (iii) confirmation from each Increasing Lender of the increase
         in the amount of its Revolving Credit Commitment in a writing
         satisfactory to the Company and the Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.18(d), the Agent shall notify
the Lenders (including, without limitation, each Assuming Lender) and the
Company, on or before 1:00 P.M. (New York City time), by telecopier, of the
occurrence of the Commitment Increase to be effected on such Increase Date and
shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date. Each Increasing Lender
and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the
Increase Date, make available for the account of its Applicable Lending Office
to the Agent at the Agent's Account, in same day funds, in the case of such
Assuming Lender, an amount equal to such Assuming Lender's ratable portion of
the Borrowings then outstanding (calculated based on its Revolving Credit
Commitment as a percentage of the aggregate Revolving Credit Commitments
outstanding after giving effect to the relevant Commitment Increase) and, in the
case of such Increasing Lender, an amount equal to the excess of (i) such
Increasing Lender's ratable portion of the Borrowings then outstanding
(calculated based on its Revolving Credit Commitment as a percentage of the
aggregate Revolving Credit Commitments outstanding after giving effect to the
relevant Commitment Increase) over (ii) such Increasing Lender's ratable portion
of the Borrowings then outstanding (calculated based on its Revolving Credit
Commitment (without giving effect to the relevant Commitment Increase) as a
percentage of the aggregate Revolving Credit Commitments (without giving effect
to the relevant Commitment Increase). After the Agent's receipt of such funds
from each such Increasing Lender and each such Assuming Lender, the Agent will
promptly thereafter cause to be distributed like funds to the other Lenders for
the account of their respective Applicable Lending Offices in an amount to each
other Lender such that the aggregate amount of the outstanding Advances owing to
each Lender after giving effect to such distribution equals such Lender's
ratable portion of the Borrowings then outstanding (calculated based on its
Revolving Credit Commitment as a percentage of the aggregate Revolving Credit
Commitments outstanding after giving effect to the relevant Commitment
Increase).

                  SECTION 2.19. Extension of Termination Date. (a) At least 30
days but not more than 90 days prior to no more than three anniversaries of the
Effective Date, the Company, by written notice to the Agent, may request an
extension of the Termination Date of each Lender in effect at such time by one
year from its then scheduled expiration. The Agent shall promptly notify each
Lender of such request, and each Lender shall in turn, in its sole discretion,
not later than 20 days prior to such anniversary date, notify the Company and
the Agent in writing as to whether such Lender will consent to such extension.
If any Lender shall fail to notify the Agent and the Company in writing of its
consent to any such request for extension of the Termination Date applicable to
it at least 20 days prior to the applicable anniversary date, such Lender shall
be deemed to be a Non-Consenting Lender with respect to such request. The Agent
shall notify the Company not later than 15 days prior to the applicable
anniversary date of the decision of the Lenders regarding the Company's request
for an extension of the Termination Date.

                                       35
<PAGE>

                  (b) If all the Lenders consent in writing to any such request
         in accordance with subsection (a) of this Section 2.19, the Termination
         Date for each Lender in effect at such time shall, effective as at the
         applicable anniversary date (the "Extension Date"), be extended for one
         year; provided that on each Extension Date the applicable conditions
         set forth in Article III shall be satisfied. If less than all of the
         Lenders consent in writing to any such request in accordance with
         subsection (a) of this Section 2.19, the Termination Date in effect at
         such time shall, effective as at the applicable Extension Date and
         subject to subsection (d) of this Section 2.19, be extended as to those
         Lenders that so consented (each a "Consenting Lender") but shall not be
         extended as to any other Lender (each a "Non-Consenting Lender"). To
         the extent that the Termination Date is not extended as to any Lender
         pursuant to this Section 2.19 and the Revolving Credit Commitment of
         such Lender is not assumed in accordance with subsection (c) of this
         Section 2.19 on or prior to the applicable Extension Date, the
         Revolving Credit Commitment of such Non-Consenting Lender shall
         automatically terminate in whole on such unextended Termination Date
         without any further notice or other action by the Company, such Lender
         or any other Person; provided that such Non-Consenting Lender's rights
         under Sections 2.11, 2.14 and 9.04, and its obligations under Section
         8.05, shall survive the Termination Date for such Lender as to matters
         occurring prior to such date. It is understood and agreed that no
         Lender shall have any obligation whatsoever to agree to any request
         made by the Company for any requested extension of the Termination
         Date.

                  (c) If less than all of the Lenders consent to any such
         request pursuant to subsection (a) of this Section 2.19, the Agent
         shall promptly so notify the Consenting Lenders, and each Consenting
         Lender may, in its sole discretion, give written notice to the Agent
         not later than 10 days prior to the Commitment Date of the amount of
         the Non-Consenting Lenders' Revolving Credit Commitments for which it
         is willing to accept an assignment. If the Consenting Lenders notify
         the Agent that they are willing to accept assignments of Revolving
         Credit Commitments in an aggregate amount that exceeds the amount of
         the Revolving Credit Commitments of the Non-Consenting Lenders, such
         Revolving Credit Commitments shall be allocated among the Consenting
         Lenders willing to accept such assignments in such amounts as are
         agreed between the Company and the Agent. If after giving effect to the
         assignments of Revolving Credit Commitments described above there
         remains any Revolving Credit Commitments of Non-Consenting Lenders, the
         Company may arrange for one or more Consenting Lenders or other
         Eligible Assignees as Assuming Lenders to assume, effective as of the
         Extension Date, any Non-Consenting Lender's Revolving Credit Commitment
         and all of the obligations of such Non-Consenting Lender under this
         Agreement thereafter arising, without recourse to or warranty by, or
         expense to, such Non-Consenting Lender; provided, however, that the
         amount of the Revolving Credit Commitment of any such Assuming Lender
         as a result of such substitution shall in no event be less than
         $5,000,000 unless the amount of the Revolving Credit Commitment of such
         Non-Consenting Lender is less than $5,000,000, in which case such
         Assuming Lender shall assume all of such lesser amount; and provided
         further that:

                  (i) any such Consenting Lender or Assuming Lender shall have
         paid to such Non-Consenting Lender (A) the aggregate principal amount
         of, and any interest accrued and unpaid to the effective date of the
         assignment on, the outstanding Advances, if any, of such Non-Consenting
         Lender plus (B) any accrued but unpaid facility fees owing to such
         Non-Consenting Lender as of the effective date of such assignment;

                  (ii) all additional costs, reimbursements, expense
         reimbursements and indemnities payable to such Non-Consenting Lender,
         and all other accrued and unpaid amounts owing to such Non-Consenting
         Lender hereunder, as of the effective date of such assignment shall
         have been paid to such Non-Consenting Lender; and

                                       36
<PAGE>

                  (iii) with respect to any such Assuming Lender, the applicable
         processing and recordation fee required under Section 9.07(a) for such
         assignment shall have been paid;

provided further that such Non-Consenting Lender's rights under Sections 2.11,
2.14 and 9.04, and its obligations under Section 8.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if any, shall have delivered to the Company and the Agent an Assumption
Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender,
the Company and the Agent, (B) any such Consenting Lender shall have delivered
confirmation in writing satisfactory to the Company and the Agent as to the
increase in the amount of its Revolving Credit Commitment and (C) each
Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have
delivered to the Agent any Note or Notes held by such Non-Consenting Lender.
Upon the payment or prepayment of all amounts referred to in clauses (i), (ii)
and (iii) of the immediately preceding sentence, each such Consenting Lender or
Assuming Lender, as of the Extension Date, will be substituted for such
Non-Consenting Lender under this Agreement and shall be a Lender for all
purposes of this Agreement, without any further acknowledgment by or the consent
of the other Lenders, and the obligations of each such Non-Consenting Lender
hereunder shall, by the provisions hereof, be released and discharged.

                  (d) If (after giving effect to any assignments or assumptions
pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit
Commitments equal to at least 50% of the Revolving Credit Commitments in effect
immediately prior to the Extension Date consent in writing to a requested
extension (whether by execution or delivery of an Assumption Agreement or
otherwise) not later than one Business Day prior to such Extension Date, the
Agent shall so notify the Company, and, subject to the satisfaction of the
applicable conditions in Article III, the Termination Date then in effect shall
be extended for the additional one-year period as described in subsection (a) of
this Section 2.19, and all references in this Agreement, and in the Notes, if
any, to the "Termination Date" shall, with respect to each Consenting Lender and
each Assuming Lender for such Extension Date, refer to the Termination Date as
so extended. Promptly following each Extension Date, the Agent shall notify the
Lenders (including, without limitation, each Assuming Lender) of the extension
of the scheduled Termination Date in effect immediately prior thereto and shall
thereupon record in the Register the relevant information with respect to each
such Consenting Lender and each such Assuming Lender.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness. This
amendment and restatement of the Existing Credit Agreement shall become
effective on and as of the first date (the "Effective Date") on which the
following conditions precedent have been satisfied:

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

                  (b) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Company or any of its
         Subsidiaries pending or, to the knowledge of the Company, threatened
         before any court, governmental agency or arbitrator that (i) would be
         reasonably likely to have a Material Adverse Effect or (ii) purports to
         affect the legality, validity or enforceability of this Agreement or
         any other Loan Document or the consummation of the transactions
         contemplated hereby.

                  (c) Nothing shall have come to the attention of the Lenders
         during the course of their due diligence investigation to lead them to
         believe that (i) the Information Memorandum (other than the financial
         projections included therein) contained or contains any untrue
         statement of a material fact or omitted or omits to state a material
         fact necessary in order to make the statements contained therein not
         misleading in light of the circumstances in which such statements were
         made or (ii) the financial projections included in the Information
         Memorandum were not prepared in good faith based upon reasonable
         assumptions at the time prepared (it being understood that such
         projections are subject to significant uncertainties and contingencies,
         many of which are beyond the Company's control, and that no assurance
         can be given that the projections will be realized); and without
         limiting the generality of the foregoing, the Lenders shall have been
         given such access to the management, records, books of account,
         contracts and properties of the Company and its Subsidiaries as they
         shall have requested.

                                       37
<PAGE>

                  (d) The Company shall have notified each Lender and the Agent
         in writing as to the proposed Effective Date.

                  (e) The Company shall have paid all accrued fees (including
         the fees described in the Information Memorandum) and expenses of the
         Agent and the Lenders (including the invoiced accrued fees and expenses
         of counsel to the Agent).

                  (f) On the Effective Date, the following statements shall be
         true and the Agent shall have received for the account of each Lender a
         certificate signed by a duly authorized officer of the Company, dated
         the Effective Date, stating that:

                           (i) The representations and warranties contained in
                  Section 4.01 are correct on and as of the Effective Date, and

                           (ii) No event has occurred and is continuing that
constitutes a Default.

                  (g) The Agent shall have received on or before the Effective
         Date the following, each dated the Effective Date, in form and
         substance satisfactory to the Agent:

                           (i) The Notes to the Lenders to the extent requested
                  by any Lender pursuant to Section 2.16.

                           (ii) Certified copies of the resolutions of the Board
                  of Directors of the Company approving each Loan Document to
                  which it is a party, and of all documents evidencing other
                  necessary corporate action and governmental approvals, if any,
                  with respect to each Loan Document to which it is a party.

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

                           (iv) A favorable opinion of Roy Smith, General
                  Counsel for the Company, substantially in the form of Exhibit
                  D hereto and as to such other matters as any Lender through
                  the Agent may reasonably request.

                  SECTION 3.02. Initial Advance to Each Designated Subsidiary.
The obligation of each Lender to make an initial Advance to each Designated
Subsidiary is subject to the receipt by the Agent on or before the date of such
initial Advance of each of the following, in form and substance reasonably
satisfactory to the Agent and dated such date:

                  (a) The Notes of such Designated Subsidiary to the order of
         the Lenders to the extent requested by any Lender pursuant to Section
         2.16.

                  (b) Certified copies of the resolutions of the Board of
         Directors of such Designated Subsidiary (with a certified English
         translation if the original thereof is not in English) approving this
         Agreement and the Notes to be delivered by it, and of all documents
         evidencing other necessary corporate action and governmental approvals,
         if any, with respect to this Agreement.

                                       38
<PAGE>

                  (c) A certificate of a proper officer of such Designated
         Subsidiary certifying the names and true signatures of the officers of
         such Designated Subsidiary authorized to sign its Designation Agreement
         and the Notes to be delivered by it and the other documents to be
         delivered by it hereunder.

                  (d) A certificate signed by a duly authorized officer of the
         Company, certifying that such Designated Subsidiary has obtained all
         governmental and third party authorizations, consents, approvals
         (including exchange control approvals) and licenses required under
         applicable laws and regulations necessary for such Designated
         Subsidiary to execute and deliver its Designation Agreement and the
         Notes to be delivered by it and to perform its obligations hereunder
         and thereunder.

                  (e) A Designation Agreement duly executed by such Designated
         Subsidiary and the Company.

                  (f) A favorable opinion of counsel (which may be in-house
         counsel) to such Designated Subsidiary substantially in the form of
         Exhibit D hereto, and as to such other matters as any Lender through
         the Agent may reasonably request.

                  (g) Such other approvals, opinions or documents as any Lender
         through the Agent may reasonably request.

                      SECTION 3.03.  Conditions  Precedent to Each  Borrowing,
Issuance,  Commitment  Increase and Extension Date. The
obligation of each Lender to make an Advance (other than an Advance made by any
Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each
Borrowing, the obligation of each Issuing Bank to issue a Letter of Credit, each
Commitment Increase and each extension of Commitments pursuant to Section 2.19
shall be subject to the conditions precedent that the Effective Date shall have
occurred and on the date of such Borrowing, such issuance, the applicable
Increase Date or the applicable Extension Date (as the case may be) (a) the
following statements shall be true (and each of the giving of the applicable
Notice of Borrowing, Notice of Issuance, request for Commitment Increase request
for Commitment extension, and the acceptance by the applicable Borrower of the
proceeds of such Borrowing shall constitute a representation and warranty by
such Borrower that on the date of such Borrowing, date of such issuance, such
Increase Date or such Extension Date such statements are true):

                  (i) the representations and warranties contained in Section
         4.01 (except the representations set forth in the last sentence of
         subsection (e) thereof) and, in the case of any Borrowing of issuance
         made to or on behalf of a Designated Subsidiary, in the Designation
         Agreement for such Designated Subsidiary, are correct on and as of such
         date, before and after giving effect to such Borrowing, such issuance,
         such Commitment Increase or such Extension Date and to the application
         of the proceeds therefrom, as though made on and as of such date, and

                  (ii) no event has occurred and is continuing, or would result
         from such Borrowing, such issuance, such Commitment Increase or such
         Extension Date (as the case may be) or from the application of the
         proceeds therefrom, that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

                  SECTION 3.04. Determinations Under Section 3.01 and 3.02. For
purposes of determining compliance with the conditions specified in Sections
3.01 and 3.02, each Lender shall be deemed to have consented to, approved or
accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Lenders unless an officer of the Agent responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender prior
to the date that the Company, by notice to the Agent, designates as the proposed
Effective Date or the date of the initial Advance to the applicable Designated
Subsidiary, as the case may be, specifying its objection thereto. The Agent
shall promptly notify the Lenders of the occurrence of the Effective Date and
each date of initial Advance to a Designated Subsidiary, as applicable.

                                       39
<PAGE>

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01.  Representations and Warranties of the Company.
The Company represents and warrants as follows:

                  (a) Each Borrower is an entity duly organized and validly
         existing and, if applicable to such entity, in good standing under the
         laws of its jurisdiction of organization.

                  (b) The execution, delivery and performance by each Borrower
         of each Loan Document to which it is a party, and the consummation of
         the transactions contemplated hereby, are within such Borrower's
         corporate or other powers, have been duly authorized by all necessary
         corporate or other action, and do not contravene (i) such Borrower's
         charter or by-laws or (ii) law or any contractual restriction (other
         than any immaterial contractual restriction) binding on or affecting
         such Borrower.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery
         and performance by any Borrower of any Loan Document to which it is a
         party.

                  (d) This Agreement has been, and each of other Loan Documents
         to be delivered by it when delivered hereunder will have been, duly
         executed and delivered by each Borrower party thereto. This Agreement
         is, and each of other Loan Documents when delivered hereunder will be,
         the legal, valid and binding obligation of each Borrower party thereto
         enforceable against such Borrower in accordance with their respective
         terms.

                  (e) The Consolidated balance sheet of the Company and its
         Subsidiaries as at December 31, 2006, and the related Consolidated
         statements of income and cash flows of the Company and its Subsidiaries
         for the fiscal year then ended, accompanied by an opinion of KPMG LLP,
         independent public accountants, and the Consolidated balance sheet of
         the Company and its Subsidiaries as at March 31, 2007, and the related
         Consolidated statements of income and cash flows of the Company and its
         Subsidiaries for the three months then ended, duly certified by the
         chief financial officer of the Company, copies of which have been
         furnished to each Lender, fairly present, subject, in the case of said
         balance sheet as at March 31, 2007, and said statements of income and
         cash flows for the three months then ended, to year-end audit
         adjustments, the Consolidated financial condition of the Company and
         its Subsidiaries as at such dates and the Consolidated results of the
         operations of the Company and its Subsidiaries for the periods ended on
         such dates, all in accordance with generally accepted accounting
         principles consistently applied. Since December 31, 2006, there has
         been no Material Adverse Change.

                  (f) There is no pending or, to the knowledge of the Company,
         threatened action, suit, investigation, litigation or proceeding,
         including, without limitation, any Environmental Action, affecting the
         Company or any of its Subsidiaries before any court, governmental
         agency or arbitrator that (i) would be reasonably likely to have a
         Material Adverse Effect or (ii) purports to affect the legality,
         validity or enforceability of this Agreement or any other Loan Document
         or the consummation of the transactions contemplated hereby.

                                       40
<PAGE>

                  (g) Following application of the proceeds of each Advance, not
         more than 25% of the value of the assets (either of the Company only or
         of the Company and its Subsidiaries on a Consolidated basis) subject to
         the provisions of Section 5.02(a) or 5.02(f) or subject to any
         restriction contained in any agreement or instrument between the
         Company and any Lender or any Affiliate of any Lender relating to Debt
         and within the scope of Section 6.01(d) will be margin stock (within
         the meaning of Regulation U issued by the Board of Governors of the
         Federal Reserve System).

                  (h) Other than as set forth on Schedule 4.01(h), the
         operations and properties of the Company and each of its Subsidiaries
         comply in all respects with all applicable Environmental Laws, all
         necessary Environmental Permits have been obtained and are in effect
         for the operations and properties of the Company and its Subsidiaries,
         the Company and its Subsidiaries are in compliance with all such
         Environmental Permits, except to the extent that any such noncompliance
         or failure to obtain any necessary permits would not be reasonably
         expected to have a Material Adverse Effect, and to the knowledge of the
         Company, no circumstances exist that would be reasonably expected to
         (i) form the basis of an Environmental Action against the Company or
         any of its Subsidiaries or any of their properties that would have a
         Material Adverse Effect or (ii) cause any such property to be subject
         to any restrictions on ownership, occupancy, use or transferability
         under any applicable Environmental Law that would have a Material
         Adverse Effect.

                  (i) Other than the properties set forth on Schedule 4.01(i) or
         such other properties as to which a Material Adverse Effect would not
         reasonably be expected to result, none of the properties currently or
         formerly owned or operated by the Company or any of its Subsidiaries is
         listed or, to the knowledge of the Company, proposed for listing on the
         National Priorities List under CERCLA or on the CERCLIS or any
         analogous state list.

                  (j) Other than the locations set forth on Schedule 4.01(j) or
         such other locations as to which a Material Adverse Effect would not
         reasonably be expected to result, neither the Company nor any of its
         Subsidiaries has transported or arranged for the transportation of any
         Hazardous Materials to any location that is listed or, to the knowledge
         of the Company, proposed for listing on the National Priorities List
         under CERCLA or on the CERCLIS or any analogous state list; other than
         as set forth on Schedule 4.01(j), Hazardous Materials have not been
         released or disposed of on any property currently or formerly owned or
         operated by the Company or any of its Subsidiaries in a manner which
         would reasonably be expected to result in a Material Adverse Effect;
         and except to the extent failure to do so would not reasonably be
         expected to result in a Material Adverse Effect, all Hazardous
         Materials have been used, treated, handled, stored and disposed of on
         such properties in compliance with all applicable Environmental Laws
         and Environmental Permits.

                  (k) No ERISA Event has occurred or is reasonably expected to
         occur with respect to any Plan other than such ERISA Events as would
         not, individually or in the aggregate, reasonably be expected to result
         in a Material Adverse Effect.

                  (l) Schedule B (Actuarial Information) to the most recent
         annual report (Form 5500 Series) for each Plan, copies of which will
         have been filed with the Internal Revenue Service and furnished to the
         Agent is complete and accurate in all material respects and fairly
         presents the funding status of such Plan as of the date set forth
         therein, and since the date of such Schedule B there has been no change
         in such funding status that would reasonably be expected to result in a
         Material Adverse Effect.

                  (m) Neither the Company nor any of its ERISA Affiliates (other
         than one considered an ERISA Affiliate only pursuant to subsection (m)
         or (o) of Section 414 of the Internal Revenue Code) has incurred or is
         reasonably expected to incur any Withdrawal Liability to any
         Multiemployer Plan that would reasonably be expected to result in a
         Material Adverse Effect.

                                       41
<PAGE>

                  (n) Except as would not reasonably be expected to result in a
         Material Adverse Effect, neither the Company nor any of its ERISA
         Affiliates (other than one considered an ERISA Affiliate only pursuant
         to subsection (m) or (o) of Section 414 of the Internal Revenue Code)
         has been notified by the sponsor of a Multiemployer Plan that such
         Multiemployer Plan is in reorganization or has been terminated, within
         the meaning of Title IV of ERISA, and, to the best of the Company's
         knowledge, no such Multiemployer Plan is reasonably expected to be in
         reorganization or to be terminated, within the meaning of Title IV of
         ERISA.

                  (o) Neither any Borrower nor any of its Subsidiaries is an
         "investment company", or an "affiliated person" of, or "promoter" or
         "principal underwriter" for, an "investment company", as such terms are
         defined in the Investment Company Act of 1940, as amended. Neither the
         making of any Advances nor the application of the proceeds or repayment
         thereof by the Company, nor the consummation of the other transactions
         contemplated hereby, will violate any provision of such Act or any
         rule, regulation or order of the Securities and Exchange Commission
         thereunder.

                  (p) None of the Borrowers or any of their Subsidiaries is (i)
         named on the list of Specially Designated Nationals or Blocked Persons
         maintained by the U.S. Department of the Treasury's Office of Foreign
         Assets Control available at
         http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or (ii)(A) an
         agency of the government of a country, (B) an organization controlled
         by a country, or (C) a person resident in a country that is subject to
         a sanctions program identified on the list maintained by the U.S.
         Department of the Treasury's Office of Foreign Assets Control and
         available at
         http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as
         otherwise published from time to time, as such program may be
         applicable to such agency, organization or person, and the proceeds
         from any Advances hereunder will not be used to fund any operations in,
         finance any investments or activities in, or make any payments to, any
         such country, agency, organization or person.

                                    ARTICLE V

                            COVENANTS OF THE COMPANY

                  SECTION  5.01.  Affirmative  Covenants.  So long as any
Advance  shall  remain  unpaid or any Lender  shall have any Commitment
hereunder, the Company will:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply with all applicable laws, rules, regulations and
         orders, such compliance to include, without limitation, compliance with
         ERISA, except to the extent that any such non-compliance, in the
         aggregate, would not have a Material Adverse Effect.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, might by law become a Lien upon its property except to
         the extent that any such non-payment, in the aggregate, would not have
         a Material Adverse Effect; provided, however, that neither the Company
         nor any of its Subsidiaries shall be required to pay or discharge any
         such tax, assessment, charge or claim that is being contested in good
         faith and by proper proceedings and as to which any reserves required
         to be maintained in accordance with GAAP are maintained, unless and
         until any Lien resulting therefrom attaches to its property and becomes
         enforceable against its other creditors.

                                       42
<PAGE>

                  (c) Compliance with Environmental Laws. Comply, and cause each
         of its Subsidiaries and exercise its commercially reasonable efforts to
         cause all lessees and other Persons occupying its properties to comply,
         with all applicable Environmental Laws and Environmental Permits
         applicable to its operations and properties except to the extent that
         the failure so to comply would not reasonably be expected to result in
         a Material Adverse Effect; obtain and renew all Environmental Permits
         necessary for its operations and properties except to the extent that
         the failure to obtain or renew any of such Environmental Permits would
         not reasonably be expected to result in a Material Adverse Effect; and
         to the extent required by Environmental Laws conduct, and cause each of
         its Subsidiaries to conduct, any investigation, study, sampling and
         testing, and undertake any cleanup, removal, remedial or other action
         necessary to remove and clean up all Hazardous Materials from any of
         its properties, in all material respects in accordance with the
         requirements of all applicable Environmental Laws except to the extent
         that the failure so to comply would not reasonably be expected to
         result in a Material Adverse Effect; provided, however, that neither
         the Company nor any of its Subsidiaries shall be required to undertake
         any such cleanup, removal, remedial or other action to the extent that
         its obligation to do so is being contested in good faith and by proper
         proceedings and reserves appropriate in the reasonable judgment of the
         Company and its accountants are being maintained with respect to such
         circumstances.

                  (d) Maintenance of Insurance. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which the
         Company or such Subsidiary operates; provided, however, that the
         Company and its Subsidiaries may self-insure to the same extent as
         other companies engaged in similar businesses and owning similar
         properties in the same general areas in which the Company or such
         Subsidiary operates.

                  (e) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its corporate existence, material rights (charter and statutory) and
         material franchises; provided, however, that the Company and its
         Subsidiaries may consummate any merger or consolidation permitted under
         Section 5.02(b) and provided further that neither the Company nor any
         of its Subsidiaries shall be required to preserve any right or
         franchise if the Board of Directors of the Company or such Subsidiary
         shall determine that the preservation thereof is no longer desirable in
         the conduct of the business of the Company or such Subsidiary, as the
         case may be, and that the loss thereof is not materially
         disadvantageous to the Company and its Subsidiaries, taken as a whole,
         or to the Lenders.

                  (f) Visitation Rights. At any reasonable time and from time to
         time, permit the Agent or any of the Lenders or any agents or
         representatives thereof, to examine and make copies of and abstracts
         from the records and books of account of, and visit the properties of,
         the Company and any of its Subsidiaries, and to discuss the affairs,
         finances and accounts of the Company and any of its Subsidiaries with
         any of their officers or directors and with their independent certified
         public accountants unless such accountants reasonably object to such
         discussions.

                  (g) Preparation of Environmental Reports. If a Default caused
         by reason of breach of Section 4.01(f) with respect to environmental
         matters (including, without limitation, with respect to any
         Environmental Action), (h), (i) or (j) or 5.01(c) shall have occurred
         and be continuing, at the reasonable request of the Required Lenders
         through the Agent, provide to the Lenders within 90 days after such
         request, at the expense of the Company, an environmental site
         assessment report for the properties associated with such Default and
         described in such request, prepared by an environmental consulting firm
         acceptable to the Agent, indicating the presence or absence of
         Hazardous Materials in violation of or requiring remediation under
         Environmental Laws and the estimated cost of any compliance, removal or
         remedial action in connection with any such Hazardous Materials on such
         properties.

                                       43
<PAGE>

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

                  (i) Maintenance of Properties, Etc. Maintain and preserve, and
         cause each of its Subsidiaries to maintain and preserve, all of its
         properties that are necessary in the conduct of its business in good
         working order and condition, ordinary wear and tear excepted, provided
         that neither the Company nor any of its Subsidiaries shall be required
         to preserve any properties if the Board of Directors of the Company or
         such Subsidiary shall determine that the preservation thereof is no
         longer desirable in the conduct of the business of the Company or such
         Subsidiary, as the case may be, and that the loss thereof is not
         materially disadvantageous to the Company and its Subsidiaries, taken
         as a whole, or to the Lenders.

                  (j) Transactions with Affiliates. Conduct, and cause each of
         its Subsidiaries to conduct, other than with respect to transactions
         between the Company and its wholly owned Subsidiaries or between wholly
         owned Subsidiaries, all transactions otherwise permitted under this
         Agreement with any of their Affiliates on terms that are fair and
         reasonable and no less favorable to the Company or such Subsidiary
         (considered as a whole, in conjunction with all other relationships and
         arrangements with such Affiliates and consistent with prudent business
         practices) than it would obtain in a comparable arm's-length
         transaction with a Person not an Affiliate.

                  (k) Reporting Requirements. Furnish to the Agent (for
         distribution by the Agent to the Lenders):

                           (i) as soon as available and in any event within 45
                  days after the end of each of the first three quarters of each
                  fiscal year of the Company, the Consolidated balance sheet of
                  the Company and its Subsidiaries as of the end of such quarter
                  and Consolidated statements of income and cash flows of the
                  Company and its Subsidiaries for the period commencing at the
                  end of the previous fiscal year and ending with the end of
                  such quarter, duly certified (subject to year-end audit
                  adjustments) by the chief financial officer of the Company as
                  having been prepared in accordance with generally accepted
                  accounting principles and certificates of the chief financial
                  officer of the Company as to compliance with the terms of this
                  Agreement and setting forth in reasonable detail the
                  calculations necessary to demonstrate compliance with Section
                  5.03 and to determine the Leverage Ratio, provided that in the
                  event of any change in generally accepted accounting
                  principles used in the preparation of such financial
                  statements, the Company shall also provide, if necessary for
                  the determination of compliance with Section 5.03, a statement
                  of reconciliation conforming such financial statements to
                  GAAP;

                           (ii) as soon as available and in any event within 90
                  days after the end of each fiscal year of the Company, a copy
                  of the annual audit report for such year for the Company and
                  its Subsidiaries, containing the Consolidated balance sheet of
                  the Company and its Subsidiaries as of the end of such fiscal
                  year and Consolidated statements of income and cash flows of
                  the Company and its Subsidiaries for such fiscal year, in each
                  case accompanied by an opinion acceptable to the Required
                  Lenders by KPMG LLP or other independent public accountants
                  acceptable to the Required Lenders, and certificates of the
                  chief financial officer of the Company as to compliance with
                  the terms of this Agreement and setting forth in reasonable
                  detail the calculations necessary to demonstrate compliance
                  with Section 5.03 and to determine the Leverage Ratio,
                  provided that in the event of any change in generally accepted
                  accounting principles used in the preparation of such
                  financial statements, the Company shall also provide, if
                  necessary for the determination of compliance with Section
                  5.03, a statement of reconciliation conforming such financial
                  statements to GAAP;

                                       44
<PAGE>

                           (iii) as soon as possible and in any event within
                  five days after the occurrence of each Default continuing on
                  the date of such statement, a statement of the chief financial
                  officer of the Company setting forth details of such Default
                  and the action that the Company has taken and proposes to take
                  with respect thereto;

                           (iv) promptly after the sending or filing thereof, to
                  the extent not publicly available through the electronic data
                  gathering and retrieval facilities of the Securities and
                  Exchange Commission (in which case the Company shall promptly
                  notify the Agent of the availability of such information from
                  such sources), copies of all reports that the Company sends to
                  its securityholders generally, and copies of all reports and
                  registration statements that the Company or any Subsidiary
                  files with the Securities and Exchange Commission or any
                  national securities exchange (other than any reports on Form
                  11-K and any registration statements filed on Form S-8 or
                  their equivalents);

                           (v) promptly after the commencement thereof, notice
                  of all actions and proceedings before any court, governmental
                  agency or arbitrator affecting the Company or any of its
                  Subsidiaries of the type described in Section 4.01(f);

                           (vi) promptly after an officer of the Company knows
                  or should know of the occurrence thereof, notice of any
                  condition or occurrence on any property of the Company or any
                  of its Subsidiaries that results in a material noncompliance
                  by or material liability with respect to the Company or any of
                  its Subsidiaries with any applicable Environmental Law or
                  Environmental Permit which would reasonably be expected to (A)
                  form the basis of an Environmental Action against the Company
                  or any of its Subsidiaries or such property that would be
                  reasonably expected to have a Material Adverse Effect or (B)
                  cause any such property to be subject to any restrictions on
                  ownership, occupancy, use or transferability under any
                  Environmental Law that would be reasonably expected to have a
                  Material Adverse Effect;

                           (vii) promptly and in any event within 15 days after
                  the employee of the Company responsible for ERISA matters or
                  the employee of an ERISA Affiliate responsible for ERISA
                  matters knows or has reason to know that any ERISA Event has
                  occurred, a statement of the chief financial officer of the
                  Company describing such ERISA Event and the action, if any,
                  that the Company or such ERISA Affiliate has taken and
                  proposes to take with respect thereto;

                           (viii) promptly and in any event within three
                  Business Days after receipt thereof by the Company or any of
                  its ERISA Affiliates (other than one considered an ERISA
                  Affiliate only pursuant to subsection (m) or (o) of Section
                  414 of the Internal Revenue Code), copies of each notice from
                  the PBGC stating its intention to terminate any Plan or to
                  have a trustee appointed to administer any such Plan;

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

                           (x) promptly and in any event within 10 Business Days
                  after receipt thereof by the Company or any of its ERISA
                  Affiliates (other than one considered an ERISA Affiliate only
                  pursuant to subsection (m) or (o) of Section 414 of the
                  Internal Revenue Code) from the sponsor of a Multiemployer
                  Plan, copies of each notice concerning (x) the imposition of
                  Withdrawal Liability by any such Multiemployer Plan, (y) the
                  reorganization or termination, within the meaning of Title IV
                  of ERISA, of any such Multiemployer Plan or (z) the amount of
                  liability incurred, or that may be incurred, by the Company or
                  any of its ERISA Affiliates in connection with any event
                  described in clause (x) or (y); and

                                       45
<PAGE>

                           (xi) such other information respecting the Company or
                  any of its Subsidiaries as any Lender through the Agent may
                  from time to time reasonably request.

                  SECTION  5.02.  Negative  Covenants.  So long as any  Advance
shall  remain  unpaid  or any  Lender  shall  have any Commitment hereunder, the
Company will not:

                  (a) Liens, Etc. Create or suffer to exist, or permit any of
         its Subsidiaries to create or suffer to exist, any Lien on or with
         respect to any of its properties, whether now owned or hereafter
         acquired, or assign, or permit any of its Subsidiaries to assign, any
         right to receive income, other than:

                           (i)      Permitted Liens,

                           (ii) purchase money Liens upon or in any real
                  property or equipment acquired or held by the Company or any
                  of its Subsidiaries to secure the purchase price of such
                  property or equipment or to secure Debt incurred solely for
                  the purpose of financing the acquisition or improvement of
                  such property or equipment, or Liens existing on such property
                  or equipment at the time of its acquisition (other than any
                  such Liens created in contemplation of such acquisition that
                  were not incurred to finance the acquisition of such property)
                  or extensions, renewals or replacements of any of the
                  foregoing for the same or a lesser amount, provided, however,
                  that no such Lien shall extend to or cover any properties of
                  any character other than the real property or equipment being
                  acquired or improved (except to the extent that construction
                  financing may result in an encumbrance on the underlying fee
                  or leasehold), and no such extension, renewal or replacement
                  shall extend to or cover any property not theretofore subject
                  to the Lien being extended, renewed or replaced, provided
                  further that the aggregate principal amount of the
                  indebtedness secured by the Liens referred to in this clause
                  (ii) shall not exceed $200,000,000 at any time outstanding,

                           (iii) the Liens existing on the Effective Date and
                  described on Schedule 5.02(a) hereto,

                           (iv) Liens on property of a Person existing at the
                  time such Person is merged into or consolidated with the
                  Company or any Subsidiary of the Company or becomes a
                  Subsidiary of the Company; provided that such Liens were not
                  created in contemplation of such merger, consolidation or
                  acquisition and do not extend to any assets other than those
                  of the Person so merged into or consolidated with the Company
                  or such Subsidiary or acquired by the Company or such
                  Subsidiary,

                           (v) other Liens (A) securing Debt in an aggregate
                  principal amount not to exceed at any time outstanding an
                  amount equal to 15% of the Company's Consolidated Net Worth,
                  or (B) that arise in connection with receivables
                  securitization programs, in an aggregate principal amount not
                  to exceed $175,000,000 at any time outstanding (for purposes
                  of this clause (B), the "principal amount" of a receivables
                  securitization program shall mean the Invested Amount),

                           (vi) Liens in respect of goods consigned to the
                  Company or any of its Subsidiaries in the ordinary course of
                  business, including, without limitation, goods which are the
                  subject of tolling agreements or manufacturing and servicing
                  agreements to which the Company or any of its Subsidiaries is
                  a party; provided that such Liens are limited to the goods so
                  consigned and the goods which are the subject of such
                  agreements,

                                       46
<PAGE>

                           (vii) Liens securing Debt owed to the Company or to a
                  wholly owned Subsidiary of the Company; and

                           (viii) the replacement, extension or renewal of any
                  Lien permitted by clause (iii) or (iv) above upon or in the
                  same property theretofore subject thereto or the replacement,
                  extension or renewal (without increase in the amount or change
                  in any direct or contingent obligor) of the Debt secured
                  thereby.

                  (b) Mergers, Etc. Merge or consolidate with or into, or
         convey, transfer, lease or otherwise dispose of (whether in one
         transaction or in a series of transactions) all or substantially all of
         its assets (whether now owned or hereafter acquired) to, any Person, or
         permit any Material Subsidiary to do so, except that (i) the Company
         may merge or consolidate with any other Person so long as the Company
         is the surviving corporation and (ii) any Material Subsidiary may merge
         or consolidate with or into, or convey, transfer, lease or otherwise
         dispose of assets to (x) any other Subsidiary of the Company, (y) the
         Company or (z) any other Person, and in the case of this clause (z), so
         long as either (A) such Material Subsidiary is the surviving Person or
         (B) at least 75% of the consideration therefor received by the Company
         or any of its Subsidiaries is in the form of cash or other
         consideration that is converted into cash within 180 days after receipt
         thereof, provided, in each case, that no Default shall have occurred
         and be continuing at the time of such proposed transaction or would
         result therefrom.

                  (c) Subsidiary Debt. Permit any of its Subsidiaries to create
or suffer to exist, any Debt other than:

                           (i) Debt owed to the Company or to a wholly owned
                 Subsidiary of the Company,

                           (ii) Debt existing on the Effective Date and
                  described on Schedule 5.02(c) hereto (the "Existing Debt"),
                  and any Debt extending the maturity of, or refunding or
                  refinancing, in whole or in part, the Existing Debt, provided
                  that the principal amount of such Existing Debt shall not be
                  increased above the principal amount thereof outstanding
                  immediately prior to such extension, refunding or refinancing,
                  and the direct and contingent obligors therefor shall not be
                  changed, as a result of or in connection with such extension,
                  refunding or refinancing,

                           (iii) Debt secured by Liens permitted by Section
                  5.02(a)(v) aggregating for all of the Company's Subsidiaries
                  not more than $100,000,000 at any one time outstanding,

                           (iv) unsecured Debt and Invested Amounts aggregating
                  not more than $250,000,000 at any one time outstanding
                  incurred by a special purpose financing Subsidiary of the
                  Company,

                           (v) other Debt (whether secured or unsecured) to the
                  extent such Debt would be permitted to be secured under
                  Section 5.02(a)(v)(A),

                           (vi) Debt incurred hereunder,

                           (vii) Debt ("Acquired Debt") of any Person that
                  becomes a Subsidiary of the Company after the date hereof that
                  is existing at the time such Person becomes a Subsidiary of
                  the Company (other than Debt incurred in contemplation of such
                  Person becoming a Subsidiary of the Company), and any Debt
                  extending the maturity of, or refunding or refinancing, in
                  whole or in part, such Acquired Debt, provided that the terms
                  of any such extending, refunding or refinancing Debt, and of
                  any agreement entered into and of any instrument issued in
                  connection therewith, are otherwise not prohibited by this
                  Agreement and provided further that the principal amount of
                  such Acquired Debt shall not be increased above the principal
                  amount thereof (plus any undrawn lending commitments in
                  respect thereof) outstanding immediately prior to such
                  extension, refunding or refinancing, and the direct and
                  contingent obligors therefor shall not be changed, as a result
                  of or in connection with such extension, refunding or
                  refinancing, and

                                       47
<PAGE>

                           (viii) endorsement of negotiable instruments for
                  deposit or collection or similar transactions in the ordinary
                  course of business.

                  (d) Accounting Changes. Make or permit any change in the
         accounting policies or reporting practices applicable to the Company
         and its Consolidated Subsidiaries, except as required or permitted by
         generally accepted accounting principles.

                  (e) Change in Nature of Business. Make, or permit any of its
         Subsidiaries to make, any material change in the fundamental nature of
         the business of the Company and its Subsidiaries, taken as a whole, as
         carried on at the date hereof.

                  SECTION 5.03. Financial Covenants. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the
Company will:

                  (a) Interest Coverage Ratio. Maintain a ratio of Consolidated
         EBITDA of the Company and its Subsidiaries to Interest Expense for the
         four quarters most recently ended, in each case, by the Company and its
         Subsidiaries of not less than 3.50:1.00.

                  (b) Debt to EBITDA Ratio. Maintain a ratio of Total
         Consolidated Debt to Consolidated EBITDA of the Company and its
         Subsidiaries for the four quarters most recently ended of not greater
         than 3.25:1.00.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

                  (a) The Company or any other Borrower shall fail to pay any
         principal of any Advance when the same becomes due and payable; or the
         Company or any other Borrower shall fail to pay any interest on any
         Advance or make any other payment of fees or other amounts payable
         under this Agreement or any Note within three Business Days after the
         same becomes due and payable; or

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

                  (c) (i) The Company shall fail to perform or observe any term,
         covenant or agreement contained in Section 5.01(e), (f), (j) or (k),
         5.02 or 5.03, or (ii) any Borrower shall fail to perform or observe any
         other term, covenant or agreement contained in any Loan Document on its
         part to be performed or observed if such failure shall remain
         unremedied for 30 days after written notice thereof shall have been
         given to the Company by the Agent or any Lender; or

                                       48
<PAGE>

                  (d) The Company or any of its Subsidiaries shall fail to pay
         any principal of or premium or interest on any Debt that is outstanding
         in a principal amount of at least $50,000,000 (or the equivalent
         thereof in any other currency) or any Hedge Agreement the Agreement
         Value of which is at least $50,000,000 (or the equivalent thereof in
         any other currency) in the aggregate (but excluding Debt outstanding
         hereunder) of the Company or such Subsidiary (as the case may be), when
         the same becomes due and payable (whether by scheduled maturity,
         required prepayment, acceleration, demand or otherwise), and such
         failure shall continue after the applicable grace period, if any,
         specified in the agreement or instrument relating to such Debt or Hedge
         Agreement; or any other event shall occur or condition shall exist
         under any agreement or instrument relating to any such Debt or Hedge
         Agreement and shall continue after the applicable grace period, if any,
         specified in such agreement or instrument, if the effect of such event
         or condition is to accelerate, or to permit the acceleration of, the
         maturity of such Debt or Hedge Agreement; or any such Debt shall be
         declared to be due and payable, or required to be prepaid or redeemed
         (other than by a regularly scheduled required prepayment or
         redemption), purchased or defeased, or an offer to prepay, redeem,
         purchase or defease such Debt shall be required to be made, in each
         case prior to the stated maturity thereof; or

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

                  (f) Judgments or orders for the payment of money in excess of
         $50,000,000 (or the equivalent thereof in any other currency) in the
         aggregate shall be rendered against the Company or any of its
         Significant Subsidiaries and either (i) enforcement proceedings shall
         have been commenced by any creditor upon such judgment or order or (ii)
         there shall be any period of 20 consecutive days during which a stay of
         enforcement of such judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect; or

                  (g) Any non-monetary judgment or order shall be rendered
         against the Company or any of its Subsidiaries that would be reasonably
         expected to have a Material Adverse Effect, and there shall be any
         period of 20 consecutive days during which a stay of enforcement of
         such judgment or order, by reason of a pending appeal or otherwise,
         shall not be in effect; or

                  (h) (i) Any Person or two or more Persons acting in concert
         shall have acquired beneficial ownership (within the meaning of Rule
         13d-3 of the Securities and Exchange Commission under the Securities
         Exchange Act of 1934), directly or indirectly, of Voting Stock of the
         Company (or other securities convertible into such Voting Stock)
         representing 40% or more of the combined voting power of all Voting
         Stock of the Company; (ii) during any period of up to 24 consecutive
         months, commencing after the date of this Agreement, individuals who at
         the beginning of such 24-month period were directors of the Company
         shall cease for any reason to constitute a majority of the board of
         directors of the Company (except to the extent that individuals who at
         the beginning of such 24-month period were replaced by individuals (x)
         elected by a majority of the remaining members of the board of
         directors of the Company or (y) nominated for election by a majority of
         the remaining members of the board of directors of the Company and
         thereafter elected as directors by the shareholders of the Company); or
         (iii) any Person or two or more Persons acting in concert (other than
         directors or officers of the Company and its Subsidiaries) shall have
         acquired by contract or otherwise, a controlling influence over the
         management or policies of the Company; or

                                       49
<PAGE>

                  (i) Any ERISA Event shall have occurred in an amount exceeding
         $50,000,000; or

                  (j) The Company or any of its ERISA Affiliates shall have been
         notified by the sponsor of a Multiemployer Plan that it has incurred
         Withdrawal Liability to such Multiemployer Plan for which the Company
         would reasonably be expected to become liable in an amount that, when
         aggregated with all other amounts required to be paid to Multiemployer
         Plans by the Company and its ERISA Affiliates as Withdrawal Liability
         (determined as of the date of such notification), exceeds $50,000,000
         or requires payments exceeding $5,000,000 per annum; or

                  (k) The Company or any of its ERISA Affiliates shall have been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or is being terminated, within the meaning of
         Title IV of ERISA, the Company is reasonably expected to become liable
         in connection with such reorganization or termination and as a result
         of such reorganization or termination the aggregate annual
         contributions of the Company and its ERISA Affiliates to all
         Multiemployer Plans that are then in reorganization or being terminated
         have been or will be increased over the amounts contributed to such
         Multiemployer Plans for the plan years of such Multiemployer Plans
         immediately preceding the plan year in which such reorganization or
         termination occurs by an amount exceeding $10,000,000; or

                  (l) so long as any Subsidiary of the Company is a Designated
         Subsidiary, any provision of Article VII shall for any reason cease to
         be valid and binding on or enforceable against the Company, or the
         Company shall so state in writing;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Company and the other
Borrowers, declare the obligation of each Lender to make Advances (other than
Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the
Issuing Banks to issue Letters of Credit to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Company and the other
Borrowers, declare the Advances, all interest thereon and all other amounts
payable under this Agreement and the other Loan Documents to be forthwith due
and payable, whereupon the Advances, all such interest and all such amounts
shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by each Borrower; provided, however, that in the event of an actual or deemed
entry of an order for relief with respect to any Borrower under the Federal
Bankruptcy Code, (A) the obligation of each Lender to make Advances (other than
Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the
Issuing Banks to issue Letters of Credit shall automatically be terminated and
(B) the Advances, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by each Borrower.

                  SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Agent may with the consent, or shall at the request, of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrowers to, and forthwith upon such
demand the Borrowers will, (a) pay to the Agent on behalf of the Lenders in same
day funds at the Agent's office designated in such demand, for deposit in the
L/C Cash Collateral Account, an amount equal to the aggregate Available Amount
of all Letters of Credit then outstanding or (b) make such other arrangements in
respect of the outstanding Letters of Credit as shall be acceptable to the
Required Lenders and not more disadvantageous to the Borrowers than clause (a);
provided, however, that in the event of an actual or deemed entry of an order
for relief with respect to any Borrower under the Federal Bankruptcy Code, an
amount equal to the aggregate Available Amount of all outstanding Letters of
Credit shall be immediately due and payable to the Agent for the account of the
Lenders without notice to or demand upon the Borrowers, which are expressly
waived by each Borrower, to be held in the L/C Cash Collateral Account. If at
any time the Agent determines that any funds held in the L/C Cash Collateral
Account are subject to any right or claim of any Person other than the Agent and
the Lenders or that the total amount of such funds is less than the aggregate
Available Amount of all Letters of Credit, the Borrowers will, forthwith upon
demand by the Agent, pay to the Agent, as additional funds to be deposited and
held in the L/C Cash Collateral Account, an amount equal to the excess of (a)
such aggregate Available Amount over (b) the total amount of funds, if any, then
held in the L/C Cash Collateral Account that the Agent determines to be free and
clear of any such right and claim. Upon the drawing of any Letter of Credit, to
the extent funds are on deposit in the L/C Cash Collateral Account, such funds
shall be applied to reimburse the Issuing Banks to the extent permitted by
applicable law. After all such Letters of Credit shall have expired or been
fully drawn upon and all other obligations of the Borrowers hereunder and under
the Notes shall have been paid in full, the balance, if any, in such L/C Cash
Collateral Account shall be returned to the Borrowers.

                                       50
<PAGE>

                                   ARTICLE VII

                                    GUARANTY

                  SECTION 7.01. Guaranty. The Company hereby absolutely,
unconditionally and irrevocably guarantees, as a guarantee of payment and not of
collection, the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all obligations of each other Borrower now or hereafter existing under or in
respect of this Agreement and the Notes (including, without limitation, any
extensions, modifications, substitutions, amendments or renewals of any or all
of the foregoing obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premiums, fees, indemnities,
contract causes of action, costs, expenses or otherwise (such obligations being
the "Guaranteed Obligations"), and agrees to pay any and all out-of-pocket
expenses (including, without limitation, reasonable fees and expenses of outside
counsel) incurred by the Agent or any other Lender in enforcing any rights under
this Article VII. Without limiting the generality of the foregoing, the
Company's liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any such Borrower to the Agent or
any Lender under or in respect of this Agreement or the Notes but for the fact
that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving such Borrower.

                  SECTION 7.02. Guaranty Absolute. The Company guarantees that
         the Guaranteed Obligations will be paid strictly in accordance with the
         terms of this Agreement and the Notes, regardless of any law,
         regulation, decree or order now or hereafter in effect in any
         jurisdiction affecting any of such terms or the rights of any Lender
         with respect thereto. The obligations of the Company under or in
         respect of this Article VII are independent of the Guaranteed
         Obligations or any other obligations of any other Borrower under or in
         respect of this Agreement and the Notes, and a separate action or
         actions may be brought and prosecuted against the Company to enforce
         this Article VII, irrespective of whether any action is brought against
         any Borrower or whether any Borrower is joined in any such action or
         actions. The liability of the Company under this Article VII shall be
         irrevocable, absolute and unconditional irrespective of, and the
         Company hereby irrevocably waives any defenses it may now have or
         hereafter acquire in any way relating to, any or all of the following:

                  (a) any lack of validity or enforceability of this Agreement
         (other than this Article VII), the Notes or any agreement or instrument
         relating thereto;

                                       51
<PAGE>

                  (b) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Guaranteed Obligations or any
         other obligations of any Borrower under or in respect of this Agreement
         or the Notes, or any other amendment or waiver of or any consent to
         departure from this Agreement or the Notes, including, without
         limitation, any increase in the Guaranteed Obligations resulting from
         the extension of additional credit to any Borrower or any of its
         Subsidiaries or otherwise;

                  (c) any taking, exchange, release or non-perfection of any
         collateral, or any taking, release or amendment or waiver of, or
         consent to departure from, any other guaranty, for all or any of the
         Guaranteed Obligations;

                  (d) any manner of application of collateral, or proceeds
         thereof, to all or any of the Guaranteed Obligations, or any manner of
         sale or other disposition of any collateral for all or any of the
         Guaranteed Obligations or any other obligations of any Borrower under
         this Agreement or the Notes or any other assets of any Borrower or any
         of its Subsidiaries;

                  (e) any change, restructuring or termination of the corporate
         structure or existence of any Borrower or any of its Subsidiaries;

                  (f) any failure of any Lender or the Agent to disclose to the
         Company any information relating to the business, condition (financial
         or otherwise), operations, performance, properties or prospects of any
         Borrower now or hereafter known to such Lender or the Agent (the
         Company waiving any duty on the part of the Lenders and the Agent to
         disclose such information); or

                  (g) any other circumstance (including, without limitation, any
         statute of limitations) or any existence of or reliance on any
         representation by any Lender or the Agent that might otherwise
         constitute a defense available to, or a discharge of, any Borrower or
         any other guarantor or surety.

This Article VII shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by any Lender or the Agent or any other
Person upon the insolvency, bankruptcy or reorganization of any Borrower or
otherwise, all as though such payment had not been made.

                  SECTION 7.03. Waivers and Acknowledgments. (a) The Company
hereby unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Article VII and any requirement that
any Lender or the Agent protect, secure, perfect or insure any Lien or any
property subject thereto or exhaust any right or take any action against any
Borrower or any other Person or any collateral.

                  (b) The Company hereby unconditionally and irrevocably waives
any right to revoke this Article VII and acknowledges that the guaranty under
this Article VII is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future.

                  (c) The Company hereby unconditionally and irrevocably waives
(i) any defense arising by reason of any claim or defense based upon an election
of remedies by any Lender or the Agent that in any manner impairs, reduces,
releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of the Company or other
rights of the Company to proceed against any Borrower, any other guarantor or
any other Person or any collateral and (ii) any defense based on any right of
set-off or counterclaim against or in respect of the obligations of the Company
hereunder.

                                       52
<PAGE>

                  (d) The Company hereby unconditionally and irrevocably waives
any duty on the part of any Lender or the Agent to disclose to the Company any
matter, fact or thing relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any Borrower or
any of its Subsidiaries now or hereafter known by such Lender or the Agent.

                  (e) The Company acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by
this Agreement and the Notes and that the waivers set forth in Section 7.02 and
this Section 7.03 are knowingly made in contemplation of such benefits.

                  SECTION 7.04. Subrogation. The Company hereby unconditionally
and irrevocably agrees not to exercise any rights that it may now have or
hereafter acquire against any Borrower or any other insider guarantor that arise
from the existence, payment, performance or enforcement of the Company's
obligations under or in respect of this Article VII, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of any
Lender or the Agent against any Borrower or any other insider guarantor or any
collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from any Borrower or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this
Article VII shall have been paid in full in cash, all Letters of Credit shall
have expired or been terminated and the Commitments shall have expired or been
terminated. If any amount shall be paid to the Company in violation of the
immediately preceding sentence at any time prior to the latest of (a) the
payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Article VII, (b) the latest date of expiration or termination
of all Letters of Credit and (c) the final Termination Date, such amount shall
be received and held in trust for the benefit of the Lenders and the Agent,
shall be segregated from other property and funds of the Company and shall
forthwith be paid or delivered to the Agent in the same form as so received
(with any necessary endorsement or assignment) to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this Article VII,
whether matured or unmatured, in accordance with the terms of this Agreement, or
to be held as collateral for any Guaranteed Obligations or other amounts payable
under this Article VII thereafter arising. If (i) the Company shall make payment
to any Lender or the Agent of all or any part of the Guaranteed Obligations,
(ii) all of the Guaranteed Obligations and all other amounts payable under this
Article VII shall have been paid in full in cash, (iii) all Letters of Credit
shall have expired to been terminated and (iv) the final Termination Date shall
have occurred, the Lenders and the Agent will, at the Company's request and
expense, execute and deliver to the Company appropriate documents, without
recourse and without representation or warranty, necessary to evidence the
transfer by subrogation to the Company of an interest in the Guaranteed
Obligations resulting from such payment made by the Company pursuant to this
Article VII.

                  SECTION 7.05. Continuing Guaranty; Assignments. The guaranty
under this Article VII is a continuing guaranty and shall (a) remain in full
force and effect until the latest of (i) the indefeasible payment in full in
cash of the Guaranteed Obligations and all other amounts payable under this
Article VII, (ii) the latest date of expiration or termination of all Letters of
Credit and (iii) the final Termination Date, (b) be binding upon the Company,
its successors and assigns and (c) inure to the benefit of and be enforceable by
the Lenders and the Agent and their successors, transferees and assigns. Without
limiting the generality of clause (c) of the immediately preceding sentence, any
Lender may assign or otherwise transfer all or any portion of its rights and
obligations under this Agreement (including, without limitation, all or any
portion of its Commitments, the Advances owing to it and the Note or Notes held
by it) to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to such Lender herein or
otherwise, in each case as and to the extent provided in Section 9.07. The
Company shall not have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders.

                                       53
<PAGE>

                                  ARTICLE VIII

                                    THE AGENT

                  SECTION 8.01. Authorization and Action. Each Lender (in its
capacities as a Lender and Issuing Bank, as applicable) hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement and the other the Loan Documents
as are delegated to the Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto. As to any matters not expressly
provided for by the Loan Documents (including, without limitation, enforcement
or collection of the Notes), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders, and such instructions shall be
binding upon all Lenders and all holders of Notes; provided, however, that the
Agent shall not be required to take any action that exposes the Agent to
personal liability or that is contrary to this Agreement or applicable law. The
Agent agrees to give to each Lender prompt notice of each notice given to it by
the Company or any other Borrower pursuant to the terms of this Agreement.

                  SECTION 8.02. Agent's Reliance, Etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with the Loan
Documents, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt resulting therefrom
until the Agent receives and accepts an Assumption Agreement entered into by an
Assuming Lender as provided in Section 2.18 or 2.19, as the case may be, or an
Assignment and Acceptance entered into by such Lender, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult
with legal counsel (including counsel for the Company), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether written or oral) made in or
in connection with the Loan Documents; (iv) shall not have any duty to ascertain
or to inquire as to the performance, observance or satisfaction of any of the
terms, covenants or conditions of the Loan Documents on the part of any Borrower
or the existence at any time of any Default or to inspect the property
(including the books and records) of the Company or any other Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, any Loan Document or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of any Loan Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier
or facsimile) believed by it to be genuine and signed or sent by the proper
party or parties.

                  SECTION 8.03. CUSA and Affiliates. With respect to its
Commitments, the Advances made by it and the Note issued to it, CUSA shall have
the same rights, powers and duties under the Loan Documents as any other Lender
and may exercise the same as though it were not the Agent; and the term "Lender"
or "Lenders" shall, unless otherwise expressly indicated, include CUSA in its
individual capacity. CUSA and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the Company,
any of its Subsidiaries and any Person who may do business with or own
securities of the Company or any such Subsidiary, all as if CUSA were not the
Agent and without any duty to account therefor to the Lenders. The Agent shall
have no duty to disclose information obtained or received by it or any of its
Affiliates relating to the Company or its Subsidiaries to the extent such
information was obtained or received in any capacity other than as Agent.

                  SECTION 8.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

                                       54
<PAGE>

                  SECTION 8.05. Indemnification. (a) Each Lender severally
agrees to indemnify the Agent (to the extent not reimbursed by the Company) from
and against such Lender's Ratable Share of any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Agent in any way relating to or arising out of the
Loan Documents or any action taken or omitted by the Agent under the Loan
Documents (collectively, the "Indemnified Costs"), provided that no Lender shall
be liable for any portion of the Indemnified Costs resulting from the Agent's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Lender agrees to reimburse the Agent promptly upon demand for its ratable
share of any out-of-pocket expenses (including reasonable counsel fees) incurred
by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, the Loan Documents that are payable by the
Company hereunder, to the extent that the Agent is not reimbursed for such
expenses by the Company. In the case of any investigation, litigation or
proceeding giving rise to any Indemnified Costs, this Section 8.05 applies
whether any such investigation, litigation or proceeding is brought by the
Agent, any Lender or a third party.

(b) Each Lender severally agrees to indemnify the Issuing Banks (to the extent
not promptly reimbursed by the Company) from and against such Lender's Ratable
Share of any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by, or asserted against any
such Issuing Bank in any way relating to or arising out of the Loan Documents or
any action taken or omitted by such Issuing Bank hereunder or in connection
herewith; provided, however, that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Issuing Bank's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse any such Issuing Bank promptly upon demand for its
Ratable Share of any costs and expenses (including, without limitation, fees and
expenses of counsel) payable by the Company under Section 9.04, to the extent
that such Issuing Bank is not promptly reimbursed for such costs and expenses by
the Company.
(c) The failure of any Lender to reimburse the Agent or any Issuing Bank
promptly upon demand for its Ratable Share of any amount required to be paid by
the Lenders to the Agent as provided herein shall not relieve any other Lender
of its obligation hereunder to reimburse the Agent or any Issuing Bank for its
Ratable Share of such amount, but no Lender shall be responsible for the failure
of any other Lender to reimburse the Agent or any Issuing Bank for such other
Lender's Ratable Share of such amount. Without prejudice to the survival of any
other agreement of any Lender hereunder, the agreement and obligations of each
Lender contained in this Section 8.05 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.
Each of the Agent and each Issuing Bank agrees to return to the Lenders their
respective Ratable Shares of any amounts paid under this Section 8.05 that are
subsequently reimbursed by the Company.
                  SECTION 8.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Company and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under the
Loan Documents. After any retiring Agent's resignation or removal hereunder as
Agent, the provisions of this Article VII shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement.

                                       55
<PAGE>

                  SECTION 8.07. Sub-Agent. The Sub-Agent has been designated
under this Agreement to carry out duties of the Agent. The Sub-Agent shall be
subject to each of the obligations in this Agreement to be performed by the
Sub-Agent, and each of the Company, each other Borrower and the Lenders agrees
that the Sub-Agent shall be entitled to exercise each of the rights and shall be
entitled to each of the benefits of the Agent under this Agreement as relate to
the performance of its obligations hereunder.
                  SECTION 8.08. Other Agents. Each Lender hereby acknowledges
that no syndication agent and no documentation agent nor any other Lender
designated as any "Agent" (other than the Agent) on the signature pages or the
cover hereof has any liability hereunder other than in its capacity as a Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of any Loan Document, nor consent to any departure by any Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders, do any of the following: (a) waive any of
the conditions specified in Section 3.01, (b) except as provided in Section 2.18
or 2.19, increase or extend the Commitments of the Lenders, (c) reduce the
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (d) except as provided in Section 2.19, postpone any date fixed for
any payment of principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, (e) change the percentage of the Commitments or of
the aggregate unpaid principal amount of the Advances, or the number of Lenders,
that shall be required for the Lenders or any of them to take any action
hereunder, (f) reduce or limit the obligations of the Company under Section 7.01
or release or otherwise limit the Company's liability with respect to its
obligations under Article VII, or (g) amend this Section 9.01; and provided
further that (x) no amendment, waiver or consent shall, unless in writing and
signed by the Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Agent under this Agreement or the
other Loan Documents and (y) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Banks in addition to the Lenders required
above to take such action, adversely affect the rights or obligations of the
Issuing Banks in their capacities as such under this Agreement.

                  SECTION 9.02. Notices, Etc. (a) All notices and other
communications provided for hereunder shall be either (x) in writing (including
telecopier or facsimile communication) and mailed, telecopied or delivered or
(y) to the extent set forth in Section 8.02(b) and in the proviso to this
Section 9.02(a), by electronic mail confirmed immediately in writing, if to the
Company, at its address at Five Garret Mountain Plaza, West Paterson, New Jersey
07424, Attention: Treasurer; if to any Initial Lender, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; if to any other Lender,
at its Domestic Lending Office specified in the Assumption Agreement or the
Assignment and Acceptance pursuant to which it became a Lender; and if to the
Agent, at its address at Two Penns Way, New Castle, Delaware 19720, Attention:
Bank Loan Syndications Department; or, as to the Company or the Agent, at such
other address as shall be designated by such party in a written notice to the
other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Company and the Agent;
provided that materials required to be delivered pursuant to Section 5.01(k)(i),
(ii) and (iv) shall be delivered to the Agent as specified in Section 9.02(b) or
as otherwise specified to the Company by the Agent. All such notices and
communications shall, when mailed, telecopied or e-mailed, be effective when
deposited in the mails, telecopied or confirmed by e-mail, respectively, except
that notices and communications to the Agent pursuant to Article II, III or VII
shall not be effective until received by the Agent. Delivery by telecopier or
facsimile of an executed counterpart of any amendment or waiver of any provision
of this Agreement or the Notes or of any Exhibit hereto to be executed and
delivered hereunder shall be effective as delivery of a manually executed
counterpart thereof.

                                       56
<PAGE>

                  (b) Materials required to be delivered pursuant to Section
5.01(k)(i), (ii) and (iv) shall be delivered to the Agent in an electronic
medium in a format acceptable to the Agent by e-mail at
oploanswebadmin@citigroup.com. The Company agrees that the Agent may make such
materials, as well as any other written information, documents, instruments and
other material relating to the Company, any of its Subsidiaries or any other
materials or matters relating to this Agreement, the Notes or any of the
transactions contemplated hereby (collectively, the "Communications") available
to the Lenders by posting such notices on Intralinks or a substantially similar
electronic system reasonably approved by the Company (the "Platform"). Although
the primary web portal is secured with a dual firewall and a User ID/Password
Authorization System and the Platform is secured through a single user per deal
authorization method whereby each user may access the Platform only on a
deal-by-deal basis, the Company acknowledges that (i) the distribution of
material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution, (ii) the
Platform is provided "as is" and "as available" and (iii) neither the Agent nor
any of its Affiliates warrants the accuracy, adequacy or completeness of the
Communications or the Platform and each expressly disclaims liability for errors
or omissions in the Communications or the Platform. No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by the Agent
or any of its Affiliates in connection with the Platform.

                  (c) Each Lender agrees that notice to it (as provided in the
next sentence) (a "Notice") specifying that any Communications have been posted
to the Platform shall constitute effective delivery of such information,
documents or other materials to such Lender for purposes of this Agreement. Each
Lender agrees (i) to notify the Agent in writing of such Lender's e-mail address
to which a Notice may be sent by electronic transmission (including by
electronic communication) on or before the date such Lender becomes a party to
this Agreement (and from time to time thereafter to ensure that the Agent has on
record an effective e-mail address for such Lender) and (ii) that any Notice may
be sent to such e-mail address.

                  SECTION 9.03. No Waiver; Remedies. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 9.04. Costs and Expenses. (a) The Company agrees to
pay on demand all costs and expenses of the Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Agreement, the other Loan Documents and the other documents to be delivered
hereunder, including, without limitation, (A) all reasonable due diligence,
syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses
and (B) the reasonable fees and expenses of counsel for the Agent with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under the Loan Documents. The Company further agrees to pay on
demand all costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable counsel fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Agreement, the other Loan Documents and the other documents to be
delivered hereunder, including, without limitation, reasonable fees and expenses
of counsel for the Agent and each Lender in connection with the enforcement of
rights under this Section 9.04(a).

                  (b) The Company agrees to indemnify and hold harmless the
Agent and each Lender and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an "Indemnified Party") from
and against any and all claims, damages, losses, penalties, liabilities and
expenses (including, without limitation, reasonable fees and expenses of
counsel) incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or by reason of (including,
without limitation, in connection with any investigation, litigation or
proceeding or preparation of a defense in connection therewith) (i) the Notes,
this Agreement, any other Loan Document, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Advances or (ii) the
actual or alleged presence of Hazardous Materials on any property of the Company
or any of its Subsidiaries or any Environmental Action relating in any way to
the Company or any of its Subsidiaries (but excluding any such claim, damage,
loss, liability or expense (A) to the extent resulting from such Indemnified
Party's gross negligence or willful misconduct or (B) arising from a successful
claim by the Company against such Indemnified Party). In the case of an
investigation, litigation or other proceeding to which the indemnity in this
Section 9.04(b) applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Company, its
directors, equityholders or creditors or an Indemnified Party or any other
Person, whether or not any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated. The Company
also agrees not to assert any claim for special, indirect, consequential or
punitive damages against the Agent, any Lender, any of their Affiliates, or any
of their respective directors, officers, employees, attorneys and agents, on any
theory of liability, arising out of or otherwise relating to the Notes, this
Agreement, the other Loan Documents, any of the transactions contemplated herein
or the actual or proposed use of the proceeds of the Advances.

                                       57
<PAGE>

                  (c) If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance is made by any Borrower to or for the account of a
Lender (i) other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.08, 2.10 or 2.12,
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any
other reason, or by an Eligible Assignee to a Lender other than on the last day
of the Interest Period for such Advance upon an assignment of rights and
obligations under this Agreement pursuant to Section 9.07 as a result of a
demand by the Company pursuant to Section 9.07(a) or (ii) as a result of a
payment or Conversion pursuant to Section 2.08, 2.10 or 2.12, such Borrower
shall, upon demand by such Lender (with a copy of such demand to the Agent), pay
to the Agent for the account of such Lender any amounts required to compensate
such Lender for any additional losses, costs or expenses that it may reasonably
incur as a result of such payment or Conversion, including, without limitation,
any loss (including loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
any Lender to fund or maintain such Advance. If the amount of Euros purchased by
any Lender in the case of a Conversion or exchange of Advances in the case of
Section 2.08 or 2.12 exceeds the sum required to satisfy such Lender's liability
in respect of such Advances, such Lender agrees to remit to the Company such
excess.

                  (d) Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the agreements and obligations of the Borrowers
contained in Sections 2.11, 2.14 and 9.04 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.

                  SECTION 9.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender or such Affiliate to or for the credit or the account of the Company or
any Borrower against any and all of the obligations of the Company or any
Borrower now or hereafter existing under this Agreement and the Note held by
such Lender, whether or not such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be contingent or
unmatured. Each Lender agrees promptly to notify the appropriate Borrower after
any such set-off and application, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each Lender and its Affiliates under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
that such Lender and its Affiliates may have.

                  SECTION 9.06. Binding Effect. Subject to the satisfaction of
the conditions precedent set forth in Section 3.01, this amendment and
restatement of the Existing Credit Agreement shall become effective when it
shall have been executed by the Company and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the Company,
the Agent and each Lender and their respective successors and assigns, except
that neither the Company nor any other Borrower shall have the right to assign
its rights hereunder or any interest herein without the prior written consent of
the Lenders.

                                       58
<PAGE>

                  SECTION 9.07. Assignments and Participations. (a) Each Lender
may with the consent of each Issuing Bank (which consent shall not be
unreasonably withheld or delayed) and, if demanded by the Company (following a
demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five
Business Days' notice to such Lender and the Agent, will assign to one or more
Persons all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Revolving Credit
Commitment, its Unissued Letter of Credit Commitment, the Advances owing to it,
its participations in Letters of Credit and the Note or Notes held by it);
provided, however, that (i) each such assignment shall be of a constant, and not
a varying, percentage of all rights and obligations under this Agreement, (ii)
except in the case of an assignment to a Person that, immediately prior to such
assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the amount of (x) the Revolving Credit
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof, in each case, unless the
Company and the Agent otherwise agree and (y) the Unissued Letter of Credit
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Company pursuant to this Section 9.07(a) shall be arranged by
the Company after consultation with the Agent and shall be either an assignment
of all of the rights and obligations of the assigning Lender under this
Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment as
a result of a demand by the Company pursuant to this Section 9.07(a) unless and
until such Lender shall have received one or more payments from either the
Company or one or more Eligible Assignees in an aggregate amount at least equal
to the aggregate outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon to the date of payment of such
principal amount and all other amounts payable to such Lender under this
Agreement, and (vi) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note subject to such assignment and
a processing and recordation fee of $3,500 payable by the parties to each such
assignment, provided, however, that in the case of each assignment made as a
result of a demand by the Company, such recordation fee shall be payable by the
Company except that no such recordation fee shall be payable in the case of an
assignment made at the request of the Company to an Eligible Assignee that is an
existing Lender, and (vii) any Lender may, without the approval of the Company
and the Agent, assign all or a portion of its rights to any of its Affiliates.
Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights (other than its rights under Section 2.11, 2.14 and 9.04
to the extent any claim thereunder relates to an event arising prior such
assignment) and be released from its obligations (other than its obligations
under Section 8.05 to the extent any claim thereunder relates to an event
arising prior such assignment) under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).

                                       59
<PAGE>

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

                  (c) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Note or Notes subject to such assignment, the Agent
shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Company.

                  (d) The Agent shall maintain at its address referred to in
Section 9.02 a copy of each Assumption Agreement and each Assignment and
Acceptance delivered to and accepted by it and a register for the recordation of
the names and addresses of the Lenders and the Commitment of, and principal
amount of the Advances owing to, each Lender from time to time (the "Register").
The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Company, the other Borrowers, the Agent and the
Lenders may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Company or any Lender at any reasonable time and from time
to time upon reasonable prior notice.

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

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

                                       60
<PAGE>

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

                  SECTION 9.08. Confidentiality. Neither the Agent nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of the Company, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 9.07(f), to actual or prospective assignees and
participants, and then, in each case, only on a confidential basis, (b) as
required by any law, rule or regulation or judicial process, (c) to any rating
agency when required by it, provided that, prior to any such disclosure, such
rating agency shall undertake to preserve the confidentiality of any
Confidential Information relating to any Borrower received by it from such
Lender, (d) as requested (after notice to the Company to the extent practicable)
or required by any state, federal or foreign authority or examiner regulating
banks or banking and (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder or under any other Loan Document.

                  SECTION 9.09. Designated Subsidiaries. (a) Designation. The
Company may at any time, and from time to time, by delivery to the Agent of a
Designation Agreement duly executed by the Company and the respective Subsidiary
and substantially in the form of Exhibit E hereto, designate such Subsidiary as
a "Designated Subsidiary" for purposes of this Agreement and such Subsidiary
shall thereupon become a "Designated Subsidiary" for purposes of this Agreement
and, as such, shall have all of the rights and obligations of a Borrower
hereunder. The Agent shall promptly notify each Lender of each such designation
by the Company and the identity of the respective Subsidiary.

                  (b) Termination. Upon the payment and performance in full of
all of the indebtedness, liabilities and obligations under this Agreement of any
Designated Subsidiary then, so long as at the time no Notice of Borrowing in
respect of such Designated Subsidiary is outstanding, such Subsidiary's status
as a "Designated Subsidiary" shall terminate upon notice to such effect from the
Agent to the Lenders (which notice the Agent shall give promptly, and only upon
its receipt of a request therefor from the Company). Thereafter, the Lenders
shall be under no further obligation to make any Advance hereunder to such
Designated Subsidiary.

                  SECTION 9.10. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 9.11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier or facsimile shall be effective as delivery of a
manually executed counterpart of this Agreement.

                  SECTION 9.12. Judgment. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase Dollars with
such other currency at Citibank's principal office in London at 11:00 A.M.
(London time) on the Business Day preceding that on which final judgment is
given.

                  (b) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder in Euros into Dollars, the parties
agree to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Agent could purchase Euros with Dollars at Citibank's principal
office in London at 11:00 A.M. (London time) on the Business Day preceding that
on which final judgment is given.

                                       61
<PAGE>

                  (c) The obligation of the Company and each other Borrower in
respect of any sum due from it in any currency (the "Primary Currency") to any
Lender or the Agent hereunder shall, notwithstanding any judgment in any other
currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or the Agent (as the case may be), of any sum adjudged to
be so due in such other currency, such Lender or the Agent (as the case may be)
may in accordance with normal banking procedures purchase the applicable Primary
Currency with such other currency; if the amount of the applicable Primary
Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, the Company and each other
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify such Lender or the Agent (as the case may be) against such loss,
and if the amount of the applicable Primary Currency so purchased exceeds such
sum due to any Lender or the Agent (as the case may be) in the applicable
Primary Currency, such Lender or the Agent (as the case may be) agrees to remit
to the Company or such other Borrower such excess.

                  SECTION 9.13. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any other Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. The Company and each other
Borrower hereby irrevocably consents to the service of process in any action or
proceeding in such courts by the mailing thereof by any parties hereto by
registered or certified mail, postage prepaid, to the Company at its address
specified pursuant to Section 9.02. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document in the courts of any jurisdiction.

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

                  SECTION 9.14. No Liability of the Issuing Banks. The Borrowers
assume all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
an Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
applicable Borrower shall have a claim against such Issuing Bank, and such
Issuing Bank shall be liable to such Borrower, to the extent of any direct, but
not consequential, damages suffered by such Borrower that such Borrower proves
were caused by such Issuing Bank's willful misconduct or gross negligence. In
furtherance and not in limitation of the foregoing, such Issuing Bank may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary;
provided that nothing herein shall be deemed to excuse such Issuing Bank if it
acts with gross negligence or willful misconduct in accepting such documents.

                                       62
<PAGE>

                  SECTION 9.15. Patriot Act. Each Lender hereby notifies each
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required
to obtain, verify and record information that identifies each borrower,
guarantor or grantor hereunder, which information includes the name and address
of each borrower, guarantor or grantor hereunder and other information that will
allow such Lender to identify such borrower, guarantor or grantor hereunder in
accordance with the Act.

                                       63
<PAGE>

                  SECTION 9.16. Waiver of Jury Trial. Each of the Company, each
other Borrower, the Agent and the Lenders hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement or any
other Loan Document or the actions of the Agent or any Lender in the
negotiation, administration, performance or enforcement thereof.

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

                                   CYTEC INDUSTRIES INC.


                                   By /s/ T. P. Wozniak
                                      ------------------
                                       Title:  Treasurer


                                   CITICORP USA, INC.,
                                      as Agent


                                   By /s/ Daniel Gouger
                                      -----------------
                                       Title:  Vice President


                                 Initial Lenders
                                 ---------------

                                     Lenders
                                     -------

Letter of Credit Commitment
---------------------------

$37,500,000                           CITIBANK, N.A.


                                      By /s/ Daniel Gouger
                                         -----------------
                                          Title:  Vice President

$37,500,000                           CALYON NEW YORK BRANCH


                                      By /s/ Michael Madnick
                                         -------------------
                                          Title:  Managing Director

                                      By /s/ Yuri Muzichenko
                                         -------------------
                                          Title:  Director

$75,000,000                Total of the Letter of Credit Commitments

                                       64
<PAGE>

Revolving Credit Commitment
---------------------------

                              Administrative Agent
                              --------------------

$70,000,000                         CITICORP USA, INC.

                                    By /s/ Daniel Gouger
                                       -----------------
                                        Title:  Vice President


                               Syndication Agents
                               ------------------

$52,500,000                          ABN AMRO BANK N.V.

                                     By /s/ Alexander M. Blodi
                                        ----------------------
                                         Title:  Managing Director

                                     By /s/ David Carrington
                                        ---------------------
                                         Title:  Director

$52,500,000                          WACHOVIA BANK, NATIONAL ASSOCIATION

                                     By /s/ Barbara Van Meerten
                                        -----------------------
                                         Title:  Director

                              Documentation Agents
                              --------------------

$35,000,000                          CALYON NEW YORK BRANCH

                                     By /s/ Michael Madnick
                                        -------------------
                                         Title:  Managing Director

                                     By /s/ Yuri Muzichenko
                                        -------------------
                                         Title: Director

$35,000,000                          THE BANK OF NOVA SCOTIA

                                     By /s/ Todd Meller
                                        ---------------
                                         Title:  Managing Director

$35,000,000                          SUNTRUST BANK

                                     By /s/ Robert Maddox
                                        -----------------
                                         Title:  Vice President

                                     Lenders
                                     -------

$25,000,000                           FORTIS CAPITAL CORP.

                                      By /s/ John W. Deegan
                                         ------------------
                                          Title:  Senior Vice President

                                     By /s/
                                        --
                                          Title:  Managing Director

                                       65
<PAGE>

$25,000,000                         PNC BANK, NATIONAL ASSOCIATION

                                    By /s/ Timothy J. Hornickle
                                       ------------------------
                                        Title:  Vice President

$25,000,000                         SUMITOMO MITSUI BANKING CORP.,
                                    NEW YORK

                                    By /s/ David A. Buck
                                       -----------------
                                        Title:  Senior Vice President

$25,000,000                         THE BANK OF TOKYO MITSUBISHI UFJ, LIMITED

                                    By /s/ Maria Ferradas
                                       ------------------
                                        Title:  Authorized Signatory

$20,000,000                         HSBC BANK USA, NATIONAL ASSOCIATION

                                    By /s/ David A. Mandell
                                       --------------------
                                        Title:  Managing Director


$400,000,000      Total of the Commitments


                                       66