Exhibit 4.1

                                CREDIT AGREEMENT

                                   dated as of
                                November 30, 2007


                                      Among


                             ESCO TECHNOLOGIES INC.,
                                  as Borrower,


                     THE LENDING INSTITUTIONS NAMED HEREIN,
                                   as Lenders,

                                       and

                               NATIONAL CITY BANK,
                  as an LC Issuer, Swing Line Lender and as the
            Lead Arranger, Administrative Agent and Syndication Agent




                         $330,000,000 Revolving Facility



<PAGE>

ARTICLE I.            DEFINITIONS AND TERMS..................................1

Section 1.01          Certain Defined Terms..       .........................1

Section 1.02          Computation of Time Periods...........................25

Section 1.03          Accounting Terms......................................25

Section 1.04          Terms Generally.......................................25

Section 1.05          Currency Equivalents..................................26

ARTICLE II.           THE TERMS OF THE CREDIT FACILITY......................26

Section 2.01          Establishment of the Credit Facility..................26

Section 2.02          Revolving Facility....................................26

Section 2.03          [Intentionally Omitted.]..............................27

Section 2.04          Swing Line Facility...................................27

Section 2.05          Letters of Credit.....................................28

Section 2.06          Notice of Borrowing...................................32

Section 2.07          Funding Obligations; Disbursement of Funds............33

Section 2.08          Evidence of Obligations.. ............................34

Section 2.09          Interest; Default Rate................................35

Section 2.10          Conversion and Continuation of Loans..................36

Section 2.11          Fees..................................................37

Section 2.12          Termination and Reduction of Revolving Commitments....38

Section 2.13          Voluntary and Mandatory Prepayments of Loans..........38

Section 2.14          Method and Place of Payment...........................41

ARTICLE III.          INCREASED COSTS, ILLEGALITY AND TAXES.................42

Section 3.01          Increased Costs, Illegality, etc......................42

Section 3.02          Breakage Compensation.................................44

Section 3.03          Net Payments..........................................44

Section 3.04          Increased Costs to LC Issuers.........................46

Section 3.05          Change of Lending Office; Replacement of Lenders......46

ARTICLE IV.           CONDITIONS PRECEDENT..................................47

Section 4.01          Conditions Precedent at Closing Date..................47

Section 4.02          Conditions Precedent to All Credit Events.............50

ARTICLE V.            REPRESENTATIONS AND WARRANTIES........................50

Section 5.01          Corporate Status......................................51

Section 5.02          Corporate Power and Authority.........................51

Section 5.03          No Violation..........................................51

Section 5.04          Governmental Approvals................................51

Section 5.05          Litigation............................................51

Section 5.06          Use of Proceeds; Margin Regulations...................52

Section 5.07          Financial Statements..................................52

Section 5.08          Solvency..............................................53

Section 5.09          No Material Adverse Change............................53

Section 5.10          Tax Returns and Payments..............................53

Section 5.11          Title to Properties, etc..............................53

Section 5.12          Lawful Operations, etc................................54

Section 5.13          Environmental Matters.................................54

Section 5.14          Compliance with ERISA.................................54

Section 5.15          Intellectual Property, etc............................55

Section 5.16          Investment Company Act, etc...........................55

Section 5.17          Insurance.............................................55

Section 5.18          Burdensome Contracts; Labor Relations.................55

Section 5.19          Security Interests....................................55

Section 5.20          True and Complete Disclosure..........................56

Section 5.21          Defaults..............................................56

Section 5.22          Capitalization........................................56

Section 5.23          Representation and Warranties in Purchase Agreement
                       Documentation.........                        .......56

Section 5.24          Anti-Terrorism Law Compliance.........................57

ARTICLE VI.           AFFIRMATIVE COVENANTS.................................57

Section 6.01          Reporting Requirements................................57

Section 6.02          Books, Records and Inspections........................60

Section 6.03          Insurance.............................................60

Section 6.04          Payment of Taxes and Claims...........................60

Section 6.05          Corporate Franchises..................................61

Section 6.06          Good Repair...........................................61

Section 6.07          Compliance with Statutes, etc.........................61

Section 6.08          Compliance with Environmental Laws.. .................61

Section 6.09          Certain Subsidiaries to Join in Subsidiary Guaranty...62

Section 6.10          Additional Security; Further Assurances...............62

Section 6.11          Most Favored Covenant Status..........................62

Section 6.12          Senior Debt...........................................63

Section 6.13          Amendment, Modification or Termination of Material
                       Contracts.................                       ....63

Section 6.14          Performance of Material Contracts.....................63

ARTICLE VII.          NEGATIVE COVENANTS....................................63

Section 7.01          Changes in Business....... ...........................63

Section 7.02          Consolidation, Merger, Acquisitions, Asset Sales, etc..63

Section 7.03          Liens.................................................64

Section 7.04          Indebtedness..........................................65

Section 7.05          Investments and Guaranty Obligations..................65

Section 7.06          Restricted Payments...................................66

Section 7.07          Financial Covenants...................................67

Section 7.08          Limitation on Certain Restrictive Agreements..........67

Section 7.09          Transactions with Affiliates..........................67

Section 7.10          Plan Terminations, Minimum Funding, etc...............68

Section 7.11          Hedge Agreements......................................68

Section 7.12          Amendments to Acquisition Documentation...............68

Section 7.13          Anti-Terrorism Laws...................................68

ARTICLE VIII.         EVENTS OF DEFAULT.....................................69

Section 8.01          Events of Default.....................................69

Section 8.02          Remedies..............................................70

Section 8.03          Application of Certain Payments and Proceeds..........71

ARTICLE IX.           THE ADMINISTRATIVE AGENT..............................71

Section 9.01          Appointment...........................................71

Section 9.02          Delegation of Duties..................................72

Section 9.03          Exculpatory Provisions................................72

Section 9.04          Reliance by Administrative Agent......................72

Section 9.05          Notice of Default.....................................73

Section 9.06          Non-Reliance..........................................73

Section 9.07          No Reliance on Administrative Agent's Customer
                       Identification Program......                   ......73

Section 9.08          USA Patriot Act.......................................74

Section 9.09          Indemnification.......................................74

Section 9.10          The Administrative Agent in Individual Capacity.......74

Section 9.11          Successor Administrative Agent........................74

Section 9.12          Other Agents..........................................75

ARTICLE X.            GUARANTY..............................................75

Section 10.01         Guaranty by the Borrower..............................75

Section 10.02         Additional Undertaking................................75

Section 10.03         Guaranty Unconditional..... ..........................76

Section 10.04         Borrower Obligations to Remain in Effect; Restoration.76

Section 10.05         Waiver of Acceptance, etc. ...........................77

Section 10.06         Subrogation...........................................77

Section 10.07         Effect of Stay........................................77

ARTICLE XI.           MISCELLANEOUS.........................................77

Section 11.01         Payment of Expenses etc...............................77

Section 11.02         Indemnification.......................................77

Section 11.03         Right of Setoff.......................................78

Section 11.04         Equalization..........................................78

Section 11.05         Notices...............................................79

Section 11.06         Successors and Assigns................................80

Section 11.07         No Waiver; Remedies Cumulative........................82

Section 11.08         Governing Law; Submission to Jurisdiction; Venue; Waiver
                        of Jury Trial.......                            ....82

Section 11.09         Counterparts..........................................83

Section 11.10         Integration...........................................83

Section 11.11         Headings Descriptive..................................84

Section 11.12         Amendment or Waiver...................................84

Section 11.13         Survival of Indemnities...............................86

Section 11.14         Domicile of Loans.....................................86

Section 11.15         Confidentiality.......................................87

Section 11.16         Limitations on Liability of the LC Issuers............87

Section 11.17         General Limitation of Liability.......................88

Section 11.18         No Duty...............................................88

Section 11.19         Lenders and Agent Not Fiduciary to Borrower, etc......88

Section 11.20         Survival of Representations and Warranties.. .........88

Section 11.21         Severability..........................................88

Section 11.22         Independence of Covenants.............................89

Section 11.23         Interest Rate Limitation..............................89

Section 11.24         Judgment Currency.....................................89

Section 11.25         USA Patriot Act.......................................89



                                    EXHIBITS

         Exhibit A-1       Form of Revolving Facility Note
         Exhibit A-2       Form of Swing Line Note
         Exhibit B-1       Form of Notice of Borrowing
         Exhibit B-2       Form of Notice of Continuation or Conversion
         Exhibit B-3       Form of LC Request
         Exhibit C-1       Form of Subsidiary Guaranty
         Exhibit C-2       Form of Pledge Agreement
         Exhibit D         Form of Assignment Agreement
         Exhibit E         Form of Compliance Certificate
         Exhibit F         Form of Closing Certificate
         Exhibit G         Form of Solvency Certificate

<PAGE>

     THIS CREDIT  AGREEMENT is entered  into as of November 30, 2007,  among the
following:  (i) ESCO TECHNOLOGIES INC., a Missouri corporation (the "Borrower");
(ii)  the  lenders  from  time  to  time  party  hereto  (each  a  "Lender"  and
collectively,  the  "Lenders");  and  (iii)  NATIONAL  CITY  BANK,  as the  lead
arranger, sole bookrunner and administrative agent (the "Administrative Agent"),
as the Swing Line Lender (as  hereinafter  defined),  an LC Issuer (as hereafter
defined) and as the syndication agent (the "Syndication Agent").

                                    RECITALS:

     (1)......The Borrower has requested that the Lenders, the Swing Line Lender
and each LC Issuer extend credit to the Borrower to finance the  acquisition  of
Doble Engineering  Company, a Massachusetts  corporation  ("Doble"),  to provide
working capital,  to finance capital  expenditures,  stock repurchases and other
general corporate purposes, including the payment of fees and expenses.

     (2)......Subject to and upon the terms and conditions set forth herein, the
Lenders,  the Swing Line Lender and each LC Issuer are willing to extend  credit
and make available to the Borrower the credit  facility  provided for herein for
the foregoing purposes.

                                   AGREEMENT:

     In consideration of the premises and the mutual covenants contained herein,
     the parties hereto agree as follows:

ARTICLE I.........

                              DEFINITIONS AND TERMS

Section  1.01......Certain  Defined Terms.  As used herein,  the following terms
shall have the meanings herein specified unless the context otherwise requires:

          "Acquisition" means any transaction or series of related  transactions
     for  the  purpose  of or  resulting,  directly  or  indirectly,  in (i) the
     acquisition of all or substantially all of the assets of any Person, or any
     business or division of any Person, (ii) the acquisition or ownership of in
     excess  of  50%  of  the  Equity  Interest  of any  Person,  or  (iii)  the
     acquisition of another Person by a merger,  consolidation,  amalgamation or
     any other combination with such Person.

          "Acquisition Agreements" means,  collectively,  the Purchase Agreement
     and each Permitted Acquisition Agreement.

          "Acquisition   Documentation"   means,   collectively,   the  Purchase
     Agreement Documentation and all Permitted Acquisition Documentation.

          "Adjusted  Eurodollar Rate" means with respect to each Interest Period
     for a  Eurodollar  Loan,  (i) the  rate per annum equal to the offered rate
     appearing  on  the  applicable  electronic  page  of  Reuters  (or  on  the
     appropriate page of any successor to or substitute for such service, or, if
     such  rate is not  available,  on the  appropriate  page  of any  generally
     recognized financial information service, as selected by the Administrative
     Agent  from  time  to  time)  that  displays  an  average  British  Bankers
     Association  Interest  Settlement Rate at approximately  11:00 A.M. (London
     time) two Business Days prior to the  commencement of such Interest Period,
     for deposits in Dollars with a maturity comparable to such Interest Period,
     divided  (and  rounded to the nearest  1/100th of 1%) by (ii) a  percentage
     equal  to  100%  minus  the  then  stated   maximum  rate  of  all  reserve
     requirements  (including,  without  limitation,  any  marginal,  emergency,
     supplemental,  special or other reserves and without benefit of credits for
     proration,  exceptions or offsets that may be available  from time to time)
     applicable to any member bank of the Federal  Reserve  System in respect of
     Eurocurrency  liabilities  as defined  in  Regulation  D (or any  successor
     category of liabilities under Regulation D); provided, however, that if the
     rate  referred to in clause (i) above is not available at any such time for
     any reason,  then the rate  referred to in clause (i) shall  instead be the
     interest rate per annum, as determined by the  Administrative  Agent, to be
     the average  (rounded to the nearest  1/100th of 1%) of the rates per annum
     at which  deposits  in  Dollars  in an amount  equal to the  amount of such
     Eurodollar Loan are offered to major banks in the London  interbank  market
     at  approximately  11:00 A.M. (London time), two Business Days prior to the
     commencement of such Interest  Period,  for contracts that would be entered
     into at the  commencement  of such Interest Period for the same duration as
     such Interest Period.

          "Adjusted  Foreign  Currency Rate" means with respect to each Interest
     Period for any Foreign  Currency  Loan, (i) the rate per annum equal to the
     offered rate appearing on the applicable  electronic page of Reuters (or on
     the  appropriate  page of any successor to or substitute  for such service,
     or, if such rate is not available, on the appropriate page of any generally
     recognized financial information service, as selected by the Administrative
     Agent  from  time  to  time)  that  displays  an  average  British  Bankers
     Acceptance  Interest  Settlement Rate at  approximately  11:00 A.M. (London
     time) two Business Days prior to the  commencement  of such Interest Period
     for deposits in the applicable  Designated Foreign Currency with a maturity
     comparable  to such  Interest  Period,  divided (and rounded to the nearest
     1/100th of 1%) by (ii) a  percentage  equal to 100%  minus the then  stated
     maximum rate of all reserve  requirements  (including,  without limitation,
     any  marginal,  emergency,  supplemental,  special  or other  reserves  and
     without benefit of credits for proration, exceptions or offsets that may be
     available  from time to time)  applicable to any member bank of the Federal
     Reserve  System in  respect  of  Eurocurrency  liabilities  as  defined  in
     Regulation D (or any successor category of liabilities under Regulation D);
     provided,  however, that if the rate referred to in clause (i) above is not
     available  at any such time for any  reason,  then the rate  referred to in
     clause (i) shall instead be the interest  rate per annum,  as determined by
     the Administrative Agent, to be the average (rounded to the nearest 1/100th
     of 1%) of the rates per annum at which  deposits in an amount  equal to the
     amount of such Foreign Currency Loan in the applicable  Designated  Foreign
     Currency  are  offered  to major  banks in the London  interbank  market at
     approximately  11:00 A.M.  (London  time),  two Business  Days prior to the
     commencement of such Interest  Period,  for contracts that would be entered
     into at the  commencement  of such Interest Period for the same duration as
     such Interest Period.

          "Administrative Agent" has the meaning provided in the first paragraph
     of this  Agreement and includes any successor to the  Administrative  Agent
     appointed pursuant to Section 9.11.

          "Affiliate"  means,  with  respect  to any  Person,  any other  Person
     directly  or  indirectly  controlling,  controlled  by, or under  direct or
     indirect  common  control with such  Person,  or, in the case of any Lender
     that  is an  investment  fund,  the  investment  advisor  thereof  and  any
     investment  fund  having the same  investment  advisor.  A Person  shall be
     deemed to control a second Person if such first Person possesses,  directly
     or indirectly,  the power (i) to vote 10% or more of the securities  having
     ordinary  voting  power for the  election of  directors or managers of such
     second  Person or (ii) to direct or cause the  direction of the  management
     and policies of such second Person, whether through the ownership of voting
     securities,  by  contract  or  otherwise.  Notwithstanding  the  foregoing,
     neither  the  Administrative  Agent  nor any  Lender  shall in any event be
     considered an Affiliate of the Borrower or any of its Subsidiaries.

          "Aggregate  Credit Facility  Exposure"  means, at any time, the sum of
     (i) the  Aggregate  Revolving  Facility  Exposure  at such  time;  (ii) the
     principal  amount  of Swing  Loans  outstanding  at such  time;  and  (iii)
     aggregate  principal amount of the Incremental Loans, if any,  constituting
     Term Loans outstanding at such time.

          "Aggregate Revolving Facility Exposure" means, at any time, the sum of
     (i) the Dollar  Equivalent of the principal  amounts of all Revolving Loans
     made by all  Lenders  and  outstanding  at such  time and  (ii) the  Dollar
     Equivalent of the aggregate amount of the LC Outstandings at such time.

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

          "Anti-Terrorism  Law"  means  the USA  Patriot  Act or any  other  law
     pertaining to the  prevention of future acts of terrorism,  in each case as
     such law may be amended from time to time.

         "Applicable Facility Fee Rate" means:

          (i)......On   the  Closing  Date  and  thereafter   until  changed  in
     accordance with the provisions set forth in this definition, the Applicable
     Facility Fee Rate shall be  determined  in  accordance  with the matrix set
     forth below on the basis of the  Borrower's  Leverage Ratio as of September
     30, 2007 (on a combined pro forma basis,  giving effect to the  Acquisition
     of Doble and the transaction contemplated hereby, as certified by the Chief
     Financial Officer or the Treasurer of the Borrower and computed in a manner
     acceptable to the Administrative  Agent), which on the Closing Date is 25.0
     basis points;

          (ii).....Commencing  with the fiscal  quarter of the Borrower ended on
     December 31, 2007, and continuing with each fiscal quarter thereafter,  the
     Administrative  Agent shall  determine the Applicable  Facility Fee Rate in
     accordance with the following matrix, based on the Leverage Ratio:

     --------------------------------------------------------------------------

          Leverage Ratio                         Applicable Facility Fee Rate
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------
     Greater than or equal to 3.00 to 1.00                     25.0 bps
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------
     Greater than or equal to 2.50 to 1.00, but less           25.0 bps
     than 3.00 to 1.00
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------
     Greater than or equal to 2.00 to 1.00, but less           20.0 bps
     than 2.50 to 1.00
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------
     Greater than or equal to 1.50 to 1.00, but less           17.5 bps
     than 2.00 to 1.00
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------
     Less than 1.50 to 1.00                                    15.0 bps
     --------------------------------------------------------------------------

          (iii)....Changes  in the  Applicable  Facility  Fee  Rate  based  upon
     changes in the Leverage Ratio shall become  effective on the first Business
     Day of the month following the receipt by the Administrative Agent pursuant
     to Section 6.01(a) or Section 6.01(b), as the case may be, of the financial
     statements  of the Borrower  for the Testing  Period most  recently  ended,
     accompanied  by a  Compliance  Certificate  required  pursuant  to  Section
     6.01(c) or, in the case of the fourth quarter,  the Compliance  Certificate
     required pursuant to Section 6.01(c),  demonstrating the computation of the
     Leverage  Ratio;  provided,  however,  that in the  event  that the  annual
     financial  statements  delivered  pursuant  to Section  6.01(a)  indicate a
     greater  Applicable  Facility  Fee Rate  than  indicated  by the  quarterly
     Compliance Certificate delivered pursuant to Section 6.01(c) for the fourth
     quarter of any fiscal year, then the Applicable  Facility Fee Rate shall be
     calculated  with  retroactive  effect to the date  changed (or  maintained)
     pursuant hereto as the basis of such quarterly financial statements and the
     Borrower shall promptly remit such difference to the Administrative  Agent.
     Notwithstanding the foregoing,  during any period when (A) the Borrower has
     failed to timely deliver its consolidated  financial statements referred to
     in  Section  6.01(a)  or  Section  6.01(b),  accompanied  by  a  Compliance
     Certificate  required  pursuant to Section 6.01(c),  or, in the case of the
     fourth quarter,  the Compliance  Certificate  required  pursuant to Section
     6.01(c) or (B) an Event of Default  has  occurred  and is  continuing,  the
     Applicable  Facility  Fee Rate shall be the highest  number of basis points
     indicated therefor in the above matrix, regardless of the Leverage Ratio at
     such time. The above matrix does not modify or waive,  in any respect,  the
     rights of the  Administrative  Agent and the  Lenders to charge any default
     rate  of  interest  or  any  of  the  other  rights  and  remedies  of  the
     Administrative Agent and the Lenders hereunder.

          (iv).....In the event that any financial statement or certificate,  as
     applicable,  delivered pursuant to Section 6.01(a),  (b) or (c) is shown to
     be inaccurate  (regardless of whether this Agreement or the Commitments are
     in effect when such  inaccuracy is  discovered),  and such  inaccuracy,  if
     corrected,  would  have  led  to the  application  of a  higher  Applicable
     Facility  Fee  Rate  for any  period  (an  "Applicable  Period")  than  the
     Applicable  Facility Fee Rate actually applied for such Applicable  Period,
     then (i) the Borrower shall immediately deliver to the Administrative Agent
     a corrected  certificate  for such Applicable  Period,  (ii) the Applicable
     Facility  Fee  Rate  shall  be  determined  as if  such  corrected,  higher
     Applicable  Facility Fee Rate were applicable for such  Applicable  Period,
     and (iii) the Borrower shall  immediately pay to the  Administrative  Agent
     the  accrued  additional  Facility  Fee  owing as a result  of such  higher
     Applicable Facility Fee Rate for such Applicable Period.

          "Applicable  Lending Office" means,  with respect to each Lender,  the
     office  designated  by such  Lender  to the  Administrative  Agent  as such
     Lender's  lending office for all purposes of this  Agreement.  A lender may
     have a different Applicable Lending Office for Base Rate Loans,  Eurodollar
     Loans and Foreign Currency Loans.

          "Applicable Margin" means:

          (i)......On  the  Closing  Date  and  thereafter,   until  changed  in
     accordance with the following  provisions,  the Applicable  Margin shall be
     determined  in  accordance  with the matrix set forth below on the basis of
     the  Borrower's  Leverage Ratio as of September 30, 2007 (on a combined pro
     forma basis,  giving effect to the Acquisition of Doble and the transaction
     contemplated  hereby,  as certified by the Chief  Financial  Officer or the
     Treasurer  of the  Borrower  and  computed  in a manner  acceptable  to the
     Administrative  Agent),  which on the Closing  Date is 0.0 basis points for
     Base Rate Loans and 100.00 basis points for Fixed Rate Loans;

          (ii).....Commencing  with the fiscal  quarter of the Borrower ended on
     December 31, 2007, and continuing with each fiscal quarter thereafter,  the
     Administrative  Agent shall  determine the Applicable  Margin in accordance
     with the following matrix, based on the Leverage Ratio:

-------------------------------------------------------------------------------

                                                             Applicable Margin
Leverage Ratio                           Applicable Margin     for Fixed Rate
                                        for Base Rate Loans         Loans
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Greater than or equal to 3.00 to 1.00        0.0 bps               100.0 bps
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Greater than or equal to 2.50 to 1.00,       0.0 bps                75.0 bps
but less than 3.00 to 1.00
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Greater than or equal to 2.00 to 1.00,       0.0 bps                67.5 bps
but less than 2.50 to 1.00
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Greater than or equal to 1.50 to 1.00,       0.0 bps                57.5 bps
but less than 2.00 to 1.00
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Less than 1.50 to 1.00                       0.0 bps                47.5 bps
-------------------------------------------------------------------------------

          (iii)....Changes  in the  Applicable  Margin based upon changes in the
     Leverage  Ratio shall  become  effective  on the first  Business Day of the
     month following the receipt by the Administrative Agent pursuant to Section
     6.01(a) or Section 6.01(b) of the financial  statements of the Borrower for
     the  Testing  Period  most  recently  ended,  accompanied  by a  Compliance
     Certificate  in  accordance  with  Section  6.01(c)  or, in the case of the
     fourth quarter,  the Compliance  Certificate  required  pursuant to Section
     6.01(c),  demonstrating  the computation of the Leverage  Ratio;  provided,
     however,  that in the event that the annual financial  statements delivered
     pursuant  to Section  6.01(a)  indicate a greater  Applicable  Margin  than
     indicated  by the  Compliance  Certificate  delivered  pursuant  to Section
     6.01(c)  for the fourth  quarter of any fiscal  year,  then the  Applicable
     Margin shall be calculated with retroactive  effect to the date changed (or
     maintained)  pursuant  hereto  as the  basis  of such  quarterly  financial
     statements and the Borrower  shall  promptly  remit such  difference to the
     Administrative Agent. Notwithstanding the foregoing provisions,  during any
     period when (A) the Borrower has failed to timely deliver its  consolidated
     financial  statements  referred to in Section  6.01(a) or Section  6.01(b),
     accompanied by a Compliance Certificate in accordance with Section 6.01(c),
     or, in the case of the fourth quarter, the Compliance  Certificate required
     pursuant to Section  6.01(c) or (B) an Event of Default has occurred and is
     continuing,  the  Applicable  Margin  shall be the highest  number of basis
     points indicated  therefor in the above matrix,  regardless of the Leverage
     Ratio at such  time.  The above  matrix  does not  modify or waive,  in any
     respect,  the rights of the Administrative  Agent and the Lenders to charge
     any default rate of interest or any of the other rights and remedies of the
     Administrative Agent and the Lenders hereunder.

          (iv).....In the event that any financial statement or certificate,  as
     applicable,  delivered pursuant to Section 6.01(a),  (b) or (c) is shown to
     be inaccurate  (regardless of whether this Agreement or the Commitments are
     in effect when such  inaccuracy is  discovered),  and such  inaccuracy,  if
     corrected,  would have led to the application of a higher Applicable Margin
     for any period (an "Affected  Period") than the Applicable  Margin actually
     applied for such Affected Period,  then (i) the Borrower shall  immediately
     deliver  to the  Administrative  Agent a  corrected  certificate  for  such
     Affected Period,  (ii) the Applicable Margin shall be determined as if such
     corrected,  higher  Applicable  Margin were  applicable  for such  Affected
     Period,  and (iii) the Borrower shall immediately pay to the Administrative
     Agent the  accrued  additional  interest  owing as a result of such  higher
     Applicable Margin for such Affected Period.

          "Approved  Bank"  has the  meaning  provided  in  subpart  (ii) of the
     definition of "Cash Equivalents."

          "Approved  Fund"  means a fund that is engaged in making,  purchasing,
     holding or  otherwise  investing  in bank loans and similar  extensions  of
     credit and that is administered or managed by a Lender or an Affiliate of a
     Lender.

          "Asset  Sale" means the sale,  lease,  transfer  or other  disposition
     (including by means of Sale and  Lease-Back  Transactions,  and by means of
     mergers,  consolidations,  amalgamations and liquidations of a corporation,
     partnership or limited  liability  company of the interests  therein of the
     Borrower or any Subsidiary) by the Borrower or any Subsidiary to any Person
     of any of the Borrower's or such Subsidiary's  respective assets,  provided
     that the term Asset Sale specifically excludes (i) any sales,  transfers or
     other dispositions of inventory, or obsolete, worn-out or excess furniture,
     fixtures,  equipment  or other  property,  real or  personal,  tangible  or
     intangible,  in each case in the ordinary course of business,  and (ii) the
     actual  or  constructive  total  loss of any  property  or the use  thereof
     resulting from any Event of Loss.

          "Assignment Agreement" means an Assignment Agreement  substantially in
     the form of Exhibit D hereto.

          "Authorized  Officer"  means (i) with respect to the Borrower,  any of
     the following officers:  the Chairman,  the President,  the Chief Executive
     Officer, the Chief Financial Officer, the Treasurer,  the Treasury Manager,
     the  General  Counsel  or the  Controller,  and (ii)  with  respect  to any
     Subsidiary of the Borrower,  the President,  any Vice President,  the Chief
     Financial  Officer or the Treasurer of such Subsidiary,  or, in the case of
     any of the foregoing,  such other Person as is authorized in writing to act
     on behalf of the  Borrower  or such  Subsidiary  and is  acceptable  to the
     Administrative Agent. Unless otherwise qualified,  all references herein to
     an Authorized Officer shall refer to an Authorized Officer of the Borrower.

          "Bankruptcy  Code" means Title 11 of the United  States Code  entitled
     "Bankruptcy," as now or hereafter in effect, or any successor  thereto,  as
     hereafter amended.

          "Base Rate" means, for any day, a fluctuating  interest rate per annum
     as shall be in effect  from time to time which rate per annum  shall at all
     times be equal to the  greater of (i) the rate of interest  established  by
     National City Bank,  from time to time, as its "prime rate," whether or not
     publicly  announced,  which interest rate may or may not be the lowest rate
     charged by it for commercial loans or other  extensions of credit;  or (ii)
     the Federal Funds  Effective  Rate in effect from time to time,  determined
     one Business Day in arrears, plus 1/2 of 1% per annum.

          "Base Rate Loan" means any Loan bearing  interest at a rate based upon
     the Base Rate in effect from time to time.

          "Benefited  Creditors" means, with respect to the Borrower  Guaranteed
     Obligations  pursuant to Article X,  each of the Administrative  Agent, the
     Lenders, each LC Issuer and the Swing Line Lender and each Designated Hedge
     Creditor,  and  the  respective  successors  and  assigns  of  each  of the
     foregoing.

          "Borrower"  has the meaning  specified in the first  paragraph of this
     Agreement.

          "Borrower Guaranteed  Obligations" has the meaning provided in Section
     10.01.

          "Borrowing"  means a Revolving  Borrowing or the incurrence of a Swing
     Loan, and includes the incurrence of any Incremental Loan.

          "Business  Day" means (i) any day other than  Saturday,  Sunday or any
     other day on which  commercial  banks in Cleveland,  Ohio are authorized or
     required by law to close and (ii) with  respect to any matters  relating to
     (A) Eurodollar Loans, any day on which dealings in U.S. Dollars are carried
     on in the London interbank market,  and (B) Foreign Currency Loans, any day
     on which commercial banks are open for  international  business  (including
     the  clearing of currency  transfers  in the  relevant  Designated  Foreign
     Currency)  in the  principal  financial  center of the home  country of the
     applicable Designated Foreign Currency.

          "Capital  Distribution"  means a payment made,  liability  incurred or
     other  consideration  given  for  the  purchase,  acquisition,  repurchase,
     redemption or  retirement of any Equity  Interest of the Borrower or any of
     its Subsidiaries or as a dividend,  return of capital or other distribution
     in respect of any such Person's Equity Interest.

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

          "Capitalized  Lease  Obligations"  means all obligations under Capital
     Leases of the Borrower or any of its Subsidiaries,  without duplication, in
     each  case  taken  at the  amount  thereof  accounted  for  as  liabilities
     identified  as "capital  lease  obligations"  (or any  similar  words) on a
     consolidated balance sheet of the Borrower and its Subsidiaries prepared in
     accordance with GAAP.

          "Cash Dividend" means a Capital  Distribution of the Borrower  payable
     in cash to the  shareholders  of the Borrower  with respect to any class or
     series of Equity Interest of the Borrower.

          "Cash Equivalents" means any of the following:

               (i) securities issued or directly and fully guaranteed or insured
          by the  United  States of  America  or any  agency or  instrumentality
          thereof  (provided that the full faith and credit of the United States
          of America is pledged in support  thereof)  having  maturities  of not
          more than one year from the date of acquisition;

               (ii) U.S.  dollar  denominated  time  deposits,  certificates  of
          deposit and bankers'  acceptances of (x) any Lender,  (y) any domestic
          commercial  bank of recognized  standing having capital and surplus in
          excess of  $500,000,000 or (z) any bank (or the parent company of such
          bank) whose  short-term  commercial  paper rating from S&P is at least
          A-1,  A-2 or the  equivalent  thereof or from Moody's is at least P-1,
          P-2 or the equivalent  thereof (any such bank, an "Approved Bank"), in
          each case with  maturities  of not more than 180 days from the date of
          acquisition;

               (iii)  commercial  paper issued by any Lender or Approved Bank or
          by the parent  company of any Lender or Approved  Bank and  commercial
          paper issued by, or guaranteed by, any industrial or financial company
          with a  short-term  commercial  paper  rating  of at least  A-1 or the
          equivalent thereof by S&P or at least P-1 or the equivalent thereof by
          Moody's,  or  guaranteed  by any  industrial  company with a long-term
          unsecured  debt rating of at least A or A2, or the  equivalent of each
          thereof,  from S&P or  Moody's,  as the case may be,  and in each case
          maturing within 180 days after the date of acquisition;

               (iv) fully collateralized repurchase agreements entered into with
          any Lender or Approved Bank having a term of not more than 30 days and
          covering securities described in clause (i) above;

               (v)  investments  in money  market  funds  substantially  all the
          assets of which are comprised of securities of the types  described in
          clauses (i) through (iv) above;

               (vi)  investments  in  money  market  funds  access  to  which is
          provided as part of "sweep"  accounts  maintained  with a Lender or an
          Approved Bank;

               (vii)  investments in industrial  development  revenue bonds that
          (A) "re-set"  interest rates not less frequently  than quarterly,  (B)
          are  entitled  to the  benefit of a  remarketing  arrangement  with an
          established  broker  dealer,  and (C) are  supported  by a direct  pay
          letter of credit  covering  principal  and  accrued  interest  that is
          issued by an Approved Bank; and

               (viii)  investments  in  pooled  funds  or  investment   accounts
          consisting  of  investments  of the nature  described in the foregoing
          clause (vii).

          "Cash  Proceeds"  means,  with  respect  to (i) any  Asset  Sale,  the
     aggregate  cash  payments  (including  any cash received by way of deferred
     payment pursuant to a note receivable  issued in connection with such Asset
     Sale,  other  than  the  portion  of  such  deferred  payment  constituting
     interest, but only as and when so received) received by the Borrower or any
     Subsidiary  from such Asset Sale, and (ii) any Event of Loss, the aggregate
     cash payments,  including all insurance  proceeds and proceeds of any award
     for condemnation or taking, received in connection with such Event of Loss.

          "CERCLA" means the Comprehensive Environmental Response, Compensation,
     and Liability Act of 1980, as the same may be amended from time to time, 42
     U.S.C.  9601 et seq.

          "Change in Control" means

          (i) the  acquisition  of, or, if earlier,  the shareholder or director
     approval of the  acquisition of,  ownership or voting control,  directly or
     indirectly, beneficially or of record, on or after the Closing Date, by any
     Person or group (within the meaning of Rule 13d-3 of the SEC under the 1934
     Act,  as then in  effect),  of  shares  representing  more  than 30% of the
     aggregate  ordinary Voting Power  represented by the issued and outstanding
     capital  stock of the  Borrower;

          (ii) the  occupation  of a majority  of the seats  (other  than vacant
     seats)  on the board of  directors  of the  Borrower  by  Persons  who were
     neither

               (A)  nominated  by the Board of Directors of the Borrower nor

               (B) appointed by directors so nominated;  or

          (iii)  the  occurrence  of a  change  in  control,  or  other  similar
     provision, under or with respect to any Material Indebtedness Agreement.

          "Charges" has the meaning provided in Section 11.23.

          "CIP Regulations" has the meaning provided in Section 9.07.

          "Claims" has the meaning set forth in the definition of "Environmental
     Claims."

          "Closing Date" means November 30, 2007.

          "Code" means the Internal  Revenue Code of 1986,  as amended from time
     to time, and the regulations promulgated and the rulings issued thereunder.
     Section  references to the Code are to the Code as in effect at the Closing
     Date  and  any  subsequent  provisions  of the  Code,  amendatory  thereof,
     supplemental thereto or substituted therefor.

          "Collateral"  means the "Pledged  Collateral" as defined in the Pledge
     Agreement,  together  with any other  collateral  covered  by any  Security
     Document.

          "Commitment"   means  with  respect  to  each  Lender,  its  Revolving
     Commitment,  if any, and any "Commitment" to make Incremental Loans by such
     Lender in accordance with the provisions of Section 11.12(e).

          "Commitment Letter" has the meaning provided in Section 11.10.

          "Commodities  Hedge Agreement" means a commodities  contract purchased
     by the  Borrower  or any of its  Subsidiaries  in the  ordinary  course  of
     business,  and not for speculative purposes,  with respect to raw materials
     necessary to the  manufacturing  or production of goods in connection  with
     the business of the Borrower and its Subsidiaries.

          "Compliance Certificate" has the meaning provided in Section 6.01(c).

          "Confidential   Information"  has  the  meaning  provided  in  Section
     11.15(b).

          "Consideration"   means,  in  connection  with  an  Acquisition,   the
     aggregate  consideration paid, including borrowed funds, cash, the issuance
     of securities or notes, the assumption or incurring of liabilities  (direct
     or contingent),  the payment of consulting fees (excluding any fees payable
     to any investment banker in connection with such Acquisition) or fees for a
     covenant not to compete and any other consideration paid for the purchase.

          "Consolidated   Capital  Expenditures"  means,  for  any  period,  the
     aggregate  of  all  expenditures  (whether  paid  in  cash  or  accrued  as
     liabilities)  made by the Borrower and its Subsidiaries to acquire or lease
     (pursuant  to a Capital  Lease)  fixed or capital  assets,  or additions to
     equipment  (including  replacements,  capitalized  repairs and improvements
     during such period).

          "Consolidated  Depreciation and  Amortization  Expense" means, for any
     period, all depreciation and amortization  expenses of the Borrower and its
     Subsidiaries,  all as determined for the Borrower and its Subsidiaries on a
     consolidated basis in accordance with GAAP.

          "Consolidated  EBITDA" means, for any period,  Consolidated Net Income
     for such period,  plus

               (i)  the  sum  of  the  amounts  for  such  period   included  in
          determining such Consolidated Net Income of

                    (A) Consolidated Interest Expense,

                    (B) Consolidated Income Tax Expense,

                    (C) Consolidated Depreciation and Amortization Expense, and

                    (D)   extraordinary,   non-recurring   non-cash  losses  and
               charges, less

               (ii) gains on sales of assets and other  extraordinary  gains and
          other non-recurring non-cash gains, all as determined for the Borrower
          and its Subsidiaries on a consolidated  basis in accordance with GAAP;
          provided,  however,  that  Consolidated  EBITDA for any Testing Period
          shall (y) include the EBITDA for any Person or business  unit that has
          been  acquired  by the  Borrower  or any of its  Subsidiaries  for any
          portion of such Testing  Period prior to the date of  acquisition,  so
          long as such EBITDA has been verified by appropriate audited financial
          statements   or  other   financial   statements   acceptable   to  the
          Administrative  Agent and (z)  exclude  the  EBITDA  for any Person or
          business  unit that has been disposed of by the Borrower or any of its
          Subsidiaries, for the portion of such Testing Period prior to the date
          of disposition.

          "Consolidated   Income  Tax  Expense"  means,  for  any  period,   all
     provisions  for taxes based on the net income of the Borrower or any of its
     Subsidiaries (including,  without limitation,  any additions to such taxes,
     and any penalties and interest with respect thereto), all as determined for
     the Borrower and its  Subsidiaries  on a  consolidated  basis in accordance
     with GAAP.

          "Consolidated  Interest Expense" means, for any period, total interest
     expense (including,  without limitation, that which is capitalized and that
     which is  attributable  to  Capital  Leases  or  Synthetic  Leases)  of the
     Borrower and its  Subsidiaries on a consolidated  basis with respect to all
     outstanding Indebtedness of the Borrower and its Subsidiaries.

          "Consolidated  Net Income"  means for any  period,  the net income (or
     loss) of the Borrower and its Subsidiaries on a consolidated basis for such
     period taken as a single  accounting  period  determined in conformity with
     GAAP.

          "Consolidated  Net Worth"  means at any time,  all  amounts  that,  in
     conformity   with  GAAP,   would  be  included  under  the  caption  "total
     stockholders' equity" (or any like caption) on a consolidated balance sheet
     of the Borrower at such time.

          "Consolidated  Tangible  Assets"  means all assets of the Borrower and
     its  Subsidiaries  less  goodwill  and  less  intangible  assets,  all on a
     consolidated basis and determined in conformity with GAAP.

          "Consolidated  Total Debt" means the sum (without  duplication) of all
     Indebtedness of the Borrower and of its Subsidiaries,  all as determined on
     a consolidated basis.

          "Continue,"   "Continuation"   and   "Continued"   each  refers  to  a
     continuation  of a Fixed  Rate Loan for an  additional  Interest  Period as
     provided in Section 2.10.

          "Convert," "Conversion" and "Converted" each refers to a conversion of
     Loans of one Type into Loans of another Type.

          "Credit  Event" means the making of any  Borrowing,  any Conversion or
     Continuation, or any LC Issuance.

          "Credit  Facility"  means the credit facility  established  under this
     Agreement  pursuant to which

          (i) the Lenders shall make Revolving Loans to the Borrower,  and shall
     participate in LC Issuances,  under the Revolving  Facility pursuant to the
     Revolving  Commitment of each such Lender,

          (ii) the Swing Line  Lender  shall make  Swing  Loans to the  Borrower
     under the Swing Line Facility  pursuant to the Swing Line  Commitment,  and
     (iii) each LC Issuer  shall issue  Letters of Credit for the account of the
     LC Obligors in accordance  with the terms of this  Agreement,  and includes
     any  Incremental  Loans  established  in accordance  with the provisions of
     Section 11.12(e).

          "Credit  Facility  Exposure"  means,  for any Lender at any time,  the
     Dollar  Equivalent  of the  sum of

          (i) such Lender's  Revolving  Facility Exposure at such time,

          (ii) in the case of the Swing Line  Lender,  the  principal  amount of
     Swing Loans  outstanding at such time, and

          (iii) the outstanding  aggregate  principal  amount of the Incremental
     Loans, if any, constituting Term Loans made by such Lender, if any.

          "Credit Party" means the Borrower or any Domestic Subsidiary.

          "Default" means any event,  act or condition that with notice or lapse
     of time, or both, would constitute an Event of Default.

          "Default  Rate"  means,  for any day,

          (i) with  respect to any Loan,  a rate per annum equal to 2% per annum
     above the interest rate that is or would be applicable from time to time to
     such Loan  pursuant  to Section  2.09(a)(i),  and

          (ii) with  respect to any other  amount,  a rate per annum equal to 2%
     per annum above the rate that would be applicable  to Revolving  Loans that
     are Base Rate Loans pursuant to Section 2.09(a)(i).

          "Designated Foreign Currency" means Euros,  Canadian Dollars,  British
     pounds,  Australian  dollars,  or any other  currency  (other than Dollars)
     approved  in  writing  by  the  Lenders  and  that  is  freely  traded  and
     exchangeable into Dollars.

          "Designated  Hedge  Agreement" means any Hedge Agreement (other than a
     Commodities   Hedge  Agreement)  to  which  the  Borrower  or  any  of  its
     Subsidiaries  is a party and as to which a Lender or any of its  Affiliates
     is a  counterparty  that,  pursuant to a written  instrument  signed by the
     Administrative  Agent,  has been designated as a Designated Hedge Agreement
     so that the Borrower's or such Subsidiary's  counterparty's credit exposure
     thereunder  will be  entitled to share in the  benefits  of the  Subsidiary
     Guaranty and the Security  Documents to the extent the Subsidiary  Guaranty
     and such Security Documents provide guarantees or security for creditors of
     the Borrower or any Subsidiary under Designated Hedge Agreements.

          "Designated Hedge Creditor" means each Lender or Affiliate of a Lender
     that  participates  as a  counterparty  to any Credit Party pursuant to any
     Designated Hedge Agreement with such Lender or Affiliate of such Lender.

          "Doble" has the meaning provided in the Recitals.

          "Dollars," "U.S.  Dollars" and the sign "$" each means lawful money of
     the United States.

          "Dollar  Equivalent" means,

          (i) with respect to any amount denominated in Dollars, such amount and

          (ii) with respect to a Foreign  Currency  Loan to be made,  the Dollar
     equivalent of the amount of such Foreign  Currency Loan,  determined by the
     Administrative  Agent on the basis of its spot rate at approximately  11:00
     A.M. London time on the date two Business Days before the date such Foreign
     Currency  Loan is to be made,  for the purchase of the relevant  Designated
     Foreign  Currency  with  Dollars  for  delivery  on the date  such  Foreign
     Currency Loan is to be made,

          (iii)  with  respect  to any  Letter  of  Credit  to be  issued in any
     Designated Foreign Currency,  the Dollar equivalent of the Stated Amount of
     such Letter of Credit,  determined by the applicable LC Issuer on the basis
     of its spot rate at  approximately  11:00 A.M.  London time on the date two
     Business  Days  before  the  issuance  of such  Letter of  Credit,  for the
     purchase of the  relevant  Designated  Foreign  Currency  with  Dollars for
     delivery  on such date of  issuance,  and

          (iv) with respect to any other amount not denominated in Dollars,  and
     with respect to Foreign  Currency Loans and Letters of Credit issued in any
     Designated  Foreign  Currency at any other time,  the Dollar  equivalent of
     such amount, Foreign Currency Loan or Letter of Credit, as the case may be,
     determined  by the  Administrative  Agent on the  basis of its spot rate at
     approximately  11:00 A.M.  London  time on the date for  which  the  Dollar
     equivalent  amount  of such  amount,  Foreign  Currency  Loan or  Letter of
     Credit,  as the case may be, is being  determined,  for the purchase of the
     relevant  Designated  Foreign  Currency  with  Dollars for delivery on such
     date.

          "Domestic Credit Party" means the Borrower or any Domestic Subsidiary.

          "Domestic Subsidiary" means any Subsidiary organized under the laws of
     the  United  States of  America,  any State  thereof,  or the  District  of
     Columbia.

          "EBITDA"  means,  with  respect to any Person for any period,  the net
     income for such Person for such period plus the sum of the amounts for such
     period  included in determining  such net income in respect of (i) interest
     expense,  (ii) income tax expense,  and (iii) depreciation and amortization
     expense, in each case as determined in accordance with GAAP.

          "Eligible Assignee" means (i) a Lender, (ii) an Affiliate of a Lender,
     (iii) an  Approved  Fund,  and (iv) any  other Person (other than a natural
     Person) approved by (A) the  Administrative  Agent, (B) each LC Issuer, and
     (C) unless an Event of Default has occurred and is continuing, the Borrower
     (each such approval not to be unreasonably withheld or delayed);  provided,
     however, that notwithstanding the foregoing,  "Eligible Assignee" shall not
     include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

          "Environmental  Claims"  means  any  and  all  global,  regulatory  or
     judicial actions, suits, demands, demand letters, claims, liens, notices of
     non-compliance or violation,  investigations or proceedings relating in any
     way to any  Environmental  Law or any  permit  issued  under  any  such law
     (hereafter "Claims"), including, without limitation, (i) any and all Claims
     by any Governmental Authority for enforcement,  cleanup, removal, response,
     remedial  or  other   actions  or  damages   pursuant  to  any   applicable
     Environmental  Law, and (ii) any and all Claims by any third party  seeking
     damages,  contribution,  indemnification,  cost recovery,  compensation  or
     injunctive  relief  resulting  from the  storage,  treatment or Release (as
     defined in CERCLA)  of any  Hazardous  Materials  or arising  from  alleged
     injury or threat of injury to health, safety or the environment.

          "Environmental  Law" means any applicable Federal,  state,  foreign or
     local  statute,  law,  rule,  regulation,   ordinance,  code,  binding  and
     enforceable  guideline,  binding and enforceable written policy and rule of
     common law now or hereafter in effect and in each case as amended,  and any
     binding  and  enforceable  judicial  or  global   interpretation   thereof,
     including any judicial or global order, consent,  decree or judgment issued
     to or rendered against the Borrower or any of its Subsidiaries  relating to
     the  environment,  employee  health  and  safety  or  Hazardous  Materials,
     including,  without limitation,  CERCLA;  RCRA; the Federal Water Pollution
     Control Act, 33 U.S.C.  1251 et seq.; the Clean Air Act, 42 U.S.C. 7401
     et seq.;  the Safe Drinking  Water Act, 42 U.S.C.  300f et seq.;  the Oil
     Pollution Act of 1990, 33 U.S.C.  2701 et seq.; the Emergency Planning and
     the Community  Right-to-Know  Act of 1986, 42 U.S.C.  11001 et seq.,  the
     Hazardous  Material  Transportation  Act, 49 U.S.C.  5101 et seq. and the
     Occupational  Safety and Health Act, 29 U.S.C. 651 et seq. (to the extent
     it regulates  occupational exposure to Hazardous Materials);  and any state
     and local or foreign  counterparts or equivalents,  in each case as amended
     from time to time.

          "Equity  Interest"  means  with  respect  to any  Person,  any and all
     shares,   interests,   participations  or  other   equivalents,   including
     membership interests (however designated,  whether voting or non-voting) of
     equity  of  such  Person,  including,  if  such  Person  is a  partnership,
     partnership interests (whether general or limited) or any other interest or
     participation  that confers on a Person the right to receive a share of the
     profits and losses of, or distributions of assets of, such partnership, but
     in no event will Equity Interest include any debt securities convertible or
     exchangeable into equity unless and until actually converted or exchanged.

          "ERISA" means the Employee  Retirement Income Security Act of 1974, as
     amended  from time to time,  and the  regulations  promulgated  and rulings
     issued  thereunder.  Section references to ERISA are to ERISA, as in effect
     at the Closing  Date and any  subsequent  provisions  of ERISA,  amendatory
     thereof, supplemental thereto or substituted therefor.

          "ERISA  Affiliate"  means each Person (as  defined in Section  3(9) of
     ERISA),  which  together with the Borrower or a Subsidiary of the Borrower,
     would be deemed to be a "single employer" (i) within the meaning of Section
     414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) or 4001(b)(i) of
     ERISA or (ii) as a result of the Borrower or a  Subsidiary  of the Borrower
     being or having been a general partner of such Person.

          "Eurodollar  Loan"  means each Loan  bearing  interest at a rate based
     upon the Adjusted Eurodollar Rate.

          "Event of Default" has the meaning provided in Section 8.01.

          "Event of Loss" means, with respect to any property, (i) the actual or
     constructive total loss of such property or the use thereof, resulting from
     destruction,  damage  beyond  repair,  or the  rendition  of such  property
     permanently  unfit for normal use from any  casualty or similar  occurrence
     whatsoever,  (ii) the  destruction  or damage of a portion of such property
     from any casualty or similar occurrence  whatsoever under  circumstances in
     which such damage  cannot  reasonably  be expected to be repaired,  or such
     property  cannot  reasonably  be expected  to be restored to its  condition
     immediately  prior to such destruction or damage,  within 90 days after the
     occurrence  of  such  destruction  or  damage,   (iii)  the   condemnation,
     confiscation  or  seizure  of, or  requisition  of title to or use of,  any
     property, or (iv) in the case of any property located upon a leasehold, the
     termination or expiration of such leasehold.

          "Existing  Letter of Credit"  means each of the  letters of credit set
     forth on  Schedule 3 hereto,  provided  that the issuer of such  letters of
     credit is or becomes a Lender  hereunder and whereupon  each such letter of
     credit  shall be deemed a Letter of Credit  hereunder  for all  purposes of
     this  Agreement  and the  parties  hereto  agree  that  the  terms  of this
     Agreement  shall  apply to such  Letters of Credit,  superseding  any other
     agreement  theretofore  applicable to them to the extent  inconsistent with
     the terms hereof.

          "Facility Fee" has the meaning provided in Section 2.11(a).

          "Federal Funds  Effective Rate" means,  for any period,  a fluctuating
     interest rate 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 Administrative
     Agent from three Federal Funds brokers of recognized  standing  selected by
     the Administrative Agent.

          "Fee Letter" means the Fee Letter dated as of October 17, 2007 between
     the Borrower and the Administrative Agent.

          "Fees"  means all  amounts  payable  pursuant  to, or  referred to in,
     Section 2.11.

         "Financial Projections" has the meaning provided in Section 5.07(b).

          "Fixed Rate Loan" means any Eurodollar Loan or Foreign Currency Loan.

          "Foreign  Currency  Exposure"  means,  at any time, the portion of the
     Aggregate  Revolving  Facility Exposure at such time that is denominated in
     any Designated Foreign Currency.

          "Foreign  Currency Loan" means each  Revolving  Loan  denominated in a
     Designated  Foreign  Currency and bearing interest at a rate based upon the
     Adjusted Foreign Currency Rate.

          "Foreign  Subsidiary"  means  any  Subsidiary  that is not a  Domestic
     Subsidiary.

          "GAAP" means generally  accepted  accounting  principles in the United
     States of America as in effect from time to time.

          "Governmental Authority" means any nation or government,  any state or
     other   political    subdivision    thereof,    any   agency,    authority,
     instrumentality,  regulatory body, court, global tribunal,  central bank or
     other  entity  exercising   executive,   legislative,   judicial,   taxing,
     regulatory or global powers or functions of or pertaining to government.

          "Guaranty  Obligations"  means as to any Person (without  duplication)
     any  obligation  of such Person  guaranteeing  any  Indebtedness  ("primary
     Indebtedness")  of any other Person (the "primary  obligor") in any manner,
     whether  directly  or  indirectly,   including,   without  limitation,  any
     obligation of such Person,  whether or not contingent,  (i) to purchase any
     such primary  Indebtedness or any property  constituting direct or indirect
     security  therefor,  (ii) to advance or supply  funds for the  purchase  or
     payment of any such primary  Indebtedness or to maintain working capital or
     equity  capital of the primary  obligor or  otherwise  to maintain  the net
     worth or  solvency  of the primary  obligor,  (iii) to  purchase  property,
     securities  or services  primarily for the purpose of assuring the owner of
     any such primary Indebtedness of the ability of the primary obligor to make
     payment of such primary  Indebtedness,  or (iv) otherwise to assure or hold
     harmless  the owner of such  primary  Indebtedness  against loss in respect
     thereof,  provided,  however,  that the  definition of Guaranty  Obligation
     shall not include (i) endorsements of instruments for deposit or collection
     in the ordinary course of business, and (ii) any obligations of such Person
     guaranteeing   the   performance  of  any  other  Person  with  respect  to
     obligations that do not constitute Indebtedness. The amount of any Guaranty
     Obligation  shall  be  deemed  to be an  amount  equal  to  the  stated  or
     determinable  amount of the primary  Indebtedness  in respect of which such
     Guaranty Obligation is made or, if not stated or determinable,  the maximum
     reasonably  anticipated  liability in respect thereof (assuming such Person
     is required to perform thereunder).

          "Hazardous   Materials"  means  (i)  any  petrochemical  or  petroleum
     products,  radioactive  materials,  asbestos  in any form  that is or could
     become friable,  urea formaldehyde  foam insulation,  transformers or other
     equipment   that   contain    dielectric   fluid   containing   levels   of
     polychlorinated biphenyls, and radon gas; and (ii) any chemicals, materials
     or  substances  defined as or  included  in the  definition  of  "hazardous
     substances,"   "hazardous  wastes,"  "hazardous   materials,"   "restricted
     hazardous materials,"  "extremely hazardous wastes," "restrictive hazardous
     wastes,"  "toxic  substances,"   "toxic   pollutants,"   "contaminants"  or
     "pollutants," or words of similar meaning and regulatory effect,  under any
     applicable Environmental Law.

          "Hedge  Agreement"  means (i) any interest  rate swap  agreement,  any
     interest rate cap  agreement,  any interest rate collar  agreement or other
     similar  interest  rate  management  agreement  or  arrangement,   (ii) any
     currency  swap or option  agreement,  foreign  exchange  contract,  forward
     currency  purchase  agreement or similar currency  management  agreement or
     arrangement or (iii) any Commodities Hedge Agreement.

          "Incremental  Loans" has the  meaning  provided in the  provisions  of
     Section 11.12(e).

          "Indebtedness"  of  any  Person  means  without  duplication  (i)  all
     indebtedness  of such Person for  borrowed  money;  (ii) all bonds,  notes,
     debentures and similar debt  securities of such Person;  (iii) the deferred
     purchase price of capital  assets or services that in accordance  with GAAP
     would be shown on the  liability  side of the balance sheet of such Person;
     (iv) the face  amount of all  letters of credit  issued for the  account of
     such Person and, without duplication,  all drafts drawn thereunder; (v) all
     obligations, contingent or otherwise, of such Person in respect of bankers'
     acceptances;  (vi) all  indebtedness of a second Person secured by any Lien
     on  any  property  owned  by  such  first  Person,   whether  or  not  such
     indebtedness has been assumed;  (vii) all Capitalized  Lease Obligations of
     such  Person;  (viii) the  present  value,  determined  on the basis of the
     implicit interest rate, of all basic rental obligations under all Synthetic
     Leases of such Person;  (ix) all obligations of such Person with respect to
     asset securitization  financing; (x) all obligations of such Person under a
     "take or pay" contractual  arrangement or other similar  obligations;  (xi)
     all net obligations of such Person under Hedge  Agreements;  (xii) the full
     outstanding  balance of trade receivables,  notes or other instruments sold
     with full recourse (and the portion thereof subject to potential  recourse,
     if sold with  limited  recourse),  other than in any such case any  thereof
     sold solely for purposes of collection of delinquent  accounts;  and (xiii)
     all  Guaranty  Obligations  of  such  Person;   provided,   however,   that
     (y) neither  trade  payables,  deferred  revenue,  taxes nor other  similar
     accrued expenses,  in each case arising in the ordinary course of business,
     shall constitute Indebtedness; and (z) the Indebtedness of any Person shall
     in any event include  (without  duplication)  the Indebtedness of any other
     entity (including any general partnership in which such Person is a general
     partner) to the extent  such  Person is liable  thereon as a result of such
     Person's  ownership  interest in or other  relationship  with such  entity,
     except to the extent the terms of such Indebtedness  provide expressly that
     such Person is not liable thereon.

         "Indemnitees" has the meaning provided in Section 11.02.

          "Insolvency  Event"  means,  with  respect  to  any  Person,  (i)  the
     commencement  of a voluntary case by such Person under the Bankruptcy  Code
     or the seeking of relief by such Person under any  bankruptcy or insolvency
     or analogous law in any jurisdiction outside of the United States; (ii) the
     commencement  of  an  involuntary   case  against  such  Person  under  the
     Bankruptcy Code and the petition is not controverted  within 10 days, or is
     not  dismissed  within 60 days,  after  commencement  of the case;  (iii) a
     custodian (as defined in the  Bankruptcy  Code) is appointed  for, or takes
     charge of, all or  substantially  all of the property of such Person;  (iv)
     such Person  commences  (including  by way of applying for or consenting to
     the  appointment  of, or the  taking  of  possession  by, a  rehabilitator,
     receiver,  custodian,  trustee, conservator or liquidator (collectively,  a
     "conservator")  of such  Person or all or any  substantial  portion  of its
     property)  any  other  proceeding  under any  reorganization,  arrangement,
     adjustment   of  debt,   relief  of   debtors,   dissolution,   insolvency,
     liquidation,   rehabilitation,   conservatorship  or  similar  law  of  any
     jurisdiction  whether now or hereafter  in effect  relating to such Person;
     (v) any such  proceeding  of the type set  forth in  clause  (iv)  above is
     commenced against such Person to the extent such proceeding is consented to
     by such Person or remains  undismissed  for a period of 60 days;  (vi) such
     Person is adjudicated  insolvent or bankrupt;  (vii) any order of relief or
     other order  approving any such case or proceeding is entered;  (viii) such
     Person suffers any appointment of any conservator or the like for it or any
     substantial  part of its property that continues  undischarged  or unstayed
     for a period of 60 days;  (ix) such Person makes a general  assignment  for
     the benefit of creditors or generally  does not pay its debts as such debts
     become due; or (x) any  corporate  (or  similar  organizational)  action is
     taken by such Person for the purpose of effecting any of the foregoing.

          "Interest  Coverage Ratio" means, for any Testing Period, the ratio of
     (i) Consolidated EBITDA to (ii) Consolidated Interest Expense.

          "Interest  Period"  means,  with  respect to each  Fixed Rate Loan,  a
     period of one,  two,  three or six months,  as  selected  by the  Borrower;
     provided,  however,  that (i) the initial Interest Period for any Borrowing
     of such Fixed Rate Loan shall  commence on the date of such  Borrowing (the
     date of a Borrowing  resulting from a Conversion or  Continuation  shall be
     the date of such  Conversion  or  Continuation)  and each  Interest  Period
     occurring thereafter in respect of such Borrowing shall commence on the day
     on which the next preceding  Interest Period expires;  (ii) if any Interest
     Period begins on a day for which there is no numerically  corresponding day
     in the calendar  month at the end of such  Interest  Period,  such Interest
     Period shall end on the last Business Day of such calendar month;  (iii) if
     any Interest Period would otherwise  expire on a day that is not a Business
     Day, such Interest Period shall expire on the next succeeding Business Day;
     provided,  however, that if any Interest Period would otherwise expire on a
     day that is not a  Business  Day but is a day of the month  after  which no
     further  Business  Day occurs in such month,  such  Interest  Period  shall
     expire on the next preceding  Business Day; (iv) no Interest Period for any
     Fixed Rate Loan may be selected that would end after the Revolving Facility
     Termination  Date or the  termination  date  applicable to any  Incremental
     Loans,  as the case may be; and (v) if, upon the expiration of any Interest
     Period, the Borrower has failed to (or may not) elect a new Interest Period
     to be  applicable  to the  respective  Borrowing  of  Fixed  Rate  Loans as
     provided  above,  the  Borrower  shall be deemed to have elected to Convert
     such Borrowing to Base Rate Loans  effective as of the  expiration  date of
     such current  Interest Period or, in the case of any Foreign Currency Loan,
     the Borrower shall be required to repay the same in full.

          "Investment"  means  (i) any  direct  or  indirect  purchase  or other
     acquisition  by a  Person  of any  Equity  Interest  of any  other  Person;
     (ii) any loan,  advance  (other than deposits with  financial  institutions
     available for withdrawal on demand) or extension of credit to, guarantee or
     assumption  of  debt  or  purchase  or  other   acquisition  of  any  other
     Indebtedness  of, any Person by any other  Person;  or (iii) the  purchase,
     acquisition or investment of or in any stocks,  bonds, mutual funds, notes,
     debentures or other  securities,  or any deposit  account,  certificate  of
     deposit or other investment of any kind.

          "Judgment Amount" has the meaning provided in Section 11.24.

          "LC  Commitment  Amount" means  $25,000,000  or the Dollar  Equivalent
     thereof in Designated Foreign Currency.

          "LC  Documents"  means,  with  respect to any  Letter of  Credit,  any
     documents executed in connection with such Letter of Credit,  including the
     Letter of Credit itself.

          "LC Fee" means any of the fees payable  pursuant to Section 2.11(b) or
     Section 2.11(c) in respect of Letters of Credit.

          "LC  Issuance"  means the  issuance  of any Letter of Credit by any LC
     Issuer for the  account of an LC  Obligor in  accordance  with the terms of
     this Agreement,  and shall include any amendment thereto that increases the
     Stated Amount thereof or extends the expiry date of such Letter of Credit.

          "LC Issuer" means National City Bank or any of its Affiliates, or such
     other  Lender  that is  requested  by the  Borrower  and agrees to be an LC
     Issuer  hereunder  and is approved by the  Administrative  Agent,  it being
     understood that the issuer of the Existing Letters of Credit is approved by
     the  Administrative  Agent provided that such issuer is or becomes a Lender
     hereunder.

          "LC Obligor" means, with respect to each LC Issuance,  the Borrower or
     the Subsidiary Guarantor for whose account such Letter of Credit is issued.

          "LC Outstandings" means, at any time, the sum, without duplication, of
     (i) the Dollar Equivalent of the aggregate Stated Amount of all outstanding
     Letters of Credit and (ii) the Dollar Equivalent of the aggregate amount of
     all Unpaid Drawings with respect to Letters of Credit.

          "LC Participant" has the meaning provided in Section 2.05(g)(i).

          "LC Participation" has the meaning provided in Section 2.05(g).

          "LC Request" has the meaning provided in Section 2.05(b).

          "Leaseholds" of any Person means all the right,  title and interest of
     such  Person as lessee or licensee  in, to and under  leases or licenses of
     land, improvements and/or fixtures.

          "Lender"  and  "Lenders"  have  the  meaning  provided  in  the  first
     paragraph  of this  Agreement  and includes any other Person that becomes a
     party  hereto  pursuant  to an  Assignment  Agreement,  other than any such
     Person  that  ceases  to  be a  party  hereto  pursuant  to  an  Assignment
     Agreement.  Unless  the  context  otherwise  requires,  the term  "Lenders"
     includes the Swing Line Lender.

          "Lender Register" has the meaning provided in Section 2.08(b).

          "Letter of Credit" means any Standby Letter of Credit issued by any LC
     Issuer under this Agreement pursuant to Section 2.05 for the account of any
     LC  Obligor  and  includes  any  Existing  Letter of Credit  deemed  issued
     pursuant to this Agreement.

          "Leverage  Ratio"  means,  for any  Testing  Period,  the ratio of (i)
     Consolidated Total Debt to (ii) Consolidated EBITDA.

          "Lien" means any mortgage,  pledge, security interest,  hypothecation,
     encumbrance,  lien or charge of any kind  (including  any agreement to give
     any of the  foregoing,  any  conditional  sale  or  other  title  retention
     agreement or any lease in the nature thereof).

          "Loan" means any Revolving Loan, Incremental Loan or Swing Loan.

          "Loan  Documents"  means this  Agreement,  the Notes,  the  Subsidiary
     Guaranty,  the Security  Documents,  the  Post-Closing  Agreement,  the Fee
     Letter and each Letter of Credit and each other LC Document.

          "Loan Policy" has the meaning provided in Section 6.10(c).

          "Loss" has the meaning provided in Section 11.24.

          "Margin Stock" has the meaning provided in Regulation U.

          "Material  Adverse Effect" means any or all of the following:  (i) any
     material  adverse  effect on the business,  operations,  property,  assets,
     liabilities,  financial or other  condition or prospects of the Borrower or
     the  Borrower  and its  Subsidiaries,  taken as a whole;  (ii) any material
     adverse  effect on the ability of the Borrower or any other Credit Party to
     perform its  obligations  under any of the Loan  Documents to which it is a
     party; (iii) any material adverse effect on the ability of the Borrower and
     its  Subsidiaries,   taken  as  a  whole,  to  pay  their  liabilities  and
     obligations  as they  mature or become due;  or (iv) any  material  adverse
     effect on the validity,  effectiveness  or  enforceability,  as against any
     Credit Party, of any of the Loan Documents to which it is a party.

          "Material  Contract" means with respect to any Person,  each contract,
     agreement or  instrument a default or breach of which could  reasonably  be
     expected to have a Material Adverse Effect.

          "Material  Domestic  Subsidiary"  means any Domestic  Subsidiary  that
     constitutes a Material Subsidiary.

          "Material  Foreign  Subsidiary"  means  any  Foreign  Subsidiary  that
     constitutes a Material Subsidiary.

          "Material  Indebtedness"  means,  as to  the  Borrower  or  any of its
     Subsidiaries,   any  particular   Indebtedness  of  the  Borrower  or  such
     Subsidiary  (including any Guaranty Obligations) in excess of the aggregate
     principal amount of $5,000,000 (or the Dollar Equivalent thereof).

          "Material  Indebtedness  Agreement"  means any agreement  governing or
     evidencing any Material Indebtedness.

          "Material  Subsidiary"  means any  Subsidiary  that has assets with an
     aggregate  book  value  which  at any  time  exceeds  2.5% of  Consolidated
     Tangible  Assets at such  time,  provided  however  that in no event  shall
     Subsidiaries  that are not Material  Subsidiaries  have, in the  aggregate,
     tangible  assets in excess of 10% of  Consolidated  Tangible  Assets at any
     time,  and  the  Borrower  shall  include  such  Subsidiaries  as  Material
     Subsidiaries notwithstanding the foregoing.

          "Maximum Foreign Currency Exposure Amount" means the Dollar Equivalent
     of $50,000,000 as such amount may be reduced pursuant to Section 2.12.

          "Maximum Rate" has the meaning provided in Section 11.23.

          "Minimum  Borrowing  Amount"  means (i) with  respect to any Base Rate
     Loan,  $1,000,000  (or the  Dollar  Equivalent  thereof  in any  Designated
     Foreign Currency),  with minimum increments  thereafter of $100,000 (or the
     Dollar Equivalent thereof in any Designated  Foreign  Currency),  (ii) with
     respect to any Eurodollar Loan or Foreign Currency Loan, $5,000,000 (or the
     Dollar Equivalent thereof in any Designated Foreign Currency), with minimum
     increments  thereafter of $1,000,000 (or the Dollar  Equivalent  thereof in
     any Designated  Foreign  Currency),  and (iii) with respect to Swing Loans,
     $100,000, with minimum increments thereafter of $50,000.

          "Moody's" means Moody's Investors Service, Inc. and its successors.

          "Multi-Employer  Plan"  means a  multi-employer  plan,  as  defined in
     Section  4001(a)(3) of ERISA to which the Borrower or any Subsidiary of the
     Borrower 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 an employee benefit plan, other than a
     Multi-Employer  Plan,  to  which  the  Borrower  or any  Subsidiary  of the
     Borrower or any ERISA  Affiliate,  and one or more employers other than the
     Borrower or a Subsidiary of the Borrower or an ERISA  Affiliate,  is making
     or accruing an obligation to make  contributions  or, in the event that any
     such plan has been terminated, to which the Borrower or a Subsidiary of the
     Borrower  or an ERISA  Affiliate  made or  accrued  an  obligation  to make
     contributions  during  any of the five  plan  years  preceding  the date of
     termination of such plan.

          "Net Cash  Proceeds"  means,  with respect to (i) any Asset Sale,  the
     Cash  Proceeds  resulting  therefrom  net of (A)  reasonable  and customary
     expenses of sale  incurred in  connection  with such Asset Sale,  and other
     reasonable  and  customary  fees and expenses  incurred,  and all state and
     local taxes paid or reasonably  estimated to be payable by such person as a
     consequence  of such Asset Sale and the payment of  principal,  premium and
     interest of Indebtedness (other than the Obligations)  secured by the asset
     which is the  subject of the Asset Sale and  required  to be, and which is,
     repaid  under the terms  thereof  as a result of such Asset  Sale,  and (B)
     incremental  federal,  state and local  income  taxes  paid or payable as a
     result  thereof;  and (ii) any Event of Loss,  the Cash Proceeds  resulting
     therefrom  net  of  (A)  reasonable  and  customary  expenses  incurred  in
     connection  with such Event of Loss,  and local  taxes  paid or  reasonably
     estimated  to be payable by such person as a  consequence  of such Event of
     Loss and the payment of  principal,  premium and  interest of  Indebtedness
     (other than the  Obligations)  secured by the asset which is the subject of
     the Event of Loss and required to be, and which is,  repaid under the terms
     thereof as a result of such  Event of Loss,  and (B)  incremental  federal,
     state and local income taxes paid or payable as a result thereof.

          "1934 Act" means the Securities Exchange Act of 1934, as amended.

          "Note"  means a Revolving  Facility  Note, a Term Note or a Swing Line
     Note, as applicable.

          "Notice of Borrowing" has the meaning provided in Section 2.06(b).

          "Notice of  Continuation  or Conversion"  has the meaning  provided in
     Section 2.10(b).

          "Notice of Swing Loan  Refunding" has the meaning  provided in Section
     2.04(b).

          "Notice  Office"  means  the  office  of the  Administrative  Agent at
     National City Center, 629 Euclid Avenue,  Cleveland, Ohio 44114, Attention:
     Agency Services Group (facsimile:  (216) 222-0212), or such other office as
     the Administrative Agent may designate in writing to the Borrower from time
     to time.

          "Obligations"   means  all  amounts,   indemnities  and  reimbursement
     obligations,  direct or indirect,  contingent or absolute, of every type or
     description,  and at any time existing,  owing by the Borrower or any other
     Credit Party to the Administrative Agent, any Lender, the Swing Line Lender
     or any LC Issuer  pursuant to the terms of this Agreement or any other Loan
     Document  (including,  but not  limited to,  interest  and fees that accrue
     after the  commencement  by or against any Credit  Party of any  insolvency
     proceeding,  regardless of whether  allowed or allowable in such proceeding
     or subject to an  automatic  stay under  Section  362(a) of the  Bankruptcy
     Code).

          "Operating  Lease" as  applied  to any  Person  means any lease of any
     property  (whether real,  personal or mixed) by that Person as lessee that,
     in  conformity  with GAAP,  is not  accounted for as a Capital Lease on the
     balance sheet of that Person.

          "Organizational  Documents"  means,  with respect to any Person (other
     than an individual), such Person's Articles (Certificate) of Incorporation,
     or equivalent formation documents,  and Regulations (Bylaws), or equivalent
     governing  documents,  and, in the case of any  partnership,  includes  any
     partnership agreement and any amendments to any of the foregoing.

          "Original Due Date" has the meaning provided in Section 11.24.

          "Payment  Office"  means  the  office of the  Administrative  Agent at
     National City Center, 629 Euclid Avenue,  Cleveland, Ohio 44114, Attention:
     Agency Services Group (facsimile: (216) 222-0012), or such other office(s),
     as the  Administrative  Agent may designate to the Borrower in writing from
     time to time.

          "PBGC"  means the Pension  Benefit  Guaranty  Corporation  established
     pursuant to Section 4002 of ERISA, or any successor thereto.

          "Permitted  Acquisition"  means any Acquisition as to which all of the
     following conditions are satisfied:

               (i) such Acquisition involves a line or lines of business that is
          or are  complementary  to the lines of business in which the  Borrower
          and its  Subsidiaries,  considered as an entirety,  are engaged on the
          Closing Date;

               (ii) if the  Leverage  Ratio,  either  before or after giving pro
          forma effect to such  Acquisition,  is greater than 2.75 to 1.00, then
          the  aggregate  Consideration  for such  Acquisition  shall not exceed
          $30,000,000;

               (iii) no  Default  or Event of Default  shall  exist  prior to or
          immediately after giving effect to such Acquisition;

               (iv) such Acquisition  shall be consensual and have been approved
          by the board of directors  (or similar  governing  body) of the Person
          that is the subject of the Acquisition prior to its consummation;

               (v) the Borrower would,  after giving effect to such Acquisition,
          on a pro forma basis (as  determined in  accordance  with subpart (vi)
          below),  be in compliance  with the financial  covenants  contained in
          Section 7.07; and

               (vi) at least five Business Days prior to the consummation of any
          such   Acquisition,   the  Borrower   shall  have   delivered  to  the
          Administrative   Agent  and  the  Lenders  (A)  a  certificate  of  an
          Authorized   Officer   demonstrating,   in  reasonable   detail,   the
          computation of the financial  covenants referred to in Section 7.07 on
          a pro forma basis,  such pro forma ratios being  determined  as if (y)
          such  Acquisition  had been  completed  at the  beginning  of the most
          recent Testing Period for which financial information for the Borrower
          and the business or Person to be acquired,  is available,  and (z) any
          such  Indebtedness,  or other  Indebtedness  incurred to finance  such
          Acquisition,  had been outstanding for such entire Testing Period, and
          (B) historical financial statements relating to the business or Person
          to be acquired and such other information as the Administrative  Agent
          may reasonably request.

          "Permitted Acquisition Agreement" means each stock purchase agreement,
     asset purchase agreement or other agreement entered into by the Borrower or
     any of its  Subsidiaries in connection with any Permitted  Acquisition,  in
     each case as amended,  supplemented or otherwise modified from time to time
     in accordance with Section 7.02(c).

          "Permitted  Acquisition  Documentation"  means,   collectively,   each
     Permitted  Acquisition  Agreement and all  schedules,  exhibits and annexes
     thereto and all side letters and agreements  (including  without limitation
     all non-competition agreements) affecting the terms thereof or entered into
     in connection therewith, in each case as amended, supplemented or otherwise
     modified from time to time in accordance with Section 7.02(c).

          "Permitted Creditor  Investment" means any securities (whether debt or
     equity)  received by the Borrower or any of its  Subsidiaries in connection
     with the  bankruptcy or  reorganization  of any customer or supplier of the
     Borrower or any such Subsidiary and in settlement of delinquent obligations
     of,  and other  disputes  with,  customers  and  suppliers  arising  in the
     ordinary course of business.

          "Permitted  Foreign  Subsidiary Loans and Investments" means (i) loans
     and investments by a Credit Party to or in a Foreign  Subsidiary made on or
     after the Closing Date in the ordinary  course of business,  so long as the
     aggregate  amount of all such loans and  investments  by all Credit Parties
     does  not,  at any  time,  exceed  (A) $20,000,000,  minus  (B) the  Dollar
     Equivalent of the amount of Indebtedness of Foreign Subsidiaries guaranteed
     by the Credit  Parties  pursuant to subpart  (ii) of this  definition;  and
     (ii) loans  to a Foreign  Subsidiary by any Person (other than the Borrower
     or any of its  Subsidiaries),  and any  guaranty  of such loans by a Credit
     Party, so long as the aggregate principal amount of all such loans does not
     at any time exceed $20,000,000.

          "Permitted Lien" means any Lien permitted by Section 7.03.

          "Person"  means any  individual,  partnership,  joint  venture,  firm,
     corporation,   limited  liability  company,  association,  trust  or  other
     enterprise  or any  government  or  political  subdivision  or any  agency,
     department or instrumentality thereof.

          "Plan" means any Multi-Employer Plan or Single-Employer Plan.

          "Pledge Agreement" means a Pledge Agreement  substantially in the form
     of  Exhibit  C-2  hereto  or  otherwise  in form and  substance  reasonably
     satisfactory to the Administrative Agent.

          "Post-Closing  Agreement" means the  Post-Closing  Agreement dated the
     date hereof between the Borrower and the Administrative Agent.

          "Prepayment" has the meaning provided in Section 2.13(e).

          "primary  Indebtedness"  has the meaning provided in the definition of
     "Guaranty Obligations."

          "primary  obligor"  has the  meaning  provided  in the  definition  of
     "Guaranty Obligations."

          "Prohibited  Transaction"  means a transaction  with respect to a Plan
     that is  prohibited  under Section 4975 of the Code or Section 406 of ERISA
     and not exempt under Section 4975 of the Code or Section 408 of ERISA.

          "Purchase Agreement" means Stock Purchase and Sale Agreement, dated as
     November 6, 2007, by and among ESCO  Technologies  Holding Inc., a Delaware
     corporation, the Borrower, Doble and the stockholders of Doble.

          "Purchase Agreement Documentation" means,  collectively,  the Purchase
     Agreement  and all  schedules,  exhibits  and annexes  thereto and all side
     letters and agreements  (including without  limitation all  non-competition
     agreements)  affecting  the terms  thereof  or entered  into in  connection
     therewith, in each case as amended, supplemented or otherwise modified from
     time to time in accordance with Section 7.12.

          "Purchase Date" has the meaning provided in Section 2.04(c).

          "Quoted Rate" means, with respect to any Swing Loan, the interest rate
     quoted  to the  Borrower  by the Swing  Line  Lender  and  agreed to by the
     Borrower as being the interest rate applicable to such Swing Loan.

          "RCRA" means the Resource  Conservation  and Recovery Act, as the same
     may be amended from time to time, 42 U.S.C. 6901 et seq.

          "Real  Property" of any Person shall mean all of the right,  title and
     interest  of  such  Person  in  and to  land,  improvements  and  fixtures,
     including Leaseholds.

          "Regulation  D" means  Regulation  D of the Board of  Governors of the
     Federal  Reserve System as from time to time in effect and any successor to
     all or a portion thereof establishing reserve requirements.

          "Regulation  U" means  Regulation  U of the Board of  Governors of the
     Federal  Reserve System as from time to time in effect and any successor to
     all or a portion thereof establishing margin requirements.

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

          "Reportable  Event" means an event  described in Section 4043 of ERISA
     or the  regulations  thereunder  with  respect to a Plan,  other than those
     events as to which the notice  requirement is waived under  subsection .22,
     .23, .25, .27, .28, .29, .30, .31, .32, .34, .35, .62, .63, .64, .65 or .67
     of PBGC Regulation Section 4043.

          "Repurchase"  means any redemption,  purchase or other  acquisition or
     retirement for value of any Equity Interests.

          "Required  Lenders" means Lenders whose Credit  Facility  Exposure and
     Unused  Revolving  Commitments  constitute  more than 50% of the sum of the
     Aggregate   Credit  Facility   Exposure  and  the  Unused  Total  Revolving
     Commitment.

          "Restricted Payment" means any Capital Distribution.

          "Revolving   Borrowing"   means  the  incurrence  of  Revolving  Loans
     consisting  of one Type of Revolving  Loan by the Borrower  from all of the
     Lenders having Revolving Commitments in respect thereof on a pro rata basis
     on a given date (or resulting from  Conversions or Continuations on a given
     date) in the same currency,  having in the case of any Fixed Rate Loans the
     same Interest Period.

          "Revolving  Commitment" means, with respect to each Lender, the amount
     set  forth  opposite  such  Lender's  name  in  Schedule  1  hereto  as its
     "Revolving  Commitment,"  or by an amendment to this Agreement  pursuant to
     Section 11.12(e),  or in the case of any Lender that becomes a party hereto
     pursuant  to  an  Assignment  Agreement,  the  amount  set  forth  in  such
     Assignment  Agreement,  as such commitment may be reduced from time to time
     pursuant to Section  2.12(c) or  adjusted  from time to time as a result of
     assignments to or from such Lender pursuant to Section 11.06.

          "Revolving  Facility"  means the  credit  facility  established  under
     Section 2.02 pursuant to the Revolving Commitment of each Lender, including
     any  increase  thereto with respect to any  Incremental  Loans  established
     pursuant to Section 11.12(e).

          "Revolving  Facility  Availability  Period"  means the period from the
     Closing Date until the Revolving Facility Termination Date.

          "Revolving  Facility  Exposure" means, for any Lender at any time, the
     Dollar Equivalent of the sum of (i) the principal amount of Revolving Loans
     made by such Lender and  outstanding  at such time,  and (ii) such Lender's
     share of the LC Outstandings at such time.

          "Revolving Facility Note" means a promissory note substantially in the
     form of Exhibit A-1 hereto.

          "Revolving Facility Percentage" means, at any time for any Lender, the
     percentage  obtained by dividing such Lender's Revolving  Commitment by the
     Total Revolving Commitment,  provided, however, that if the Total Revolving
     Commitment has been terminated,  the Revolving Facility Percentage for each
     Lender shall be determined by dividing such Lender's  Revolving  Commitment
     immediately  prior to such  termination by the Total  Revolving  Commitment
     immediately prior to such termination. The Revolving Facility Percentage of
     each Lender as of the Closing Date is set forth on Schedule 1 hereto.

          "Revolving  Facility  Termination  Date"  means  the  earlier  of  (i)
     November  30,  2012,  or  (ii) the  date  that the  Commitments  have  been
     terminated pursuant to Section 8.02.

          "Revolving Loan" means, with respect to each Lender,  any loan made by
     such Lender  pursuant to Section 2.02 or by an amendment to this  Agreement
     pursuant to the provisions of Section 11.12(e).

          "Sale  and  Lease-Back  Transaction"  means any  arrangement  with any
     Person  providing for the leasing by the Borrower or any  Subsidiary of the
     Borrower of any property (except for temporary leases for a term, including
     any  renewal  thereof,  of not more  than one year and  except  for  leases
     between the  Borrower  and a  Subsidiary  or between  Subsidiaries),  which
     property has been or is to be sold or  transferred  by the Borrower or such
     Subsidiary to such Person.

          "S&P"  means  Standard & Poor's  Ratings  Group,  a division of McGraw
     Hill, Inc., and its successors.

          "SEC" means the United States Securities and Exchange Commission.

          "SEC  Regulation  D"  means  Regulation  D as  promulgated  under  the
     Securities Act of 1933, as amended,  as the same may be in effect from time
     to time.

          "Secured Creditors" has the meaning provided in the Pledge Agreement.

          "Security  Documents"  means the Pledge  Agreement,  any UCC financing
     statement  and any  document  pursuant  to  which  any Lien is  granted  or
     perfected by any Credit Party to the  Administrative  Agent as security for
     any of the Obligations.

          "Single  Employer  Plan" means a single  employer  plan, as defined in
     Section 4001(a)(15) of ERISA, to which the Borrower,  any Subsidiary of the
     Borrower or any ERISA Affiliate is making or accruing an obligation to make
     contributions  or, in the event that any such plan has been terminated,  to
     which the Borrower,  any Subsidiary of the Borrower or any ERISA  Affiliate
     made or accrued an obligation to make contributions  during any of the five
     plan years preceding the date of termination of such plan.

          "Standard  Permitted  Lien" means any of the following:  (i) Liens for
     taxes not yet delinquent or Liens for taxes,  assessments  or  governmental
     charges being  contested in good faith and by appropriate  proceedings  for
     which adequate reserves in accordance with GAAP have been established; (ii)
     Liens in respect of property or assets imposed by law that were incurred in
     the  ordinary   course  of  business,   such  as   carriers',   suppliers',
     warehousemen's,  materialmen's and mechanics' Liens and other similar Liens
     arising in the ordinary  course of business,  that do not in the  aggregate
     materially  detract from the value of such property or assets or materially
     impair the use thereof in the  operation of the business of the Borrower or
     any of its  Subsidiaries  and do not secure any  Indebtedness;  (iii) Liens
     created by this Agreement or the other Loan  Documents;  (iv) Liens arising
     from judgments, decrees or attachments in circumstances not constituting an
     Event of Default  under  Section  8.01(g);  (v) Liens  (other than any Lien
     imposed by ERISA)  incurred  or  deposits  made in the  ordinary  course of
     business in connection with workers  compensation,  unemployment  insurance
     and other types of social security,  and mechanic's Liens, carrier's Liens,
     and  other  Liens  to  secure  the   performance   of  tenders,   statutory
     obligations,  contract bids, government contracts, surety, appeal, customs,
     performance  and  return-of-money  bonds  and  other  similar  obligations,
     incurred in the ordinary  course of business  (exclusive of  obligations in
     respect of the payment for borrowed  money),  whether pursuant to statutory
     requirements,  common  law  or  consensual  arrangements;  (vi)  leases  or
     subleases  granted  in the  ordinary  course  of  business  to  others  not
     interfering  in any  material  respect with the business of the Borrower or
     any of its  Subsidiaries  and any  interest or title of a lessor  under any
     lease not in violation of this Agreement;  (vii) easements,  rights-of-way,
     zoning or other  restrictions,  charges,  encumbrances,  defects  in title,
     prior  rights  of other  persons,  and  obligations  contained  in  similar
     instruments,  in each  case  that  do not  secure  Indebtedness  and do not
     involve,  and  are  not  likely  to  involve  at any  future  time,  either
     individually  or  in  the  aggregate,   (A)  a  substantial  and  prolonged
     interruption  or disruption of the business  activities of the Borrower and
     its  Subsidiaries  considered  as an  entirety,  or (B) a Material  Adverse
     Effect;  (viii)  Liens  arising  from the  rights of lessors  under  leases
     (including financing statements regarding property subject to lease) not in
     violation of the  requirements of this Agreement,  provided that such Liens
     are only in respect of the  property  subject  to,  and  secure  only,  the
     respective  lease  (and any  other  lease  with  the same or an  affiliated
     lessor);  and (ix) rights of consignors of goods,  whether or not perfected
     by the filing of a financing statement under the UCC.

          "Standby  Letter of Credit" means any standby  letter of credit issued
     for the purpose of supporting workers  compensation,  liability  insurance,
     releases of contract retention obligations,  contract performance guarantee
     requirements and other bonding obligations or for other lawful purposes.

          "Stated Amount" of each Letter of Credit shall mean the maximum amount
     available to be drawn  thereunder  (regardless of whether any conditions or
     other requirements for drawing could then be met).

          "Subsidiary" of any Person means (i) any corporation  more than 50% of
     whose stock of any class or classes  having by the terms  thereof  ordinary
     Voting  Power to elect a  majority  of the  directors  of such  corporation
     (irrespective  of  whether or not at the time stock of any class or classes
     of such corporation  shall have or might have Voting Power by reason of the
     happening of any  contingency) is at the time owned by such Person directly
     or  indirectly  through  Subsidiaries,  and (ii) any  partnership,  limited
     liability company, association, joint venture or other entity in which such
     Person directly or indirectly through  Subsidiaries,  owns more than 50% of
     the Equity  Interests  of such Person at the time or in which such  Person,
     one or more other  Subsidiaries  of such  Person or such  Person and one or
     more Subsidiaries of such Person, directly or indirectly,  has the power to
     direct the  policies,  management  and affairs  thereof.  Unless  otherwise
     expressly  provided,  all references  herein to  "Subsidiary"  shall mean a
     Subsidiary of the Borrower and includes Doble and its Subsidiaries.

          "Subsidiary  Guarantor" means (i) any Material Domestic  Subsidiary or
     (ii) any Domestic  Subsidiary that owns a Material Foreign  Subsidiary,  in
     either case that is or  hereafter  becomes or is required to become a party
     to the  Subsidiary  Guaranty.  Schedule  2  hereto  lists  each  Subsidiary
     Guarantor and each other Subsidiary as of the Closing Date.

          "Subsidiary Guaranty" has the meaning provided in Section 4.01(iii).

          "Swing Line  Commitment"  means (i) for the period  commencing  on the
     Closing Date through December 7, 2007,  $330,000,000,  and (ii) thereafter,
     $10,000,000.

          "Swing Line  Facility"  means the credit  facility  established  under
     Section  2.04  pursuant  to the Swing  Line  Commitment  of the Swing  Line
     Lender.

          "Swing Line Lender" means National City Bank.

          "Swing Line Note" means a promissory note substantially in the form of
     Exhibit A-2 hereto.

          "Swing Line Participation  Amount" has the meaning provided in Section
     2.04(c).

          "Swing  Loan" means any loan made by the Swing Line  Lender  under the
     Swing Line Facility pursuant to Section 2.04.

          "Swing Loan Maturity Date" means,  with respect to any Swing Loan, the
     earlier of (i) the last Business Day of each month,  and (ii) the Revolving
     Facility Termination Date.

          "Swing  Loan  Participation"  has  the  meaning  provided  in  Section
     2.04(c).

          "Syndication Agent" has the meaning provided in the first paragraph of
     this Agreement.

          "Synthetic  Lease"  means any lease (i) that is  accounted  for by the
     lessee as an Operating  Lease,  and (ii) under which the lessee is intended
     to be the "owner" of the leased property for federal income tax purposes.

          "Tangible  Net  Worth"  means  all  assets  of the  Borrower  and  its
     Subsidiaries   less  goodwill,   less  intangible  assets  and  less  total
     liabilities,  all on a consolidated basis and determined in conformity with
     GAAP.

          "Taxes" has the meaning provided in Section 3.03(a).

          "Term Loan" means any Incremental Loan made as a term loan pursuant to
     the provisions Section 11.12(e).

          "Testing  Period"  means  a  single  period  consisting  of  the  four
     consecutive fiscal quarters of the Borrower then last ended (whether or not
     such  quarters  are all  within the same  fiscal  year),  except  that if a
     particular  provision of this  Agreement  indicates  that a Testing  Period
     shall be of a different  specified  duration,  such  Testing  Period  shall
     consist of the  particular  fiscal quarter or quarters then last ended that
     are so indicated in such provision.

          "Total Credit Facility  Amount" means the Total  Revolving  Commitment
     and any  Incremented  Loans  made  pursuant  to the  provisions  of Section
     11.12(e). As of the Closing Date, the Dollar Equivalent of the Total Credit
     Facility Amount is $330,000,000.

          "Total   Revolving   Commitment"   means  the  sum  of  the  Revolving
     Commitments of the Lenders as the same may be decreased pursuant to Section
     2.12(c)  hereof.  As of the Closing Date, the amount of the Total Revolving
     Commitment is $330,000,000.

          "Type" means any type of Loan  determined with respect to the interest
     option and currency  denomination  applicable  thereto,  which in each case
     shall be a Base Rate Loan, a Eurodollar Loan or a Foreign Currency Loan.

          "UCC"  means the  Uniform  Commercial  Code as in effect  from time to
     time.  Unless  otherwise  specified,  the UCC shall  refer to the UCC as in
     effect in the State of New York.

          "Unfunded  Benefit  Liabilities" of any Plan means the amount, if any,
     of its unfunded benefit  liabilities,  as defined in Section 4001(a)(18) of
     ERISA.

          "United States" and "U.S." each means United States of America.

          "Unpaid  Drawing"  means,  with  respect to any Letter of Credit,  the
     aggregate Dollar or Dollar Equivalent  amount, as applicable,  of the draws
     made on such Letter of Credit that have not been reimbursed by the Borrower
     or the  applicable LC Obligor or converted to a Revolving  Loan pursuant to
     Section 2.05(f)(i),  and, in each case,  all interest that accrues  thereon
     pursuant to this Agreement.

          "Unused Revolving  Commitment"  means, for any Lender at any time, the
     excess of (i) such  Lender's  Revolving  Commitment  at such time over (ii)
     such Lender's Revolving Facility Exposure at such time.

          "Unused Total Revolving  Commitment" means, at any time, the excess of
     (i) the Total  Revolving  Commitment  at such time over (ii) the  Aggregate
     Revolving Facility Exposure at such time.

          "USA  Patriot  Act" means the  Uniting  and  Strengthening  America by
     Providing  Appropriate  Tools Required to Intercept and Obstruct  Terrorism
     (USA PATRIOT Act) Act of 2001.

          "Voting  Power"  means,  with  respect to any  Person,  the  exclusive
     ability to  control,  through  the  ownership  of shares of capital  stock,
     partnership interests,  membership interests or otherwise,  the election of
     members of the board of directors or other similar  governing  body of such
     Person,  and the holding of a  designated  percentage  of Voting Power of a
     Person  means  the  ownership  of  shares  of  capital  stock,  partnership
     interests,   membership   interests  or  other  interests  of  such  Person
     sufficient to control  exclusively  the election of that  percentage of the
     members of the board of directors or similar governing body of such Person.

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," the words "to" and "until" each means "to but
excluding" and the word "through" means "through and including."

Section 1.03 Accounting Terms. Except as otherwise specifically provided herein,
all terms of an accounting or financial  nature shall be construed in accordance
with GAAP, as in effect from time to time.

Section  1.04 Terms  Generally.  The  definitions  of terms  herein  shall apply
equally to the  singular  and plural  forms of the terms  defined.  Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation."  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall."
Unless the context requires otherwise, (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
restated,  supplemented or otherwise  modified  (subject to any  restrictions on
such  amendments,  supplements  or  modifications  set  forth  herein),  (b) any
reference  herein to any Person  shall be  construed  to include  such  Person's
successors and assigns,  (c) the words "herein,"  "hereof" and  "hereunder," and
words of similar  import,  shall be construed to refer to this  Agreement in its
entirety and not to any particular  provision hereof,  (d) all references herein
to Sections,  Schedules and Exhibits shall be construed to refer to Sections of,
and  Schedules  and  Exhibits  to,  this  Agreement,  (e) the words  "asset" and
"property"  shall be  construed to have the same meaning and effect and to refer
to any and all Real  Property,  tangible and intangible  assets and  properties,
including cash,  securities,  accounts and contract rights, and interests in any
of the foregoing,  and (f) any reference to a statute,  rule or regulation is to
that statute,  rule or regulation as now enacted or as the same may from time to
time be amended, re-enacted or expressly replaced.

Section 1.05 Currency  Equivalents.  Except as otherwise  specified herein,  all
references  herein or in any other Loan  Document to a dollar  amount shall mean
such  amount  in U.S.  Dollars  or,  if the  context  so  requires,  the  Dollar
Equivalent  of such  amount  in any  Designated  Foreign  Currency.  The  Dollar
Equivalent of any amount shall be determined in accordance  with the  definition
of "Dollar Equivalent"; provided, however, that notwithstanding the foregoing or
anything elsewhere in this Agreement to the contrary,  in calculating the Dollar
Equivalent  of  any  amount  for  purposes  of  determining  (i) the  Borrower's
obligation to prepay Loans or cash  collateralize  Letters of Credit pursuant to
Section 2.13(c),  or (ii) the  Borrower's ability to request additional Loans or
Letters of Credit pursuant to the Commitments,  the Administrative Agent may, in
the case of either of the  foregoing,  in its  discretion,  calculate the Dollar
Equivalent  of such amount on any Business  Day  selected by the  Administrative
Agent.

ARTICLE II.

                        THE TERMS OF THE CREDIT FACILITY

Section 2.01  Establishment  of the Credit  Facility.  On the Closing Date,  and
subject to and upon the terms and conditions set forth in this Agreement and the
other Loan Documents,  the  Administrative  Agent,  the Lenders,  the Swing Line
Lender and each LC Issuer agree to establish the Credit Facility for the benefit
of the  Borrower;  provided,  however,  that at no time  will (i) the  Aggregate
Credit Facility  Exposure exceed the Total Credit Facility  Amount,  or (ii) the
Credit  Facility  Exposure  of any Lender  exceed the  aggregate  amount of such
Lender's Commitment.

Section 2.02  Revolving  Facility.  During the Revolving  Facility  Availability
Period,  each Lender severally  agrees, on the terms and conditions set forth in
this Agreement, to make a Revolving Loan or Revolving Loans to the Borrower from
time to time pursuant to such Lender's  Revolving  Commitment,  which  Revolving
Loans (i) may,  except as set forth herein,  at the option of the  Borrower,  be
incurred and maintained  as, or Converted  into,  Revolving  Loans that are Base
Rate Loans, Eurodollar Loans or Foreign Currency Loans, in each case denominated
in Dollars or a Designated  Foreign Currency,  provided that all Revolving Loans
made as part of the same Revolving Borrowing shall consist of Revolving Loans of
the same Type;  (ii) may be repaid or prepaid and reborrowed in accordance  with
the  provisions  hereof;  and (iii) shall not be made if, after giving effect to
any such Revolving Loan, (A) the Revolving Facility Exposure of any Lender would
exceed such Lender's Revolving Commitment,  (B) the Aggregate Revolving Facility
Exposure  plus the  principal  amount  of Swing  Loans  would  exceed  the Total
Revolving  Commitment,  (C) in the case of Revolving Loans to be made as Foreign
Currency Loans, the Foreign  Currency  Exposure would exceed the Maximum Foreign
Currency  Exposure Amount, or (D) the Borrower would be required to prepay Loans
or cash  collateralize  Letters  of Credit  pursuant  to  Section  2.13(c).  The
Revolving  Loans to be made by each  Lender will be made by such Lender on a pro
rata basis  based  upon such  Lender's  Revolving  Facility  Percentage  of each
Revolving Borrowing, in each case in accordance with Section 2.07 hereof.

Section 2.03 [Intentionally Omitted.]

Section 2.04 Swing Line Facility.

(a) Swing Loans.  During the Revolving Facility  Availability  Period, the Swing
Line Lender agrees, on the terms and conditions set forth in this Agreement,  to
make a Swing Loan or Swing Loans to the Borrower from time to time,  which Swing
Loans  (i) shall be payable on the Swing Loan Maturity  Date  applicable to each
such Swing Loan; (ii) shall be made only in U.S. Dollars; (iii) may be repaid or
prepaid and reborrowed in accordance with the provisions  hereof;  (iv) may only
be made if after giving  effect  thereto (A) the aggregate  principal  amount of
Swing Loans  outstanding does not exceed the Swing Line Commitment,  and (B) the
Aggregate  Revolving  Facility Exposure plus the principal amount of Swing Loans
would not exceed the Total Revolving Commitment; (v) shall not be made if, after
giving effect  thereto,  the Borrower  would be required to prepay Loans or cash
collateralize  Letters  of  Credit  pursuant  to  Section  2.13(c)  hereof;  and
(vi) shall not be made if the proceeds  thereof would be used to repay, in whole
or in part, any outstanding Swing Loan.

(b) Swing Loan Refunding. The Swing Line Lender may at any time, in its sole and
absolute  discretion,  direct  that the Swing  Loans  owing to it be refunded by
delivering a notice to such effect to the Administrative  Agent,  specifying the
aggregate  principal  amount  thereof  (a  "Notice  of Swing  Loan  Refunding").
Promptly upon receipt of a Notice of Swing Loan  Refunding,  the  Administrative
Agent shall give notice of the contents  thereof to the Lenders  with  Revolving
Commitments  and,  unless an Event of Default  specified  in Section  8.01(h) in
respect of the Borrower has occurred,  the  Borrower.  Each such Notice of Swing
Loan  Refunding  shall be deemed to  constitute  delivery  by the  Borrower of a
Notice of Borrowing  requesting Revolving Loans consisting of Base Rate Loans in
the amount of the Swing Loans to which it relates.  Each Lender with a Revolving
Commitment  (including  the Swing Line  Lender)  hereby  unconditionally  agrees
(notwithstanding  that  any of the  conditions  specified  in  Section  4.02  or
elsewhere in this Agreement  shall not have been  satisfied,  but subject to the
provisions of paragraph  (d) below) to make a Revolving  Loan to the Borrower in
the amount of such  Lender's  Revolving  Facility  Percentage  of the  aggregate
amount of the Swing Loans to which such Notice of Swing Loan Refunding  relates.
Each such Lender shall make the amount of such  Revolving  Loan available to the
Administrative  Agent in immediately  available  funds at the Payment Office not
later than 2:00 P.M.  (local  time at the  Payment  Office),  if such  notice is
received by such Lender prior to 11:00 A.M. (local time at its Domestic  Lending
Office),  or not later than 2:00 P.M.  (local time at the Payment Office) on the
next  Business  Day, if such notice is received by such Lender  after such time.
The proceeds of such Revolving Loans shall be made immediately  available to the
Swing Line Lender and applied by it to repay the  principal  amount of the Swing
Loans to which such Notice of Swing Loan Refunding relates.

(c)  Swing  Loan  Participation.  If prior to the time a  Revolving  Loan  would
otherwise have been made as provided above as a consequence of a Notice of Swing
Loan  Refunding,  any of the  events  specified  in Section  8.01(h)  shall have
occurred in respect of the Borrower or one or more of the Lenders with Revolving
Commitments  shall  determine  that  it is  legally  prohibited  from  making  a
Revolving Loan under such circumstances,  each Lender (other than the Swing Line
Lender),  or each Lender (other than such Swing Line Lender) so  prohibited,  as
the case may be, shall,  on the date such Revolving Loan would have been made by
it (the "Purchase Date"), purchase an undivided participating interest (a "Swing
Loan  Participation")  in the  outstanding  Swing  Loans to which such Notice of
Swing Loan  Refunding  relates,  in an amount  (the  "Swing  Loan  Participation
Amount")  equal  to  such  Lender's  Revolving   Facility   Percentage  of  such
outstanding  Swing Loans.  On the Purchase  Date,  each such Lender or each such
Lender so prohibited, as the case may be, shall pay to the Swing Line Lender, in
immediately  available funds, such Lender's Swing Loan Participation Amount, and
promptly upon receipt  thereof the Swing Line Lender shall, if requested by such
other Lender, deliver to such Lender a participation certificate, dated the date
of the Swing  Line  Lender's  receipt of the funds  from,  and  evidencing  such
Lender's  Swing  Loan  Participation  in,  such  Swing  Loans and its Swing Loan
Participation  Amount in respect thereof. If any amount required to be paid by a
Lender to the Swing Line Lender  pursuant to the above  provisions in respect of
any Swing Loan  Participation  is not paid on the date such payment is due, such
Lender  shall pay to the Swing Line Lender on demand  interest on the amount not
so paid at the overnight  Federal Funds  Effective  Rate from the due date until
such amount is paid in full.  Whenever,  at any time after the Swing Line Lender
has  received  from any other  Lender  such  Lender's  Swing Loan  Participation
Amount,  the Swing Line Lender  receives  any  payment  from or on behalf of the
Borrower  on account of the  related  Swing  Loans,  the Swing Line  Lender will
promptly distribute to such Lender its ratable share of such amount based on its
Revolving  Facility  Percentage  of such  amount on such date on  account of its
Swing  Loan  Participation  (appropriately  adjusted,  in the  case of  interest
payments, to reflect the period of time during which such Lender's participating
interest was outstanding and funded);  provided,  however,  that if such payment
received by the Swing Line Lender is required to be  returned,  such Lender will
return to the Swing Line Lender any portion thereof previously distributed to it
by the Swing Line Lender.

(d) Obligations Unconditional.  Each Lender's obligation to make Revolving Loans
pursuant to Section  2.04(b)  and/or to purchase  Swing Loan  Participations  in
connection  with a Notice  of Swing  Loan  Refunding  shall  be  subject  to the
conditions  that  (i) such  Lender  shall  have  received a Notice of Swing Loan
Refunding  complying with the  provisions  hereof and (ii) at the time the Swing
Loans that are the subject of such Notice of Swing Loan Refunding were made, the
Swing Line Lender  making the same had no actual  written  notice  from  another
Lender that an Event of Default had occurred and was  continuing,  but otherwise
shall be  absolute  and  unconditional,  shall be solely for the  benefit of the
Swing Line Lender that gives such Notice of Swing Loan Refunding,  and shall not
be affected by any circumstance, including, without limitation, (A) any set-off,
counterclaim,  recoupment,  defense  or other  right  that such  Lender may have
against any other Lender,  any Credit Party, or any other Person,  or any Credit
Party may have against any Lender or other  Person,  as the case may be, for any
reason  whatsoever;  (B) the  occurrence or continuance of a Default or Event of
Default;  (C) any event or  circumstance  involving a Material  Adverse  Effect;
(D) any  breach of any Loan  Document  by any party  thereto;  or (E) any  other
circumstance,  happening  or  event,  whether  or  not  similar  to  any  of the
foregoing.

Section 2.05 Letters of Credit.

(a) LC  Issuances.  During  the  Revolving  Facility  Availability  Period,  the
Borrower  may  request  an LC Issuer at any time and from time to time to issue,
for the account of the Borrower or any Subsidiary Guarantor,  and subject to and
upon the terms and conditions  herein set forth,  each LC Issuer agrees to issue
from time to time  Letters of Credit  denominated  and payable in Dollars or any
Designated  Foreign Currency and in each case in such form as may be approved by
such  LC  Issuer  and  the  Administrative   Agent;   provided,   however,  that
notwithstanding  the  foregoing,  no LC Issuance  shall be made if, after giving
effect thereto,  (i) the LC Outstandings  would exceed the LC Commitment Amount,
(ii) the  Revolving  Facility  Exposure of any Lender would exceed such Lender's
Revolving  Commitment,  (iii) the Aggregate Revolving Facility Exposure plus the
principal  amount of Swing Loans  outstanding  would exceed the Total  Revolving
Commitment,  (iv) the Foreign Currency Exposure would exceed the Maximum Foreign
Currency  Exposure Amount, or (v) the Borrower would be required to prepay Loans
or cash  collateralize  Letters of Credit  pursuant to Section  2.13(c)  hereof.
Subject to Section  2.05(c)  below,  each Letter of Credit  shall have an expiry
date (including any renewal periods) occurring not later than the earlier of (y)
one year from the date of issuance thereof, or (z) 30 Business Days prior to the
Revolving Facility Termination Date.

(b) LC Requests. Whenever the Borrower desires that a Letter of Credit be issued
for its account or the account of any eligible LC Obligor,  the  Borrower  shall
give the Administrative Agent and the applicable LC Issuer written or telephonic
notice (in the case of telephonic  notice,  promptly  confirmed in writing if so
requested by the Administrative  Agent) which, if in the form of written notice,
shall be  substantially  in the form of Exhibit  B-3 (each such  request,  a "LC
Request"), or transmit by electronic communication (if arrangements for doing so
have been approved by the applicable LC Issuer), prior to 11:00 A.M. (local time
at the Notice  Office) at least three  Business Days (or such shorter  period as
may be  acceptable  to the  relevant LC Issuer)  prior to the  proposed  date of
issuance  (which shall be a Business  Day),  which LC Request shall include such
supporting  documents  that such LC Issuer  customarily  requires in  connection
therewith  (including,  in the case of a Letter of Credit for an  account  party
other than the Borrower,  an application  for, and if applicable a reimbursement
agreement  with  respect  to,  such  Letter  of  Credit).  In the  event  of any
inconsistency  between any of the terms or provisions of any LC Document and the
terms and provisions of this Agreement  respecting  Letters of Credit, the terms
and provisions of this Agreement shall control.

(c)  Auto-Renewal  Letters  of  Credit.  If an LC  Obligor  so  requests  in any
applicable  LC Request,  each LC Issuer  shall agree to issue a Letter of Credit
that has automatic renewal  provisions;  provided,  however,  that any Letter of
Credit  that has  automatic  renewal  provisions  must  permit such LC Issuer to
prevent any such renewal at least once in each twelve-month  period  (commencing
with the date of issuance of such  Letter of Credit) by giving  prior  notice to
the beneficiary thereof not later than a day in each such twelve-month period to
be agreed upon at the time such Letter of Credit is issued. Once any such Letter
of Credit that has automatic  renewal  provisions  has been issued,  the Lenders
shall be  deemed  to have  authorized  (but may not  require)  such LC Issuer to
permit the  renewal of such  Letter of Credit at any time to an expiry  date not
later than 30 Business Days prior to the Revolving  Facility  Termination  Date;
provided,  however, that such LC Issuer shall not permit any such renewal if (i)
such LC Issuer has  determined  that it would have no obligation at such time to
issue such Letter of Credit in its renewed form under the terms hereof,  or (ii)
it has  received  notice  (which may be by telephone or in writing) on or before
the day that is two  Business  Days  before  the date  that  such LC  Issuer  is
permitted to send a notice of non-renewal  from the  Administrative  Agent,  any
Lender or the Borrower that one or more of the applicable  conditions  specified
in Section 4.02 is not then satisfied.

(d)  Applicability  of ISP98 and UCP. Unless  otherwise  expressly agreed by the
applicable LC Issuer and the  applicable LC Obligor,  when a Letter of Credit is
issued, the rules of the "International Standby Practices 1998" published by the
Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance)  shall apply to each Standby Letter
of Credit.

(e) Notice of LC Issuance. Each LC Issuer shall, on the date of each LC Issuance
by it, give the  Administrative  Agent,  each applicable Lender and the Borrower
written notice of such LC Issuance,  accompanied by a copy to the Administrative
Agent of the Letter of Credit or Letters of Credit  issued by it. Each LC Issuer
shall provide to the  Administrative  Agent a quarterly (or monthly if requested
by any applicable  Lender)  summary  describing  each Letter of Credit issued by
such LC Issuer  and then  outstanding  and an  identification  for the  relevant
period of the daily aggregate LC  Outstandings  represented by Letters of Credit
issued by such LC Issuer.

(f) Reimbursement Obligations.

(i) The Borrower  hereby  agrees to reimburse (or cause any LC Obligor for whose
account a Letter of Credit was issued to  reimburse)  each LC Issuer,  by making
payment directly to such LC Issuer in immediately available funds at the payment
office of such LC Issuer,  for any Unpaid  Drawing with respect to any Letter of
Credit  immediately after, and in any event on the date on which, such LC Issuer
notifies  the  Borrower  (or any such other LC Obligor  for whose  account  such
Letter of Credit was issued) of such payment or  disbursement  (which  notice to
the Borrower (or such other LC Obligor) shall be delivered  reasonably  promptly
after any such payment or  disbursement),  such payment to be made in Dollars or
in the applicable  Designated Foreign Currency in which such Letter of Credit is
denominated, with interest on the amount so paid or disbursed by such LC Issuer,
to the extent  not  reimbursed  prior to 1:00 P.M.  (local  time at the  payment
office of the applicable LC Issuer) on the date of such payment or disbursement,
from and including the date paid or disbursed to but not including the date such
LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then
applicable to Revolving Loans pursuant to Section  2.09(a)(i) that are Base Rate
Loans or, if not reimbursed on the date of such payment or disbursement,  at the
Default Rate,  any such interest also to be payable on demand.  If by 11:00 A.M.
on the Business Day immediately following notice to it of its obligation to make
reimbursement  in respect of an Unpaid Drawing,  the Borrower or the relevant LC
Obligor has not made such reimbursement out of its available cash on hand or, in
the  case of the  Borrower,  a  contemporaneous  Borrowing  hereunder  (if  such
Borrowing is otherwise available to the Borrower), (x) the Borrower will in each
case be deemed to have given a Notice of Borrowing for Revolving  Loans that are
Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to
reimburse such Unpaid Drawing (and the Administrative  Agent shall promptly give
notice to the  Lenders of such  deemed  Notice of  Borrowing),  (y) the  Lenders
shall,  unless they are  legally  prohibited  from doing so, make the  Revolving
Loans  contemplated  by such deemed Notice of Borrowing  (which  Revolving Loans
shall be  considered  made under  Section  2.02),  and (z) the  proceeds of such
Revolving  Loans shall be disbursed  directly to the applicable LC Issuer to the
extent  necessary  to effect  such  reimbursement  and  repayment  of the Unpaid
Drawing,  with any excess  proceeds  to be made  available  to the  Borrower  in
accordance with the applicable provisions of this Agreement.

(ii) Obligations  Absolute.  Each LC Obligor's  obligation under this Section to
     reimburse  each LC Issuer with respect to Unpaid  Drawings  (including,  in
     each case,  interest thereon) shall be absolute and unconditional under any
     and all  circumstances  and  irrespective  of any setoff,  counterclaim  or
     defense to payment  that such LC Obligor may have or have had against  such
     LC Issuer,  the  Administrative  Agent or any  Lender,  including,  without
     limitation,  any  defense  based upon the  failure of any  drawing  under a
     Letter  of Credit to  conform  to the terms of the  Letter of Credit or any
     non-application  or  misapplication  by the  beneficiary of the proceeds of
     such drawing;  provided,  however, that no LC Obligor shall be obligated to
     reimburse  an LC Issuer  for any  wrongful  payment  made by such LC Issuer
     under a Letter  of Credit  as a result  of acts or  omissions  constituting
     willful misconduct or gross negligence on the part of such LC Issuer.

(g)  LC Participations.

(i)  Immediately  upon each LC Issuance,  the LC Issuer of such Letter of Credit
     shall  be  deemed  to have  sold  and  transferred  to each  Lender  with a
     Revolving Commitment, and each such Lender (each an "LC Participant") shall
     be deemed  irrevocably and  unconditionally  to have purchased and received
     from such LC Issuer,  without recourse or warranty,  an undivided  interest
     and participation (an "LC  Participation"),  to the extent of such Lender's
     Revolving Facility Percentage of the Stated Amount of such Letter of Credit
     in  effect  at such  time of  issuance,  in such  Letter  of  Credit,  each
     substitute Letter of Credit, each drawing made thereunder,  the obligations
     of any LC Obligor under this  Agreement with respect  thereto  (although LC
     Fees relating thereto shall be payable directly to the Administrative Agent
     for the  account of the  Lenders  as  provided  in Section  2.11 and the LC
     Participants  shall have no right to receive any portion of any fees of the
     nature contemplated by Section 2.11(c) or Section 2.11(e)), the obligations
     of any LC  Obligor  under  any LC  Documents  pertaining  thereto,  and any
     security for, or guaranty pertaining to, any of the foregoing.

(ii) In  determining  whether to pay under any  Letter of  Credit,  an LC Issuer
     shall not have any obligation relative to the LC Participants other than to
     determine that any documents  required to be delivered under such Letter of
     Credit  have been  delivered  and that they  appear to comply on their face
     with the requirements of such Letter of Credit. Any action taken or omitted
     to be taken by an LC  Issuer  under or in  connection  with any  Letter  of
     Credit,  if taken or omitted in the absence of gross  negligence or willful
     misconduct, shall not create for such LC Issuer any resulting liability.

(iii) If an LC Issuer  makes any  payment  under  any  Letter of Credit  and the
     applicable LC Obligor shall not have reimbursed such amount in full to such
     LC Issuer pursuant to Section 2.05(f), such LC Issuer shall promptly notify
     the  Administrative  Agent,  and the  Administrative  Agent shall  promptly
     notify each LC Participant of such failure,  and each LC Participant  shall
     promptly  and  unconditionally  pay to the  Administrative  Agent  for  the
     account of such LC Issuer,  the amount of such LC  Participant's  Revolving
     Facility  Percentage  of  such  payment  in  Dollars  or in the  applicable
     Designated  Foreign  Currency in which such Letter of Credit is denominated
     and in same-day funds;  provided,  however, that no LC Participant shall be
     obligated  to  pay to  the  Administrative  Agent  its  Revolving  Facility
     Percentage  of such  unreimbursed  amount for any wrongful  payment made by
     such LC Issuer  under a Letter  of Credit as a result of acts or  omissions
     constituting  willful misconduct or gross negligence on the part of such LC
     Issuer. If the Administrative Agent so notifies any LC Participant required
     to fund a payment under a Letter of Credit prior to 11:00 A.M.  (local time
     at its Notice Office) on any Business Day, such LC  Participant  shall make
     available  to the  Administrative  Agent for the account of the relevant LC
     Issuer such LC Participant's Revolving Facility Percentage of the amount of
     such payment on such Business Day in same-day  funds.  If and to the extent
     such  LC  Participant  shall  not  have  so  made  its  Revolving  Facility
     Percentage  of the amount of such payment  available to the  Administrative
     Agent for the account of the relevant LC Issuer, such LC Participant agrees
     to pay to the  Administrative  Agent  for the  account  of such LC  Issuer,
     forthwith on demand, such amount,  together with interest thereon, for each
     day from such date until the date such amount is paid to the Administrative
     Agent for the  account  of such LC Issuer at the  Federal  Funds  Effective
     Rate.  The  failure  of  any  LC  Participant  to  make  available  to  the
     Administrative  Agent  for  the  account  of the  relevant  LC  Issuer  its
     Revolving  Facility  Percentage  of any payment  under any Letter of Credit
     shall not relieve any other LC Participant  of its obligation  hereunder to
     make  available  to the  Administrative  Agent for the  account  of such LC
     Issuer its Revolving Facility Percentage of any payment under any Letter of
     Credit on the date  required,  as specified  above,  but no LC  Participant
     shall be  responsible  for the failure of any other LC  Participant to make
     available  to the  Administrative  Agent for the  account of such LC Issuer
     such  other LC  Participant's  Revolving  Facility  Percentage  of any such
     payment.

(iv) Whenever an LC Issuer receives a payment of a  reimbursement  obligation as
     to which the  Administrative  Agent has received for the account of such LC
     Issuer any  payments  from the LC  Participants  pursuant to subpart  (iii)
     above,  such  LC  Issuer  shall  pay to the  Administrative  Agent  and the
     Administrative  Agent shall  promptly pay to each LC  Participant  that has
     paid its Revolving  Facility  Percentage  thereof,  in same-day  funds,  an
     amount equal to such LC Participant's  Revolving Facility Percentage of the
     principal  amount thereof and interest  thereon accruing after the purchase
     of the respective LC Participations, as and to the extent so received.

(v)  The   obligations  of  the  LC   Participants   to  make  payments  to  the
     Administrative  Agent for the  account  of each LC Issuer  with  respect to
     Letters of Credit  shall be  irrevocable  and not subject to  counterclaim,
     set-off or other defense or any other qualification or exception whatsoever
     and  shall be made in  accordance  with the terms  and  conditions  of this
     Agreement under all circumstances,  including,  without limitation,  any of
     the following circumstances:

(A)  any lack of  validity or  enforceability  of this  Agreement  or any of the
     other Loan Documents;

(B)  the  existence  of any claim,  set-off  defense or other  right that any LC
     Obligor  may have at any time  against a  beneficiary  named in a Letter of
     Credit,  any transferee of any Letter of Credit (or any Person for whom any
     such transferee may be acting),  the  Administrative  Agent, any LC Issuer,
     any Lender, or other Person, whether in connection with this Agreement, any
     Letter of Credit,  the  transactions  contemplated  herein or any unrelated
     transactions  (including any underlying  transaction between the applicable
     LC Obligor and the beneficiary  named in any such Letter of Credit),  other
     than any  claim  that the  applicable  LC  Obligor  may  have  against  any
     applicable LC Issuer for gross negligence or willful  misconduct of such LC
     Issuer in making payment under any applicable Letter of Credit;

(C)  any draft,  certificate  or other  document  presented  under the 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;

(D)  the  surrender  or  impairment  of any  security  for  the  performance  or
     observance of any of the terms of any of the Loan Documents; or

(E)  the occurrence of any Default or Event of Default.

(vi) To the extent any LC Issuer is not  indemnified  by the  Borrower or any LC
     Obligor,  the LC Participants  will reimburse and indemnify such LC Issuer,
     in proportion to their respective Revolving Facility  Percentages,  for and
     against any and all liabilities,  obligations,  losses, damages, penalties,
     claims, actions,  judgments, costs, expenses or disbursements of whatsoever
     kind or nature that may be imposed on, asserted against or incurred by such
     LC Issuer in  performing  its  respective  duties in any way  related to or
     arising  out  of  LC  Issuances  by  it;  provided,  however,  that  no  LC
     Participants   shall  be  liable  for  any  portion  of  such  liabilities,
     obligations, losses, damages, penalties, claims, actions, judgments, costs,
     expenses or disbursements  resulting from such LC Issuer's gross negligence
     or willful misconduct.

Section 2.06 Notice of Borrowing.

(a)  Time of Notice.  Each  Borrowing  of a Loan (other than a  Continuation  or
     Conversion)  shall be made upon notice in the form provided for below which
     shall be provided by the Borrower to the Administrative Agent at its Notice
     Office  not later  than (i) in the case of each  Borrowing  of a Fixed Rate
     Loan,  11:00 A.M. (local time at its Notice Office) at least three Business
     Days'  prior  to the  date of  such  Borrowing,  (ii)  in the  case of each
     Borrowing  of a Base Rate  Loan,  prior to 11:00  A.M.  (local  time at its
     Notice  Office) on the proposed  date of such  Borrowing,  and (iii) in the
     case of any  Borrowing  under the Swing Line  Facility,  prior to 1:00 P.M.
     (local time at its Notice Office) on the proposed date of such Borrowing.

(b)  Notice  of  Borrowing.   Each  request  for  a  Borrowing   (other  than  a
     Continuation or Conversion)  shall be made by an Authorized  Officer of the
     Borrower by delivering written notice of such request  substantially in the
     form of Exhibit B-1 hereto (each such notice,  a "Notice of  Borrowing") or
     by  telephone  (to be  confirmed  immediately  in writing by delivery by an
     Authorized  Officer of the Borrower of a Notice of  Borrowing),  and in any
     event each such  request  shall be  irrevocable  and shall  specify (i) the
     aggregate  principal  amount  of the  Loans  to be  made  pursuant  to such
     Borrowing,  (ii) the date of the Borrowing (which shall be a Business Day),
     (iii) the  Type of  Loans  such  Borrowing  will  consist  of,  and (iv) if
     applicable,  the initial  Interest  Period,  the Swing Loan  Maturity  Date
     (which  shall  be less  than  30  days)  and  Designated  Foreign  Currency
     applicable  thereto.  Without in any way  limiting  the  obligation  of the
     Borrower to confirm in writing any telephonic  notice permitted to be given
     hereunder,  the  Administrative  Agent may act prior to  receipt of written
     confirmation  without  liability upon the basis of such  telephonic  notice
     believed by the Administrative Agent in good faith to be from an Authorized
     Officer of the  Borrower  entitled to give  telephonic  notices  under this
     Agreement on behalf of the Borrower.  In each such case, the Administrative
     Agent's record of the terms of such  telephonic  notice shall be conclusive
     absent manifest error.

(c)  Minimum Borrowing Amount. The aggregate  principal amount of each Borrowing
     by the Borrower shall not be less than the Minimum Borrowing Amount.

(d)  Maximum Borrowings. More than one Borrowing may be incurred by the Borrower
     on any day; provided, however, that (i) if there are two or more Borrowings
     on a single day by the Borrower that consist of Fixed Rate Loans, each such
     Borrowing shall have a different  initial Interest  Period,  and (ii) at no
     time  shall  there be more than  eight (8)  Borrowings  of Fixed Rate Loans
     outstanding hereunder.

Section 2.07 Funding Obligations; Disbursement of Funds.

(a)  Several  Nature of Funding  Obligations.  The  Commitments  of each  Lender
     hereunder and the obligation of each Lender to make Loans, acquire and fund
     Swing Loan Participations,  and LC Participations,  as the case may be, are
     several and not joint  obligations.  No Lender shall be responsible for any
     default  by any other  Lender in its  obligation  to make Loans or fund any
     participation  hereunder  and each Lender  shall be  obligated  to make the
     Loans provided to be made by it and fund its participations  required to be
     funded by it  hereunder,  regardless  of the failure of any other Lender to
     fulfill any of its Commitments hereunder.  Nothing herein and no subsequent
     termination of the Commitments  pursuant to Section 2.12 shall be deemed to
     relieve any Lender from its obligation to fulfill its commitments hereunder
     and in  existence  from time to time or to  prejudice  any rights  that the
     Borrower  may have  against  any Lender as a result of any  default by such
     Lender hereunder.

(b)  Borrowings  Pro Rata.  Except with  respect to the making of Swing Loans by
     the Swing Line Lender,  all Loans hereunder  shall be made as follows:  all
     Revolving Loans made, and LC Participations  acquired by each Lender, shall
     be made or  acquired,  as the case may be, on a pro rata  basis  based upon
     each Lender's Revolving Facility Percentage of the amount of such Revolving
     Borrowing  or  Letter  of  Credit  in  effect  on the date  the  applicable
     Revolving Borrowing is to be made or the Letter of Credit is to be issued.

(c)  Notice to  Lenders.  The  Administrative  Agent  shall  promptly  give each
     Lender,  as  applicable,  written  notice (or  telephonic  notice  promptly
     confirmed  in  writing)  of  each  proposed  Borrowing,  or  Conversion  or
     Continuation thereof, and LC Issuance,  and of such Lender's  proportionate
     share thereof or participation  therein and of the other matters covered by
     the  Notice of  Borrowing,  Notice of  Continuation  or  Conversion,  or LC
     Request, as the case may be, relating thereto.

(d)  Funding of Loans.

     (i)  Loans  Generally.  No later than 2:00 P.M.  (local time at the Payment
          Office) on the date specified in each Notice of Borrowing, each Lender
          will make available its amount, if any, of each Borrowing requested to
          be made on such date to the Administrative Agent at the Payment Office
          in  Dollars  or the  applicable  Designated  Foreign  Currency  and in
          immediately available funds and the Administrative Agent promptly will
          make  available  to the Borrower by  depositing  to its account at the
          Payment  Office the aggregate of the amounts so made  available in the
          type of funds received.

     (ii) Swing  Loans.  No later  than  2:00 P.M.  (local  time at the  Payment
          Office) on the date  specified in each Notice of Borrowing,  the Swing
          Line Lender will make  available to the Borrower by  depositing to its
          account at the Payment  Office (or such other  account as the Borrower
          shall  specify) the aggregate of Swing Loans  requested in such Notice
          of Borrowing.

(e)  Advance Funding.  Unless the Administrative  Agent shall have been notified
     by any Lender  prior to the date of  Borrowing  that such  Lender  does not
     intend to make  available  to the  Administrative  Agent its portion of the
     Borrowing or Borrowings to be made on such date, the  Administrative  Agent
     may  assume  that  such  Lender  has  made  such  amount  available  to the
     Administrative  Agent on such  date of  Borrowing,  and the  Administrative
     Agent,  in reliance upon such  assumption,  may (in its sole discretion and
     without  any  obligation  to do  so)  make  available  to  the  Borrower  a
     corresponding  amount.  If such  corresponding  amount  is not in fact made
     available to the Administrative Agent by such Lender and the Administrative
     Agent has made the same available to the Borrower, the Administrative Agent
     shall  be  entitled   to  recover   such   corresponding   amount  plus  an
     administrative  fee of $200 from such  Lender.  If such Lender does not pay
     such corresponding amount forthwith upon the Administrative  Agent's demand
     therefor,  the Administrative Agent shall promptly notify the Borrower, and
     the  Borrower  shall  immediately  pay  such  corresponding  amount  to the
     Administrative  Agent. The  Administrative  Agent shall also be entitled to
     recover from such Lender or the Borrower,  as the case may be,  interest on
     such  corresponding  amount  in  respect  of each day  from  the date  such
     corresponding  amount was made available by the Administrative Agent to the
     Borrower  to  the  date  such  corresponding  amount  is  recovered  by the
     Administrative  Agent  at a rate  per  annum  equal  to (i) if paid by such
     Lender,  the overnight  Federal Funds Effective Rate or (ii) if paid by the
     Borrower,  the then applicable  rate of interest,  calculated in accordance
     with Section 2.09, for the respective Loans (but without any requirement to
     pay any amounts in respect thereof pursuant to Section 3.02).

Section 2.08 Evidence of Obligations.

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

(b)  Loan Accounts of Administrative Agent; Lender Register.  The Administrative
     Agent shall  maintain  accounts in which it shall  record (i) the amount of
     each Loan and Borrowing made hereunder,  the Type thereof,  the currency in
     which such Loan is denominated, the Interest Period and applicable interest
     rate  and,  in the case of a Swing  Loan,  the  Swing  Loan  Maturity  Date
     applicable thereto,  (ii) the amount and other details with respect to each
     Letter of Credit  issued  hereunder,  (iii) the amount of any principal due
     and payable or to become due and payable  from the  Borrower to each Lender
     hereunder,  (iv) the amount of any sum received by the Administrative Agent
     hereunder for the account of the Lenders and each Lender's  share  thereof,
     and (v) the other  details  relating  to the  Loans,  Letters of Credit and
     other Obligations.  In addition,  the Administrative Agent shall maintain a
     register  (the "Lender  Register")  on or in which it will record the names
     and addresses of the Lenders, and the Commitments from time to time of each
     of the  Lenders.  The  Administrative  Agent will make the Lender  Register
     available to any Lender or the Borrower upon its request.

(c)  Effect of Loan Accounts,  etc. The entries made in the accounts  maintained
     pursuant to Section  2.08(b) shall be prima facie evidence of the existence
     and amounts of the Obligations recorded therein; provided, that the failure
     of the  Administrative  Agent to maintain such accounts or any error (other
     than manifest  error) therein shall not in any manner affect the obligation
     of any Credit  Party to repay or prepay the Loans or the other  Obligations
     in accordance with the terms of this Agreement.

(d)  Notes.  Upon request of any Lender or the Swing Line  Lender,  the Borrower
     will  execute and deliver to such Lender or the Swing Line  Lender,  as the
     case may be,  (i) a  Revolving  Facility  Note  with  blanks  appropriately
     completed in conformity  herewith to evidence the Borrower's  obligation to
     pay the principal  of, and interest on, the  Revolving  Loans made to it by
     such Lender, and (ii) a Swing Line Note with blanks appropriately completed
     in  conformity  herewith to evidence the  Borrower's  obligation to pay the
     principal of, and interest on, the Swing Loans made to it by the Swing Line
     Lender;  provided,  however,  that the  decision of any Lender or the Swing
     Line  Lender  to not  request  a Note  shall  in no way  detract  from  the
     Borrower's  obligation  to repay the Loans and other  amounts  owing by the
     Borrower to such Lender or the Swing Line Lender.

Section 2.09 Interest; Default Rate.

(a)  Interest on  Revolving  Loans.  The  outstanding  principal  amount of each
     Revolving  Loan made by each Lender  shall bear  interest at a  fluctuating
     rate per annum that shall at all times be equal to (i) during such  periods
     as such  Revolving  Loan is a Base  Rate  Loan,  the  Base  Rate  plus  the
     Applicable  Margin in effect from time to time, (ii) during such periods as
     such Revolving Loan is a Eurodollar Loan, the relevant Adjusted  Eurodollar
     Rate for such Eurodollar  Loan for the applicable  Interest Period plus the
     Applicable  Margin in  effect  from time to time,  and  (iii)  during  such
     periods  as a  Revolving  Loan is a Foreign  Currency  Loan,  the  relevant
     Adjusted  Foreign  Currency  Rate for such  Foreign  Currency  Loan for the
     applicable  Interest Period plus the Applicable  Margin in effect from time
     to time.

(b)  [Intentionally Omitted.]

(c)  Interest on Swing Loans.  The  outstanding  principal  amount of each Swing
     Loan shall bear interest from the date of the Borrowing at a rate per annum
     that shall be equal to the Quoted Rate applicable thereto.

(d)  Default  Interest.  Notwithstanding  the above  provisions,  if an Event of
     Default is in existence,  upon written notice by the  Administrative  Agent
     (which notice the  Administrative  Agent shall give at the direction of the
     Required  Lenders),  (i) all  outstanding  amounts of principal and, to the
     extent  permitted  by law,  all overdue  interest,  in respect of each Loan
     shall bear  interest,  payable on demand,  at a rate per annum equal to the
     Default  Rate,  and (ii) the LC Fees shall be increased by an additional 2%
     per  annum  in  excess  of the LC Fees  otherwise  applicable  thereto.  In
     addition,  if any amount  (other  than  amounts  as to which the  foregoing
     subparts (i) and (ii) are  applicable)  payable by the  Borrower  under the
     Loan   Documents  is  not  paid  when  due,  upon  written  notice  by  the
     Administrative  Agent (which notice the Administrative  Agent shall give at
     the direction of the Required  Lenders),  such amount shall bear  interest,
     payable on demand, at a rate per annum equal to the Default Rate.

(e)  Accrual and Payment of Interest.  Interest  shall accrue from and including
     the date of any Borrowing to but  excluding  the date of any  prepayment or
     repayment  thereof and shall be payable by the Borrower:  (i) in respect of
     each Base Rate Loan,  quarterly in arrears on the last Business Day of each
     March,  June,  September and  December,  (ii) in respect of each Fixed Rate
     Loan, on the last day of each Interest  Period  applicable  thereto and, in
     the case of an Interest Period in excess of three months, on the dates that
     are  successively  three months  after the  commencement  of such  Interest
     Period,  (iii) in respect of any Swing  Loan,  quarterly  in arrears on the
     last Business Day of each March, June, September and December,  and (iv) in
     respect of all Loans,  other than Revolving  Loans  accruing  interest at a
     Base  Rate,  on any  repayment,  prepayment  or  Conversion  (on the amount
     repaid,  prepaid or Converted),  at maturity  (whether by  acceleration  or
     otherwise),  and,  after  such  maturity  or,  in the case of any  interest
     payable pursuant to Section 2.09(c), on demand.

(f)  Computations of Interest.  All computations of interest on Fixed Rate Loans
     and  Swing  Loans  hereunder  shall be made on the  actual  number  of days
     elapsed over a year of 360 days. All  computations of interest on Base Rate
     Loans and Unpaid  Drawings  hereunder shall be made on the actual number of
     days elapsed over a year of 365 or 366 days, as applicable.

(g)  Information  as  to  Interest  Rates.  The   Administrative   Agent,   upon
     determining the interest rate for any Borrowing,  shall promptly notify the
     Borrower  and the Lenders  thereof.  Any changes in the  Applicable  Margin
     shall be determined  by the  Administrative  Agent in  accordance  with the
     provisions  set forth in the  definition  of  "Applicable  Margin"  and the
     Administrative Agent will promptly provide notice of such determinations to
     the Borrower and the Lenders.  Any such determination by the Administrative
     Agent shall be conclusive and binding absent manifest error.

Section 2.10 Conversion and Continuation of Loans.

(a)  Conversion and Continuation of Revolving Loans. The Borrower shall have the
     right,  subject  to the  terms and  conditions  of this  Agreement,  to (i)
     Convert all or a portion of the  outstanding  principal  amount of Loans of
     one Type made to it into a Borrowing or Borrowings of another Type of Loans
     that can be made to it  pursuant  to this  Agreement  and (ii)  Continue  a
     Borrowing of Eurodollar  Loans or Foreign  Currency  Loans, as the case may
     be, at the end of the  applicable  Interest  Period as a new  Borrowing  of
     Eurodollar Loans or Foreign Currency Loans (in the same Designated  Foreign
     Currency as the original Foreign Currency Loan) with a new Interest Period;
     provided,  however, that (A) no Foreign Currency Loan may be Converted into
     a Base  Rate  Loan,  Eurodollar  Loan or a  Foreign  Currency  Loan that is
     denominated in a different Designated Foreign Currency,  (B) any Conversion
     of Eurodollar Loans into Base Rate Loans shall be made on, and only on, the
     last day of an  Interest  Period  for  such  Eurodollar  Loans,  (C) at the
     election of the Required Lenders,  no Eurodollar Loan may be Continued as a
     Eurodollar  Loan  if an  Event  of  Default  shall  have  occurred  and  be
     continuing  at such time (and shall be deemed to have been  Converted  to a
     Base Rate Loan at the end of the applicable Interest Period, and (D) at the
     election  of the  Required  Lenders,  no  Foreign  Currency  Loan  shall be
     Continued  as a Foreign  Currency  Loan if an Event of  Default  shall have
     occurred and be  continuing  at such time (and shall be deemed to have been
     converted into a Base Rate Loan denominated in Dollars).

(b)  Notice of Continuation and Conversion. Each Continuation or Conversion of a
     Loan shall be made upon notice in the form  provided for below  provided by
     the  Borrower to the  Administrative  Agent at its Notice  Office not later
     than (i) in the case of each  Continuation  of or  Conversion  into a Fixed
     Rate Loan,  prior to 11:00 A.M.  (local time at its Notice Office) at least
     three Business Days' prior to the date of such  Continuation or Conversion,
     and (ii) in the case of each Conversion to a Base Rate Loan, prior to 11:00
     A.M.  (local  time  at its  Notice  Office)  on the  proposed  date of such
     Conversion. Each such request shall be made by an Authorized Officer of the
     Borrower  delivering  written notice of such request  substantially  in the
     form of Exhibit B-2 hereto (each such notice,  a "Notice of Continuation or
     Conversion")  or by telephone  (to be confirmed  immediately  in writing by
     delivery  by  an  Authorized  Officer  of  the  Borrower  of  a  Notice  of
     Continuation  or  Conversion),  and in any event each such request shall be
     irrevocable  and  shall  specify  (A) the  Borrowings  to be  Continued  or
     Converted, (B) the date of the Continuation or Conversion (which shall be a
     Business  Day),  and  (C)  the  Interest  Period  or,  in  the  case  of  a
     Continuation,  the new  Interest  Period.  Without in any way  limiting the
     obligation  of the  Borrower  to confirm in writing any  telephonic  notice
     permitted to be given hereunder,  the Administrative Agent may act prior to
     receipt of written  confirmation  without  liability upon the basis of such
     telephonic notice believed by the Administrative  Agent in good faith to be
     from an  Authorized  Officer of the  Borrower  entitled to give  telephonic
     notices under this Agreement on behalf of the Borrower.  In each such case,
     the  Administrative  Agent's record of the terms of such telephonic  notice
     shall be conclusive absent manifest error.

Section 2.11 Fees.

(a)  Facility Fees. The Borrower agrees to pay to the Administrative  Agent, for
     the ratable benefit of each Lender based upon each such Lender's  Revolving
     Facility Percentage,  as consideration for the Revolving Commitments of the
     Lenders,  facility  fees (the  "Facility  Fees")  for the  period  from the
     Closing Date to, but not  including,  the  Revolving  Facility  Termination
     Date, computed for each day at a rate per annum equal to (i) the Applicable
     Facility  Fee Rate in  effect on such day  times  (ii) the Total  Revolving
     Commitment  in effect on such day.  Accrued  Facility Fees shall be due and
     payable in arrears on the last Business Day of each March, June,  September
     and December and on the Revolving Facility Termination Date.

(b)  LC Fees. The Borrower agrees to pay to the  Administrative  Agent,  for the
     ratable benefit of each Lender with a Revolving  Commitment based upon each
     such  Lender's  Revolving  Facility  Percentage,  a fee in  respect of each
     Letter of Credit issued  hereunder  that is a Standby  Letter of Credit for
     the period from the date of  issuance  of such  Letter of Credit  until the
     expiration  date thereof  (including any extensions of such expiration date
     that may be made at the election of the account party or the  beneficiary),
     computed  for  each  day at a rate per  annum  equal to (A) the  Applicable
     Margin for Revolving Loans that are Eurodollar  Loans in effect on such day
     times  (B) the  Stated  Amount of such  Letter  of Credit on such day.  The
     foregoing  fees shall be payable  quarterly in arrears on the last Business
     Day of each  March,  June,  September  and  December  and on the  Revolving
     Facility Termination Date.

(c)  Fronting Fees. The Borrower  agrees to pay directly to each LC Issuer,  for
     its own  account,  a fee in respect of each Letter of Credit  issued by it,
     computed at the rate of 1/8th of 1% per annum on the Stated Amount  thereof
     for the  period  from  the  date  of  issuance  (or  increase,  renewal  or
     extension) to the expiration date thereof (including any extensions of such
     expiration  date  which  may be made  at the  election  of the  beneficiary
     thereof).  The foregoing  fees shall be payable  annually in advance on the
     date of issuance and each anniversary thereof and on the Revolving Facility
     Termination Date.

(d)  Additional  Charges of LC Issuer.  The  Borrower  agrees to pay directly to
     each LC  Issuer  upon  each  LC  Issuance,  drawing  under,  or  amendment,
     extension,  renewal or  transfer  of, a Letter of Credit  issued by it such
     amount as shall at the time of such LC Issuance,  drawing under, amendment,
     extension, renewal or transfer be the processing charge that such LC Issuer
     is  customarily  charging for issuances of,  drawings  under or amendments,
     extensions,  renewals or transfers of,  letters of credit issued by it. (e)
     Administrative  Agent Fees.  The Borrower  shall pay to the  Administrative
     Agent,  on the Closing Date and thereafter,  for its own account,  the fees
     set forth in the Fee Letter.

(f)  Computations  and  Determination  of  Fees.  Any  changes  in the  Facility
     Commitment  Fee Rate shall be  determined  by the  Administrative  Agent in
     accordance  with the  provisions set forth in the definition of "Applicable
     Facility  Fee Rate" and the  Administrative  Agent  will  promptly  provide
     notice of such  determination  to the Borrower  and the  Lenders.  Any such
     determination by the  Administrative  Agent shall be conclusive and binding
     absent manifest error. All computations of Facility Fees, LC Fees and other
     Fees  hereunder  shall be made on the actual  number of days elapsed over a
     year of 360 days.

Section 2.12 Termination and Reduction of Revolving Commitments.

(a)  Mandatory  Termination  of  Revolving  Commitments.  All of  the  Revolving
     Commitments shall terminate on the Revolving Facility Termination Date.

(b)  Mandatory  Reduction  of  Revolving  Commitments.  On  the  date  that  any
     prepayment is to be made pursuant to Section  2.13(c) (v),  (vi),  (vii) or
     (viii),  then  on  such  date  the  Total  Revolving  Commitment  shall  be
     permanently  reduced on such date in an amount  equal to the amount of such
     required  prepayment and any such reduction shall apply to  proportionately
     (based on each Lender's  Revolving  Facility  Percentage)  and  permanently
     reduce  the   Revolving   Commitment  of  each  Lender;   provided,   that,
     notwithstanding  the foregoing,  this Section 2.12(b) shall not require the
     Total Revolving  Commitment to be reduced to less than $250,000,000  solely
     by operation of this provision.

(c)  Voluntary  Termination  of the Total  Revolving  Commitment.  Upon at least
     three Business Days' prior irrevocable written notice (or telephonic notice
     confirmed  in writing)  to the  Administrative  Agent at its Notice  Office
     (which notice the  Administrative  Agent shall promptly transmit to each of
     the Lenders),  the Borrower  shall have the right to terminate in whole the
     Total Revolving  Commitment,  provided that (i) all  outstanding  Revolving
     Loans and Unpaid Drawings are contemporaneously  prepaid in accordance with
     Section 2.13 and (ii) either there are no outstanding  Letters of Credit or
     the  Borrower  shall  contemporaneously  cause all  outstanding  Letters of
     Credit to be surrendered for cancellation (any such Letters of Credit to be
     replaced  by  letters  of  credit  issued by other  financial  institutions
     acceptable to each LC Issuer and the Revolving Lenders),  provided further,
     that a notice of  termination of the Total  Revolving  Commitment may state
     that such  notice  is  conditioned  on the  effectiveness  of other  credit
     facilities,  in which case such notice may be revoked by the  Borrower  (by
     notice to the Administrative  Agent on or prior to the specified  effective
     date) if such condition is not satisfied.

(d)  Partial  Reduction  of Total  Revolving  Commitment.  Upon at  least  three
     Business  Days' prior  irrevocable  written  notice (or  telephonic  notice
     confirmed  in writing)  to the  Administrative  Agent at its Notice  Office
     (which notice the  Administrative  Agent shall promptly transmit to each of
     the  Lenders),   the  Borrower  shall  have  the  right  to  partially  and
     permanently  reduce  the  Unused  Total  Revolving  Commitment;   provided,
     however, that (i) any such reduction shall apply to proportionately  (based
     on each Lender's Revolving Facility  Percentage) and permanently reduce the
     Revolving  Commitment of each Lender,  (ii) such  reduction  shall apply to
     proportionately  and  permanently  reduce the LC Commitment  Amount and the
     Maximum Foreign Currency  Exposure Amount,  but only to the extent that the
     Unused Total Revolving  Commitment  would be reduced below any such limits,
     (iii)  no such  reduction  shall  be  permitted  if the  Borrower  would be
     required  to make a  mandatory  prepayment  of Loans or cash  collateralize
     Letters of Credit pursuant to Section 2.13, and (iv) any partial  reduction
     shall be in the amount of at least $5,000,000 (or, if greater,  in integral
     multiples of $1,000,000).

Section 2.13 Voluntary and Mandatory Prepayments of Loans.

(a)  Voluntary  Prepayments.  The Borrower shall have the right to prepay any of
     the Loans  owing by it, in whole or in part,  without  premium or  penalty,
     except as specified in subparts (d) and (e) below,  from time to time.  The
     Borrower shall give the  Administrative  Agent at the Notice Office written
     or telephonic notice (in the case of telephonic notice,  promptly confirmed
     in writing if so  requested by the  Administrative  Agent) of its intent to
     prepay the Loans,  the amount of such  prepayment and (in the case of Fixed
     Rate Loans) the specific  Borrowing(s)  pursuant to which the prepayment is
     to be made, which notice shall be received by the  Administrative  Agent by
     (y) 11:00 A.M.  (local time at the Notice Office) three Business Days prior
     to the date of such prepayment, in the case of any prepayment of Fixed Rate
     Loans, or (z) 11:00 A.M. (local time at the Notice Office) one Business Day
     prior to the date of such prepayment, in the case of any prepayment of Base
     Rate  Loans,  and  which  notice  shall  promptly  be  transmitted  by  the
     Administrative Agent to each of the affected Lenders, provided that:

     (i)  each partial  prepayment shall be in an aggregate  principal amount of
          at least  (A) in  the case of any  prepayment  of a Fixed  Rate  Loan,
          $5,000,000  (or, if less,  the full amount of such  Borrowing)  or the
          Dollar  Equivalent  thereof,  or an integral multiple of $1,000,000 or
          the Dollar  Equivalent  thereof in excess thereof,  (B) in the case of
          any prepayment of a Base Rate Loan,  $1,000,000 (or, if less, the full
          amount of such  Borrowing)  or the Dollar  Equivalent  thereof,  or an
          integral  multiple  of $100,000  or the Dollar  Equivalent  thereof in
          excess thereof, and (C) in the case of any prepayment of a Swing Loan,
          in the full amount thereof; and

     (ii) no partial  prepayment of any Loans made pursuant to a Borrowing shall
          reduce  the  aggregate  principal  amount  of such  Loans  outstanding
          pursuant  to  such  Borrowing  to an  amount  less  than  the  Minimum
          Borrowing Amount applicable thereto.

(b)  [Intentionally Omitted.]

(c)  Mandatory  Payments.  The Loans shall be subject to mandatory  repayment or
     prepayment  (in  the  case  of any  partial  prepayment  conforming  to the
     requirements as to the amounts of partial  prepayments set forth in Section
     2.13(a)  above),   and  the  LC  Outstandings  shall  be  subject  to  cash
     collateralization   requirements,   in   accordance   with  the   following
     provisions:

     (i)  Revolving  Facility  Termination  Date. The entire principal amount of
          all  outstanding  Revolving  Loans  shall  be  repaid  in  full on the
          Revolving Facility Termination Date.

     (ii) Loans Exceed the  Commitments.  If on any date (after giving effect to
          any other  payments on such date) (A) the  Aggregate  Credit  Facility
          Exposure exceeds the Total Credit Facility  Amount,  (B) the Revolving
          Facility  Exposure  of any  Lender  exceeds  such  Lender's  Revolving
          Commitment,  (C) the Aggregate  Revolving  Facility  Exposure plus the
          principal   amount  of  Swing  Loans   exceeds  the  Total   Revolving
          Commitment,  (D) the  Foreign  Currency  Exposure  exceeds the Maximum
          Foreign  Currency  Exposure  Amount,  or (E) the  aggregate  principal
          amount of Swing Loans  outstanding  exceeds the Swing Line Commitment,
          then, in the case of each of the  foregoing,  the Borrower  shall,  on
          such day, prepay on such date the principal amount of Loans and, after
          Loans have been paid in full, Unpaid Drawings,  in an aggregate amount
          at least equal to such excess.

     (iii) LC  Outstandings   Exceed  LC  Commitment  If  on  any  date  the  LC
          Outstandings  exceed the LC Commitment Amount,  then the applicable LC
          Obligor or the Borrower shall, on such day, pay to the  Administrative
          Agent an amount in cash equal to such  excess  and the  Administrative
          Agent  shall  hold such  payment  as  security  for the  reimbursement
          obligations  of the  applicable  LC Obligors  hereunder  in respect of
          Letters  of  Credit  pursuant  to a cash  collateral  agreement  to be
          entered  into in form and  substance  reasonably  satisfactory  to the
          Administrative  Agent,  each LC Issuer and the  Borrower  (which shall
          permit certain  investments in Cash  Equivalents  satisfactory  to the
          Administrative  Agent,  each LC  Issuer  and the  Borrower  until  the
          proceeds  are  applied  to  any  Unpaid   Drawings  or  to  any  other
          Obligations in accordance with any such cash collateral agreement).

     (iv) [Intentionally Omitted.]

     (v)  Certain  Proceeds  of Asset  Sales.  If during any fiscal  year of the
          Borrower,  the Borrower and its Subsidiaries have received  cumulative
          Net Cash Proceeds during such fiscal year from one or more Asset Sales
          of at least  $10,000,000,  not  later  than  the  third  Business  Day
          following  the date of receipt of any Cash  Proceeds in excess of such
          amount, an amount equal to 100% of the Net Cash Proceeds then received
          in excess of such  amount  from any Asset  Sale  shall be applied as a
          mandatory  prepayment of the Loans in accordance  with Section 2.13(d)
          below.

     (vi) Certain  Proceeds of Equity  Sales.  Not later than the  Business  Day
          following  the date of the  receipt by any Credit  Party or any of its
          Subsidiaries of the cash proceeds (net of  underwriting  discounts and
          commissions,  placement  agent fees and other customary fees and costs
          associated therewith) from any sale or issuance by the Borrower or any
          of its  Subsidiaries of its own equity  securities as the case may be,
          after  the  Closing  Date  (other  than  (A) any sale or  issuance  to
          management,  employees  (or key  employees)  or directors  pursuant to
          stock option or similar plans for the benefit of management, employees
          (or key employees) or directors  generally or (B) the issuance or sale
          of any equity  Interests  by any  Subsidiary  of the  Borrower  to the
          Borrower or any other  Subsidiary of the Borrower),  the Borrower will
          make a  prepayment  of the Loans in an amount equal to 50% of such net
          proceeds in accordance with Section 2.13(d) below.

     (vii) Certain  Proceeds of  Indebtedness.  Not later than the  Business Day
          following  the date of the  receipt  by any  Credit  Party of the cash
          proceeds (net of  underwriting  discounts and  commissions,  placement
          agent fees and other  customary fees and costs  associated  therewith)
          from  any  sale  or  issuance  of any  Indebtedness  (other  than  any
          Indebtedness  incurred  pursuant to Sections  7.04(a) through 7.04(h))
          after the Closing  Date,  the Borrower  will make a prepayment  of the
          Loans in an amount  equal to 100% of such net  proceeds in  accordance
          with Section 2.13(d) below.

     (viii) Certain  Proceeds of an Event of Loss.  If during any fiscal year of
          the Borrower,  any Credit Party has received  cumulative Cash Proceeds
          during  such  fiscal  year from one or more Events of Loss of at least
          $5,000,000,  not later than the third  Business Day following the date
          of receipt of any Cash Proceeds in excess of such amount, the Borrower
          will make a  prepayment  of the Loans with an amount  equal to 100% of
          the Net Cash  Proceeds then received in excess of such amount from any
          Event   of  Loss   in   accordance   with   Section   2.13(d)   below.
          Notwithstanding  the foregoing,  in the event any property  suffers an
          Event of Loss and (A) the Cash Proceeds received in any fiscal year as
          a result  of such  Event of Loss are  less  than  $40,000,000,  (B) no
          Default or Event of Default has  occurred and is  continuing,  and (C)
          the  Borrower  notifies  the  Administrative  Agent and the Lenders in
          writing that it intends to rebuild or restore the  affected  property,
          that such  rebuilding or  restoration  can be  accomplished  within 12
          months out of such Cash  Proceeds  and other  funds  available  to the
          Borrower,  then no such  prepayment  of the Loans shall be required if
          the  Borrower  immediately  deposits  such  Cash  Proceeds  in a  cash
          collateral deposit account over which the  Administrative  Agent shall
          have sole dominion and control, and which shall constitute part of the
          Collateral under the Security Documents and may be applied as provided
          in Section 8.03 if an Event of Default  occurs and is  continuing.  So
          long as no Default or Event of Default has occurred and is continuing,
          the  Administrative  Agent is authorized to disburse amounts from such
          cash collateral deposit account to or at the direction of the Borrower
          for  application  to the costs of  rebuilding  or  restoration  of the
          affected  property.  Any  amounts  not  so  applied  to the  costs  of
          rebuilding  or  restoration  or as provided  in Section  8.03 shall be
          applied to the prepayment of the Loans as provided above.

(d)  Applications of Certain Prepayment Proceeds. Each prepayment required to be
     made pursuant to Sections 2.13(c)(v),  (vi), (vii) or (viii) above shall be
     applied as a mandatory  prepayment of principal of first,  the  outstanding
     Swing Loans,  and second,  the outstanding  Revolving  Loans, and the Total
     Revolving  Commitment shall be permanently  reduced on the date of any such
     prepayment by an amount equal to such prepayment to the extent required by,
     and in accordance with, Section 2.12(b).

(e)  Particular  Loans  to  be  Prepaid.  With  respect  to  each  repayment  or
     prepayment  of Loans made or required by this Section,  the Borrower  shall
     designate  the  Types of Loans  that are to be repaid  or  prepaid  and the
     specific  Borrowing(s) pursuant to which such repayment or prepayment is to
     be made; provided,  however, that (i) the Borrower shall first so designate
     all Loans  that are Base Rate  Loans and Fixed  Rate  Loans  with  Interest
     Periods ending on the date of repayment or prepayment  prior to designating
     any other Fixed Rate Loans for  repayment  or  prepayment,  and (ii) if the
     outstanding  principal  amount  of Fixed  Rate  Loans  made  pursuant  to a
     Borrowing is reduced below the  applicable  Minimum  Borrowing  Amount as a
     result of any such repayment or prepayment,  then all the Loans outstanding
     pursuant to such  Borrowing  shall,  in the case of  Eurodollar  Loans,  be
     Converted into Base Rate Loans and, in the case of Foreign  Currency Loans,
     be repaid in full.  In the  absence of a  designation  by the  Borrower  as
     described  in the  preceding  sentence,  the  Administrative  Agent  shall,
     subject to the above,  make such  designation in its sole discretion with a
     view,  but no  obligation,  to minimize  breakage costs owing under Article
     III.

(f)  [Intentionally Omitted.]

(g)  Breakage  and Other  Compensation.  Any  prepayment  made  pursuant to this
     Section 2.13 shall be accompanied by any amounts payable in respect thereof
     under Article III hereof.

Section 2.14 Method and Place of Payment.

(a)  Generally.  All payments  made by the  Borrower  hereunder  (including  any
     payments  made with respect to the Borrower  Guaranteed  Obligations  under
     Article X) under any Note or any other Loan Document, shall be made without
     setoff, counterclaim or other defense.

(b)  Application of Payments. Except as specifically set forth elsewhere in this
     Agreement and subject to Section 8.03, (i) all payments and  prepayments of
     Revolving Loans and Unpaid Drawings with respect to Letters of Credit shall
     be applied by the Administrative  Agent on a pro rata basis based upon each
     Lender's  Revolving  Facility  Percentage of the amount of such prepayment,
     and (ii) all payments or prepayments of Swing Loans shall be applied by the
     Administrative Agent to pay or prepay such Swing Loans.

(c)  Payment of Obligations.  Except as specifically set forth elsewhere in this
     Agreement,  all payments  under this  Agreement  with respect to any of the
     Obligations shall be made to the Administrative  Agent on the date when due
     and shall be made at the Payment Office in immediately available funds and,
     except as set forth in the next  sentence,  shall be made in Dollars.  With
     respect to any Foreign Currency Loan, all payments (including  prepayments)
     to any Lender of the principal of or interest on such Foreign Currency Loan
     shall be made in the same Designated  Foreign Currency as the original Loan
     and with  respect to any Letter of Credit  issued in a  Designated  Foreign
     Currency,  all Unpaid  Drawings  with respect to each such Letter of Credit
     shall be made in the same  Designated  Foreign  Currency in which each such
     Letter of Credit was issued.

(d)  Timing of Payments.  Any payments  under this Agreement that are made later
     than 11:00 A.M.  (local time at the Payment Office) shall be deemed to have
     been made on the next succeeding  Business Day.  Whenever any payment to be
     made  hereunder  shall be stated to be due on a day that is not a  Business
     Day, the due date thereof shall be extended to the next succeeding Business
     Day and, with respect to payments of principal,  interest  shall be payable
     during such extension at the applicable rate in effect immediately prior to
     such extension.

(e)  Distribution  to  Lenders.  Upon  the  Administrative  Agent's  receipt  of
     payments hereunder,  the Administrative Agent shall immediately  distribute
     to each Lender or the applicable LC Issuer, as the case may be, its ratable
     share, if any, of the amount of principal,  interest,  and Fees received by
     it for the account of such Lender.  Payments received by the Administrative
     Agent in Dollars  shall be  delivered to the Lenders or the  applicable  LC
     Issuer,  as the case may be, in Dollars  in  immediately  available  funds.
     Payments  received by the  Administrative  Agent in any Designated  Foreign
     Currency shall be delivered to the Lenders or the applicable LC Issuer,  as
     the case may be, in such  Designated  Foreign  Currency in same-day  funds;
     provided,  however,  that if at any time insufficient funds are received by
     and  available  to the  Administrative  Agent to pay fully all  amounts  of
     principal,  Unpaid  Drawings,  interest and Fees then due  hereunder  then,
     except as specifically set forth elsewhere in this Agreement and subject to
     Section  8.03,  such funds  shall be  applied,  first,  towards  payment of
     interest and Fees then due  hereunder,  ratably among the parties  entitled
     thereto in  accordance  with the amounts of  interest  and Fees then due to
     such parties, and second,  towards payment of principal and Unpaid Drawings
     then  due  hereunder,   ratably  among  the  parties  entitled  thereto  in
     accordance  with the amounts of principal  and Unpaid  Drawings then due to
     such parties.

ARTICLE III.

                      INCREASED COSTS, ILLEGALITY AND TAXES

Section 3.01 Increased Costs, Illegality, etc.

(a)  In the event that (y) in the case of clause (i) below,  the  Administrative
     Agent or (z) in the case of clauses (ii) and (iii) below, any Lender, shall
     have determined on a reasonable basis (which  determination  shall,  absent
     manifest  error,  be final and  conclusive  and  binding  upon all  parties
     hereto):

     (i)  on any date for  determining the interest rate applicable to any Fixed
          Rate Loan for any  Interest  Period  that,  by  reason of any  changes
          arising after the Closing  Date,  adequate and fair means do not exist
          for  ascertaining  the applicable  interest rate on the basis provided
          for in this Agreement for such Fixed Rate Loan; or

     (ii) at  any  time,  that  such  Lender  shall  incur  increased  costs  or
          reductions in the amounts received or receivable by it hereunder in an
          amount that such Lender deems  material with respect to any Fixed Rate
          Loans  (other  than any  increased  cost or  reduction  in the  amount
          received or receivable resulting from the imposition of or a change in
          the rate of taxes or similar  charges) because of (x) any change since
          the Closing Date in any applicable law, governmental rule, regulation,
          guideline,  order or request (whether or not having the force of law),
          or in the  interpretation or administration  thereof and including the
          introduction  of  any  new  law  or  governmental  rule,   regulation,
          guideline, order or request (such as, for example, but not limited to,
          a  change  in  official  reserve  requirements,  but,  in all  events,
          excluding  reserves already includable in the interest rate applicable
          to such Fixed  Rate Loan  pursuant  to this  Agreement)  or  (y) other
          circumstances  adversely  affecting the London interbank market or the
          position of such Lender in any such market; or

     (iii) at any time,  that the making or  continuance  of any Fixed Rate Loan
          has become  unlawful by  compliance  by such Lender in good faith with
          any  change  since the  Closing  Date in any law,  governmental  rule,
          regulation,  guideline or order, or the  interpretation or application
          thereof,  or would  conflict  with any thereof not having the force of
          law but with which such  Lender  customarily  complies,  or has become
          impracticable as a result of a contingency occurring after the Closing
          Date that materially adversely affects the London interbank market;

then, and in each such event,  such Lender (or the  Administrative  Agent in the
case of clause (i) above) shall (1) on or promptly  following  such date or time
and (2) within ten (10)  Business Days of the date on which such event no longer
exists give notice (by  telephone  confirmed  in writing) to the Borrower and to
the Administrative  Agent of such determination (which notice the Administrative
Agent shall promptly  transmit to each of the other Lenders).  Thereafter (x) in
the case of clause (i) above,  the  affected  Type of Fixed Rate Loans  shall no
longer be available  until such time as the  Administrative  Agent  notifies the
Borrower  and the Lenders that the  circumstances  giving rise to such notice by
the Administrative  Agent no longer exist, and any Notice of Borrowing or Notice
of Continuation or Conversion given by the Borrower with respect to such Type of
Fixed Rate Loans that have not yet been incurred,  Converted or Continued  shall
be deemed  rescinded  by the  Borrower  or, in the case of a Notice of Borrowing
other than a Borrowing of Foreign  Currency  Loans,  shall, at the option of the
Borrower,  be deemed converted into a Notice of Borrowing for Base Rate Loans to
be made on the date of Borrowing  contained in such Notice of Borrowing,  (y) in
the case of clause (ii)  above,  the  Borrower  shall pay to such  Lender,  upon
written demand  therefor,  such additional  amounts (in the form of an increased
rate of, or a different  method of  calculating,  interest or  otherwise as such
Lender shall  determine) as shall be required to compensate such Lender for such
increased costs or reductions in amounts receivable  hereunder (a written notice
as to the  additional  amounts  owed to such  Lender,  showing the basis for the
calculation thereof,  which basis must be reasonable,  submitted to the Borrower
by such Lender shall, absent manifest error, be final and conclusive and binding
upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the  actions  specified  in Section  3.01(b)  as  promptly  as
possible and, in any event, within the time period required by law.

     (b)  At any time that any Fixed Rate Loan is affected by the  circumstances
          described in Section  3.01(a)(ii)  or (iii),  the Borrower may (and in
          the  case  of  a  Fixed  Rate  Loan   affected   pursuant  to  Section
          3.01(a)(iii) the Borrower shall) either (i) if the affected Fixed Rate
          Loan is then  being  made  pursuant  to a  Borrowing,  by  giving  the
          Administrative Agent telephonic notice (confirmed promptly in writing)
          thereof on the same date that the  Borrower  was  notified by a Lender
          pursuant to Section 3.01(a)(ii) or (iii),  cancel said Borrowing,  or,
          in the  case  of any  Borrowing  other  than a  Borrowing  of  Foreign
          Currency  Loans,  convert the  related  Notice of  Borrowing  into one
          requesting  a  Borrowing  of Base Rate Loans or require  the  affected
          Lender to make its requested  Loan as a Base Rate Loan, or (ii) if the
          affected  Fixed  Rate  Loan is then  outstanding,  upon at  least  one
          Business  Day's  notice  to  the  Administrative  Agent,  require  the
          affected  Lender to Convert each such Fixed Rate Loan into a Base Rate
          Loan or, in the case of a Foreign  Currency Loan,  prepay in full such
          Foreign Currency Loan; provided, however, that if more than one Lender
          is affected at any time, then all affected Lenders must be treated the
          same pursuant to this Section 3.01(b).

     (c)  If any Lender shall have  determined  that after the Closing Date, the
          adoption of any applicable law, rule or regulation  regarding  capital
          adequacy,  or any change therein,  or any change in the interpretation
          or administration thereof by any Governmental Authority,  central bank
          or  comparable  agency  charged  by law  with  the  interpretation  or
          administration  thereof,  or  compliance  by such Lender or its parent
          corporation with any request or directive  regarding  capital adequacy
          (whether  or not  having  the  force  of law) of any  such  authority,
          central bank, or comparable  agency,  in each case made  subsequent to
          the  Closing  Date,  has or would  have the effect of  reducing  by an
          amount  reasonably deemed by such Lender to be material to the rate of
          return on such Lender's or its parent corporation's  capital or assets
          as a consequence of such Lender's commitments or obligations hereunder
          to a level  below  that which  such  Lender or its parent  corporation
          could have achieved but for such  adoption,  effectiveness,  change or
          compliance  (taking  into  consideration  such  Lender's or its parent
          corporation's  policies with respect to capital  adequacy),  then from
          time to time,  within 15 days after demand by such Lender (with a copy
          to the  Administrative  Agent),  the Borrower shall pay to such Lender
          such  additional  amount or amounts as will  compensate such Lender or
          its  parent  corporation  for  such  reduction.   Each  Lender,   upon
          determining in good faith that any additional  amounts will be payable
          pursuant to this  Section  3.01(c),  will give prompt  written  notice
          thereof to the Borrower,  which notice shall set forth,  in reasonable
          detail, the basis of the calculation of such additional amounts, which
          basis must be reasonable, although the failure to give any such notice
          shall not release or diminish any of the Borrower's obligations to pay
          additional   amounts   pursuant  to  this  Section  3.01(c)  upon  the
          subsequent receipt of such notice.

Section 3.02 Breakage  Compensation.  The Borrower shall  compensate each Lender
(including the Swing Line Lender), upon its written request (which request shall
set forth the detailed basis for  requesting and the method of calculating  such
compensation),  for all  reasonable  losses,  costs,  expenses  and  liabilities
(including, without limitation, any loss, cost, expense or liability incurred by
reason of the liquidation or reemployment of deposits or other funds required by
such  Lender to fund its Fixed  Rate Loans or Swing  Loans and costs  associated
with foreign currency hedging obligations  incurred by such Lender in connection
with any Fixed Rate Loan) which such Lender may sustain in  connection  with any
of the following:  (i) if for any reason (other than a default by such Lender or
the  Administrative  Agent) a Borrowing  of Fixed Rate Loans or Swing Loans does
not occur on a date  specified  therefor in a Notice of Borrowing or a Notice of
Continuation  or Conversion  (whether or not withdrawn by the Borrower or deemed
withdrawn  pursuant  to Section  3.01(a));  (ii) if any  repayment,  prepayment,
Conversion or  Continuation  of any Fixed Rate Loan occurs on a date that is not
the last day of an Interest Period applicable  thereto or any Swing Loan is paid
prior  to  the  Swing  Loan  Maturity  Date  applicable  thereto;  (iii)  if any
prepayment of any of its Fixed Rate Loans is not made on any date specified in a
notice of prepayment given by the Borrower; (iv) as a result of an assignment by
a Lender  of any  Fixed  Rate Loan  other  than on the last day of the  Interest
Period  applicable  thereto  pursuant to a request by the  Borrower  pursuant to
Section  3.05(b);  or (v) as a  consequence  of (y)  any  other  default  by the
Borrower  to repay or prepay any Fixed Rate Loans when  required by the terms of
this Agreement or (z) an election made pursuant to Section 3.05(b).  The written
request of any Lender  setting  forth any amount or amounts  that such Lender is
entitled to receive  pursuant to this Section shall be delivered to the Borrower
and shall be  conclusive  absent  manifest  error.  The Borrower  shall pay such
Lender the amount shown as due on any such request  within 10 days after receipt
thereof.

Section 3.03 Net Payments.

(a) Except as provided for in Section 3.03(b), all payments made by the Borrower
hereunder,  under any Note or any other Loan  Document,  including  all payments
made by the Borrower pursuant to its guaranty obligations under Article X,  will
be made free and clear of, and without deduction or withholding for, any present
or future taxes, levies, imposts,  duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding,  except as provided in this Section 3.03(a),  any tax imposed on
or  measured by the net income or net  profits of a Lender and  franchise  taxes
imposed on it pursuant to the laws of the  jurisdiction  under which such Lender
is organized or the  jurisdiction  in which the  principal  office or Applicable
Lending  Office of such Lender,  as  applicable,  is located or any  subdivision
thereof or therein)  and all  interest,  penalties or similar  liabilities  with
respect to such non-excluded taxes, levies imposts, duties, fees, assessments or
other charges (all such  non-excluded  taxes,  levies,  imposts,  duties,  fees,
assessments or other charges being referred to collectively as "Taxes").  If any
Taxes are so levied or imposed,  the  Borrower  agrees to pay the full amount of
such  Taxes  and  such  additional  amounts  (including  additional  amounts  to
compensate for withholding on amounts paid pursuant to this Section 3.03) as may
be necessary so that every payment by it of all amounts due hereunder, under any
Note or under any other Loan Document,  after withholding or deduction for or on
account of any Taxes will not be less than the amount  provided for herein or in
such Note or in such other Loan  Document.  The Borrower will indemnify and hold
harmless  the   Administrative   Agent  and  each  Lender,   and  reimburse  the
Administrative  Agent or such Lender upon its written request, for the amount of
any Taxes  imposed on and paid by such  Lender.  If any  amounts  are payable in
respect of Taxes  pursuant  to this  Section  3.03(a),  the  Borrower  agrees to
reimburse  each  Lender,  upon the  written  request of such  Lender,  for taxes
imposed on or measured by the net income,  profits or  franchise  of such Lender
pursuant to the laws of the jurisdiction in which such Lender is organized or in
which  the  principal  office or  Applicable  Lending  Office of such  Lender is
located,  as the case may be, or under the laws of any political  subdivision or
taxing authority therein,  and for any withholding of taxes as such Lender shall
determine  are  payable  by, or  withheld  from,  such Lender in respect of such
reimbursement  of taxes,  which request shall be accompanied by a statement from
such Lender  setting  forth,  in reasonable  detail,  the  computations  used in
determining such amounts.  The Borrower will furnish to the Administrative Agent
within 45 days after the date the payment of any Taxes,  or any  withholding  or
deduction on account thereof, is due pursuant to applicable law certified copies
of tax  receipts,  or other  evidence  satisfactory  to the  respective  Lender,
evidencing such payment by the Borrower.

(b) Each Lender that is not a United  States  Person (as such term is defined in
Section  7701(a)(30)  of the Code) for federal  income tax  purposes and that is
entitled to claim an exemption  from or reduction in United  States  withholding
tax with respect to a payment by Borrower  agrees to provide to the Borrower and
the  Administrative  Agent on or prior to the Closing  Date, or in the case of a
Lender that is an assignee or  transferee  of an interest  under this  Agreement
pursuant to Section  11.06  (unless the  respective  Lender was already a Lender
hereunder immediately prior to such assignment or transfer and such Lender is in
compliance with the provisions of this Section),  on the date of such assignment
or transfer to such Lender,  and from time to time thereafter if required by the
Borrower or the  Administrative  Agent two accurate and complete original signed
copies of Internal  Revenue Service Forms W-8BEN,  W-8ECI,  W-8EXP or W-8IMY (or
successor,  substitute  or  other  appropriate  forms  and,  in the case of Form
W-8IMY,  complete  with  accompanying  Forms W-8BEN with  respect to  beneficial
owners of the payment) certifying to such Lender's entitlement to exemption from
or a reduced rate of withholding of United States  withholding  tax with respect
to  payments  to be made  under  this  Agreement,  any  Note or any  other  Loan
Document,  along  with any other  appropriate  documentation  establishing  such
exemption  or  reduction  (such  as  statements  certifying   qualification  for
exemption with respect to portfolio interest).  In addition,  each Lender agrees
that from time to time after the Closing Date, when a lapse in time or change in
circumstances renders the previous  certification  obsolete or inaccurate in any
material respect,  it will deliver to the Borrower and the Administrative  Agent
two new accurate and complete original signed copies of the applicable  Internal
Revenue  Service  form   establishing  such  exemption  or  reduction  (such  as
statements  certifying  qualification  for  exemption  with respect to portfolio
interest) and any related  documentation  as may be required in order to confirm
or establish the  entitlement  of such Lender to a continued  exemption  from or
reduction  in United  States  withholding  tax if the Lender  continues to be so
entitled.  No Lender shall be required by this Section 3.03(b) to deliver a form
or certificate  that it is not legally  entitled to deliver.  The Borrower shall
not be obligated pursuant to Section 3.03(a) hereof to pay additional amounts on
account of or indemnify with respect to United States  withholding  taxes to the
extent that such taxes arise solely due to a Lender's  failure to deliver  forms
that it was  legally  entitled  to but  failed to  deliver  under  this  Section
3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender
in the manner set forth in Section  3.03(a) in respect of any Taxes  deducted or
withheld  by it as a  result  of any  changes  after  the  Closing  Date  in any
applicable law, treaty, governmental rule, regulation, guideline or order, or in
the interpretation  thereof,  relating to the deducting or withholding of income
or similar Taxes.

(c) If any  Lender,  in its sole  opinion,  determines  that it has  finally and
irrevocably  received  or been  granted a refund in  respect  of any Taxes as to
which  indemnification  has been paid by the  Borrower  pursuant to this Section
3.03, it shall  promptly remit such refund  (including any interest  received in
respect thereof),  net of all out-of-pocket  costs and expenses to the Borrower;
provided,  however,  that the Borrower agrees to promptly return any such refund
(plus  interest)  to such  Lender in the event such  Lender is required to repay
such refund to the relevant taxing authority.  Any such Lender shall provide the
Borrower  with a copy of any  notice  of  assessment  from the  relevant  taxing
authority (redacting any unrelated  confidential  information contained therein)
requiring  repayment of such refund.  Nothing  contained  herein shall impose an
obligation on any Lender to apply for any such refund.

Section  3.04  Increased  Costs to LC Issuers.  If after the Closing  Date,  the
adoption of any applicable law, rule or regulation,  or any change  therein,  or
any change in the  interpretation or administration  thereof by any Governmental
Authority,  central bank or comparable agency charged with the interpretation or
administration  thereof,  or  compliance by any LC Issuer or any Lender with any
request  or  directive  (whether  or not  having  the  force of law) by any such
authority,  central bank or comparable  agency (in each case made  subsequent to
the  Closing  Date)  shall  either (i)  impose,  modify or make  applicable  any
reserve,  deposit,  capital adequacy or similar  requirement  against Letters of
Credit issued by such LC Issuer or such Lender's  participation therein, or (ii)
impose on such LC Issuer or any  Lender  any  other  conditions  affecting  this
Agreement,  any Letter of Credit or such Lender's participation therein; and the
result of any of the foregoing is to increase the cost to such LC Issuer or such
Lender of issuing,  maintaining or participating in any Letter of Credit,  or to
reduce the amount of any sum  received or  receivable  by such LC Issuer or such
Lender  hereunder  (other than any  increased  cost or  reduction  in the amount
received or receivable  resulting from the imposition of or a change in the rate
of taxes or similar  charges),  then,  upon  demand to the  Borrower  by such LC
Issuer or such Lender (a copy of which notice shall be sent by such LC Issuer or
such Lender to the  Administrative  Agent),  the  Borrower  shall pay to such LC
Issuer or such Lender such  additional  amount or amounts as will compensate any
such LC  Issuer  or  such  Lender  for  such  increased  cost  or  reduction.  A
certificate  submitted  to the  Borrower by any LC Issuer or any Lender,  as the
case may be (a copy of which certificate shall be sent by such LC Issuer or such
Lender to the  Administrative  Agent),  setting forth, in reasonable detail, the
basis for the  determination of such additional  amount or amounts  necessary to
compensate  any LC Issuer or such Lender as aforesaid  shall be  conclusive  and
binding on the Borrower absent  manifest error,  although the failure to deliver
any such certificate shall not release or diminish the Borrower's obligations to
pay additional amounts pursuant to this Section 3.04.

Section 3.05 Change of Lending Office; Replacement of Lenders.

(a) Each Lender agrees that, upon the occurrence of any event giving rise to the
operation of Sections 3.01(a)(ii) or (iii),  3.01(c), 3.03 or 3.04 requiring the
payment of additional  amounts to the Lender,  such Lender will, if requested by
the Borrower,  use reasonable efforts (subject to overall policy  considerations
of such Lender) to designate another  Applicable Lending Office for any Loans or
Commitments affected by such event; provided,  however, that such designation is
made on such terms that such Lender and its Applicable  Lending Office suffer no
economic,  legal or  regulatory  disadvantage,  with the object of avoiding  the
consequence of the event giving rise to the operation of any such Section.

(b) If (i) any Lender requests any compensation,  reimbursement or other payment
under  Sections  3.01(a)(ii)  or (iii),  3.01(c)  or 3.04 with  respect  to such
Lender, (ii) the Borrower is required to pay any additional amount to any Lender
or Governmental  Authority  pursuant to Section 3.03 or (iii) in connection with
any  proposed  amendment,  modification,  termination,  waiver or  consent  with
respect to any provisions  hereof as contemplated by Section 11.12,  the consent
of the  Required  Lenders  shall have been  obtained but the consent of a Lender
whose consent is required shall not have been obtained  (each a  "Non-Consenting
Lender") then the Borrower  may, at its sole expense and effort,  upon notice to
such  Lender and the  Administrative  Agent,  require  such Lender to assign and
delegate,  without  recourse (in accordance with the  restrictions  contained in
Section  11.06(c)),  all  its  interests,  rights  and  obligations  under  this
Agreement to an Eligible Assignee that shall assume such obligations;  provided,
however,  that (1) the Borrower shall have received the prior written consent of
the Administrative  Agent,  which consent shall not be unreasonably  withheld or
delayed,  (2) such Lender shall have received  payment of an amount equal to the
outstanding  principal of its Loans, accrued interest thereon,  accrued fees and
all other amounts  payable to it hereunder,  from the assignee (to the extent of
such  outstanding  principal and accrued  interest and fees) or the Borrower (in
the case of all other amounts, including any breakage compensation under Section
3.02 hereof),  (3) in the case of any such assignment resulting from a claim for
compensation,  reimbursement or other payments required to be made under Section
3.01(a)(ii)  or (iii),  Section  3.01(c)  or Section  3.04 with  respect to such
Lender,  or resulting from any required  payments to any Lender or  Governmental
Authority  pursuant to Section 3.03,  such assignment will result in a reduction
in such  compensation,  reimbursement  or  payments  and  (4) in the  case of an
assignment from a Non-Consenting  Lender to an Eligible Assignee,  such Eligible
Assignee shall consent at the time of such  assignment to each matter in respect
of which such  Non-Consenting  Lender  did not  consent.  A Lender  shall not be
required to make any such  assignment and  delegation  if, prior  thereto,  as a
result of a waiver by such Lender or otherwise,  the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

(c) Nothing in this Section 3.05 shall affect or postpone any of the obligations
of the Borrower or the right of any Lender  provided in Sections  3.01,  3.03 or
3.04.

ARTICLE IV.

                              CONDITIONS PRECEDENT

Section 4.01 Conditions Precedent at Closing Date. The obligation of the Lenders
to make Loans,  and of any LC Issuer to issue  Letters of Credit,  is subject to
the satisfaction of each of the following  conditions on or prior to the Closing
Date:

     (i)  Credit  Agreement.  This  Agreement  shall have been  executed  by the
          Borrower,  the  Administrative  Agent,  each LC Issuer and each of the
          Lenders.

     (ii) Notes.   The  Borrower  shall  have  executed  and  delivered  to  the
          Administrative  Agent the appropriate Note or Notes for the account of
          each Lender that has requested the same.

     (iii) Subsidiary  Guaranty.  The  Subsidiary  Guarantors  shall  have  duly
          executed  and  delivered  a  Guaranty  of  Payment  (the   "Subsidiary
          Guaranty"), substantially in the form attached hereto as Exhibit C-1.

     (iv) Pledge  Agreement.  The Borrower and each  Subsidiary  Guarantor shall
          have duly  executed and delivered  the Pledge  Agreement  (the "Pledge
          Agreement"), substantially in the form attached hereto as Exhibit C-2,
          and shall have delivered the Equity  Interests  required to be pledged
          thereunder together with appropriate executed stock transfer powers.

     (v)  Fees  and Fee  Letters.  The  Borrower  shall  have (A)  executed  and
          delivered to the Administrative Agent the Fee Letter and therein shall
          have paid to the Administrative  Agent, for its own account,  the fees
          required to be paid by it on the Closing Date,  and (B) paid or caused
          to be paid all  reasonable  fees and  expenses  of the  Administrative
          Agent and of  special  counsel to the  Administrative  Agent that have
          been invoiced on or prior to the Closing Date in  connection  with the
          preparation,  execution  and delivery of this  Agreement and the other
          Loan Documents and the consummation of the  transactions  contemplated
          hereby and thereby.

     (vi) Corporate  Resolutions and Approvals.  The Administrative  Agent shall
          have  received  certified  copies of the  resolutions  of the Board of
          Directors or managing member, as the case may be, of each Credit Party
          approving  the Loan  Documents  to which such  Credit  Party is or may
          become  a  party,  and of all  documents  evidencing  other  necessary
          corporate action and governmental  approvals,  if any, with respect to
          the  execution,  delivery and  performance  by the Credit Party of the
          Loan Documents to which it is or may become a party.

     (vii) Incumbency Certificates. The Administrative Agent shall have received
          a  certificate  of the  Secretary  or an  Assistant  Secretary  of the
          Borrower and of each  Subsidiary  Guarantor  certifying  the names and
          true  signatures  of the officers of the  Borrower or such  Subsidiary
          Guarantor,  as the case may be,  authorized to sign the Loan Documents
          to which the Borrower or such Subsidiary  Guarantor is a party and any
          other  documents  to which the  Borrower or any such other  Subsidiary
          Guarantor is a party that may be executed and  delivered in connection
          herewith.

     (viii) Opinions of Counsel.  The  Administrative  Agent shall have received
          such  opinions  of  counsel  from  counsel  to the  Borrower  and  the
          Subsidiary  Guarantors as the Administrative Agent shall request, each
          of which shall be  addressed to the  Administrative  Agent and each of
          the  Lenders  and dated  the  Closing  Date and in form and  substance
          satisfactory to the Administrative Agent.

     (ix) Recordation of Security Documents, Delivery of Collateral, Taxes, etc.
          The Security Documents (or proper notices or UCC financing  statements
          in respect thereof) shall have been duly recorded, published and filed
          in such manner and in such places as is required by law to  establish,
          perfect, preserve and protect the rights, Liens and security interests
          of the parties  thereto and their  respective  successors and assigns,
          all  Collateral  items  required  to be  physically  delivered  to the
          Administrative   Agent   thereunder  shall  have  been  so  delivered,
          accompanied by any appropriate instruments of transfer, and all taxes,
          fees and other  charges  then due and payable in  connection  with the
          execution,   delivery,  recording,   publishing  and  filing  of  such
          instruments  and the issuance of the  Obligations  and the delivery of
          the Notes shall have been paid in full.

     (x)  Evidence of Insurance.  The  Administrative  Agent shall have received
          certificates of insurance and other  evidence,  satisfactory to it, of
          compliance  with the insurance  requirements of this Agreement and the
          Security Documents.

     (xi) Search  Reports.  The  Administrative  Agent shall have  received  the
          results of UCC and other search  reports  from one or more  commercial
          search firms acceptable to the  Administrative  Agent,  listing all of
          the effective  financing  statements filed against the Borrower or any
          Domestic   Subsidiary,   together   with  copies  of  such   financing
          statements.

     (xii) Corporate Charter and Good Standing Certificates.  The Administrative
          Agent  shall have  received:  (A) an  original  certified  copy of the
          Certificate  or  Articles of  Incorporation  or  equivalent  formation
          document  of  each  Credit  Party  and  any  and  all  amendments  and
          restatements  thereof,  certified  as of a recent date by the relevant
          Secretary of State; (B) an original good standing certificate from the
          Secretary of State of the state of incorporation, dated as of a recent
          date,  listing all charter  documents  affecting such Credit Party and
          certifying  as to the good  standing  of such  Credit  Party;  and (C)
          original certificates of good standing from each other jurisdiction in
          which each Credit Party is authorized or qualified to do business.

     (xiii) Closing Certificate.  The Administrative Agent shall have received a
          certificate  substantially in the form of Exhibit F hereto,  dated the
          Closing Date,  of an Authorized  Officer of the Borrower to the effect
          that,  at and as of the Closing  Date and both before and after giving
          effect to the initial Borrowings  hereunder and the application of the
          proceeds  thereof:  (A) no Default or Event of Default has occurred or
          is  continuing;  and (B) all  representations  and  warranties  of the
          Credit  Parties  contained  herein or in the other Loan  Documents are
          true and correct in all material respects as of the Closing Date.

     (xiv) Payment  of  Outstanding  Indebtedness  and  Release  of  Liens.  The
          Administrative   Agent   shall  have   received   evidence   that  all
          Indebtedness,  other than  Indebtedness  permitted  by  Section  7.04,
          together with all interest, all payment premiums and all other amounts
          due and payable  with respect  thereto,  shall be paid in full and the
          commitments  in  respect  of such  Indebtedness  shall be  permanently
          terminated  and all  Liens,  other  than  Permitted  Liens,  shall  be
          released.  The Administrative Agent shall have received all payoff and
          release  letters,  Uniform  Commercial  Code  Form  UCC-3  termination
          statements  or other  instruments  or agreements as may be suitable or
          appropriate in connection with the release of any such Liens.

     (xv) Solvency  Certificate.  The Administrative Agent shall have received a
          solvency  certificate  substantially  in the form  attached  hereto as
          Exhibit G, dated as of the  Closing  Date,  and  executed by the Chief
          Financial Officer of the Borrower.

     (xvi) Material  Adverse  Effect.  As of the Closing  Date,  no condition or
          event shall have occurred  since  September 30, 2006 that has resulted
          in, or could  reasonably be expected to result in, a Material  Adverse
          Effect.  As of the  Closing  Date,  no  condition  or event shall have
          occurred  since  December  31,  2006 with  respect  to Doble  that has
          resulted in, or could  reasonably be expected to result in, a material
          adverse  effect  on  the  business,   operations,   property,  assets,
          liabilities,  financial  or other  condition or prospects of Doble and
          its Subsidiaries,  taken as a whole or on the ability of Doble and its
          Subsidiaries,   taken  as  a  whole,  to  pay  their  liabilities  and
          obligations as they mature or become due.

     (xvii) Absence of  Litigation.  No legal or regulatory  prohibitions  shall
          exist which  prevent any Credit Party or Lender from entering into the
          Loan Documents.  There shall not be any action, suit, investigation or
          proceeding   pending  or,  to  the  knowledge  of  any  Credit  Party,
          threatened,   in  any  court  or  before  any  arbitrator  that  could
          reasonably be expected to have a Material Adverse Effect.

     (xviii) Material  Environmental  Liabilities.  As of the Closing  Date,  no
          condition  or  event  shall  have   occurred  or  exists  which  could
          reasonably  be  expected  to  result  in, an  Environmental  Claim for
          liabilities in excess of $2,000,000.

     (xix) Approvals,  etc. The  Administrative  Agent shall have be  reasonably
          satisfied that all necessary consents, permits, licenses and approvals
          (governmental or otherwise)  required for the execution,  delivery and
          performance  by each Credit Party of the Loan Documents have been duly
          obtained and are in full force and effect.

     (xx) Consolidated  EBITDA.  The  Administrative  Agent shall have  received
          evidence  that  (i)  Consolidated  EBITDA  of  the  Borrower  for  the
          twelve-month  period  ending  September  30,  2007  is not  less  than
          $63,000,000;  and (ii) projected Consolidated EBITDA of Doble on a pro
          forma basis computed in a manner  satisfactory  to the  Administrative
          Agent for the twelve-month period ending December 31, 2007 is not less
          than  $27,000,000.  On the Closing Date, no more than  $275,000,000 of
          Revolving Loans may be requested.

     (xxi) Purchase Agreement Documentation. The Administrative Agent shall have
          received  (i) a  certified  true  and  complete  copy of the  Purchase
          Agreement  (including  all  amendments,   supplements,  schedules  and
          exhibits thereto) and all other Purchase Agreement Documentation; (ii)
          a  certificate  by an  Authorized  Officer  of the  Borrower  that the
          representations and warranties in the Purchase Agreement Documentation
          are true and correct in all material  respects and the  acquisition of
          Doble shall have been  consummated  in compliance  with all applicable
          laws and in accordance with the terms of the Purchase  Agreement,  all
          applicable  consents and approvals  shall have been obtained and be in
          full  force  and  effect,   and  all   conditions   precedent  to  the
          consummation of such acquisition  shall have been satisfied (or waived
          with the  consent of the  Administrative  Agent,  or to the extent the
          waiver of such condition  would not be adverse to the interests of the
          Administrative Agent and the Lenders, the Borrower).

     (xxii) Proceedings and Documents.  All corporate and other  proceedings and
          all documents incidental to the transactions contemplated hereby shall
          be satisfactory in substance and form to the Administrative  Agent and
          the Lenders and the  Administrative  Agent and its special counsel and
          the Lenders  shall have  received  all such  counterpart  originals or
          certified  or other  copies of such  documents  as the  Administrative
          Agent or its special counsel or any Lender may reasonably request.

     (xxiii)  Post-Closing  Agreement.  The  Borrower  shall have  executed  and
          delivered to the Administrative Agent the Post-Closing  Agreement,  in
          form and substance acceptable to the Administrative Agent.

     (xxiv)  Miscellaneous.  The  Credit  Parties  shall  have  provided  to the
          Administrative  Agent and the Lenders  such other items and shall have
          satisfied such other  conditions as may be reasonably  required by the
          Administrative Agent or the Lenders.

Section 4.02 Conditions  Precedent to All Credit Events.  The obligations of the
Lenders, the Swing Line Lender and each LC Issuer to make or participate in each
Credit  Event  is  subject,  at the time  thereof,  to the  satisfaction  of the
following conditions:

     (a)  Notice.  The  Administrative  Agent (and in the case of subpart  (iii)
          below,  the applicable LC Issuer) shall have received,  as applicable,
          (i) a Notice of Borrowing  meeting the requirements of Section 2.06(b)
          with  respect  to  any  Borrowing   (other  than  a  Continuation   or
          Conversion),  (ii) a Notice of Continuation or Conversion  meeting the
          requirements  of Section  2.10(b)  with respect to a  Continuation  or
          Conversion, or (iii) an LC Request meeting the requirements of Section
          2.05(b) with respect to each LC Issuance.

     (b)  No Default; Representations and Warranties. At the time of each Credit
          Event and also after giving effect  thereto,  (i) there shall exist no
          Default  or  Event  of  Default  and  (ii)  all   representations  and
          warranties of the Credit Parties contained herein or in the other Loan
          Documents shall be true and correct in all material  respects with the
          same effect as though such  representations  and  warranties  had been
          made on and as of the date of such Credit Event,  except to the extent
          that  such  representations  and  warranties  expressly  relate  to an
          earlier  specified  date,  in  which  case  such  representations  and
          warranties  shall have been true and correct in all material  respects
          as of the date when made.

          The acceptance of the benefits of each Credit Event shall constitute a
     representation  and warranty by the Borrower to the  Administrative  Agent,
     the Swing Line  Lender,  each LC Issuer and each of the Lenders that all of
     the applicable  conditions  specified in Section 4.01 and Section 4.02 have
     been satisfied as of the times referred to in such Sections.

ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Administrative Agent, the Lenders and each LC Issuer
to  enter  into  this  Agreement  and to make  the  Loans  and to  issue  and to
participate in the Letters of Credit provided for herein, the Borrower makes the
following   representations   and  warranties  to,  and  agreements   with,  the
Administrative Agent, the Lenders and each LC Issuer, all of which shall survive
the execution and delivery of this Agreement and each Credit Event:

Section 5.01 Corporate Status.  The Borrower and each of its Subsidiaries (i) is
a duly  organized or formed and validly  existing  corporation,  partnership  or
limited liability company, as the case may be, in good standing or in full force
and  effect  under the laws of the  jurisdiction  of its  formation  and has the
corporate,  partnership or limited  liability  company power and  authority,  as
applicable, to own its property and assets and to transact the business in which
it is engaged and presently  proposes to engage, and (ii) has duly qualified and
is authorized to do business in all jurisdictions  where it is required to be so
qualified or  authorized  except where the failure to be so qualified  would not
have a Material  Adverse  Effect.  Schedule 5.01 hereto lists, as of the Closing
Date,  each  Subsidiary of the Borrower  (and the direct and indirect  ownership
interest of the Borrower therein).

Section 5.02 Corporate Power and Authority.  Each Credit Party has the corporate
or other  organizational  power and authority to execute,  deliver and carry out
the  terms and  provisions  of the Loan  Documents  to which it is party and has
taken all necessary  corporate or other  organizational  action to authorize the
execution,  delivery and performance of the Loan Documents to which it is party.
Each Credit Party has duly executed and delivered each Loan Document to which it
is party and each Loan  Document  to which it is party  constitutes  the  legal,
valid and binding  agreement and obligation of such Credit Party  enforceable in
accordance with its terms, except to the extent that the enforceability  thereof
may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium
or other similar laws  generally  affecting  creditors'  rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law).

Section 5.03 No Violation.  Neither the execution,  delivery and  performance by
any Credit Party of the Loan Documents to which it is party nor compliance  with
the terms and provisions  thereof (i) will  contravene any provision of any law,
statute, rule, regulation, order, writ, injunction or decree of any Governmental
Authority  applicable  to  such  Credit  Party  or its  properties  and  assets,
(ii) will conflict with or result in any breach of, any of the terms, covenants,
conditions or provisions  of, or  constitute a default  under,  or result in the
creation  or  imposition  of (or the  obligation  to create or impose)  any Lien
(other than the Liens created  pursuant to the Security  Documents)  upon any of
the  property  or  assets  of such  Credit  Party  pursuant  to the terms of any
promissory note, bond, debenture,  indenture, mortgage, deed of trust, credit or
loan agreement, or any other agreement or other instrument, to which such Credit
Party is a party or by which it or any of its property or assets are bound or to
which  it  may  be  subject,   or  (iii)  will  violate  any  provision  of  the
Organizational Documents of such Credit Party.

Section 5.04  Governmental  Approvals.  No order,  consent,  approval,  license,
authorization,  or validation of, or filing,  recording or registration with, or
exemption by, any Governmental Authority is required to authorize or is required
as a condition  to (i) the  execution,  delivery and  performance  by any Credit
Party of any  Loan  Document  to  which it is a party or any of its  obligations
thereunder, or (ii) the legality,  validity, binding effect or enforceability of
any Loan  Document to which any Credit  Party is a party,  except the filing and
recording  of financing  statements  and other  documents  necessary in order to
perfect the Liens created by the Security Documents.

Section 5.05 Litigation.  There are no actions, suits or proceedings pending or,
to the knowledge of the Borrower, threatened with respect to the Borrower or any
of its  Subsidiaries (i) that have had, or could reasonably be expected to have,
a Material Adverse Effect,  or (ii) that question the validity or enforceability
of any of the Loan  Documents,  or of any action to be taken by the  Borrower or
any of the other Credit Parties pursuant to any of the Loan Documents.

Section 5.06 Use of Proceeds; Margin Regulations.

(a) The proceeds of all Loans and LC Issuances  shall be utilized to  consummate
the  acquisition  of Doble,  provide funds for Permitted  Acquisitions,  finance
stock  repurchases  and capital  expenditures,  and provide  working capital and
funds for general  corporate  purposes,  in each case, not inconsistent with the
terms of this Agreement.

(b) No part of the  proceeds  of any  Credit  Event  will  be used  directly  or
indirectly to purchase or carry Margin Stock,  or to extend credit to others for
the purpose of purchasing  or carrying any Margin Stock,  in violation of any of
the provisions of Regulations T, U or X of the Board of Governors of the Federal
Reserve System.  Borrower is not engaged in the business of extending credit for
the purpose of purchasing  or carrying any Margin  Stock.  At no time would more
than 25% of the value of the assets of the  Borrower or of the  Borrower and its
consolidated Subsidiaries that are subject to any "arrangement" (as such term is
used in Section  221.2(g) of such  Regulation  U)  hereunder be  represented  by
Margin Stock.

Section 5.07 Financial Statements.

(a) The  Borrower  has  furnished  to the  Administrative  Agent and the Lenders
complete and correct copies of (x) (i) the audited  consolidated  balance sheets
of the  Borrower  and its  consolidated  Subsidiaries  for the fiscal year ended
September 30, 2006 and the related  audited  consolidated  statements of income,
shareholders'  equity,  and cash  flows  of the  Borrower  and its  consolidated
Subsidiaries for the fiscal year of the Borrower then ended,  accompanied by the
report thereon of KPMG LLP, and (ii) the condensed  consolidated  balance sheets
of the Borrower and its consolidated  Subsidiaries for the fiscal quarters ended
December 31, 2006,  March 30, 2007, and June 30, 2007 and the related  condensed
consolidated  statements  of income  and of cash flows of the  Borrower  and its
consolidated Subsidiaries for each of the fiscal periods then ended, and (y) (i)
the  audited   consolidated   balance  sheets  of  Doble  and  its  consolidated
Subsidiaries for the fiscal year ended December 31, 2006 and the related audited
consolidated statements of income, shareholders' equity, and cash flows of Doble
and its  consolidated  Subsidiaries  for the fiscal  year of Doble  then  ended,
accompanied  by the report  thereon of Grant Thorton LLP; and (ii) the condensed
consolidated  balance sheets of Doble and its consolidated  Subsidiaries for the
fiscal quarters ended March 30, 2007 and June 30, 2007 and the related condensed
consolidated   statements  of  income  and  of  cash  flows  of  Doble  and  its
consolidated  Subsidiaries  for each of the fiscal periods then ended.  All such
financial  statements have been prepared in accordance  with GAAP,  consistently
applied (except as stated therein), and fairly present the financial position of
the Borrower and its Subsidiaries,  or Doble and its  Subsidiaries,  as the case
may be, as of the respective  dates  indicated and the  consolidated  results of
their operations and cash flows for the respective periods indicated, subject in
the case of any such financial  statements  that are unaudited,  to normal audit
adjustments,  none of which shall be material. The Borrower and its Subsidiaries
did not have,  as of the date of the latest  financial  statements  referred  to
above,  and will not have as of the  Closing  Date  after  giving  effect to the
incurrence  of Loans or LC  Issuances  hereunder,  any  material or  significant
contingent liability or liability for taxes,  long-term lease or unusual forward
or  long-term  commitment  that  is not  reflected  in the  foregoing  financial
statements  or the notes  thereto in  accordance  with GAAP and that in any such
case is material in relation to the business,  operations,  properties,  assets,
financial or other condition or prospects of the Borrower and its Subsidiaries.

(b) The  financial  projections  of the  Borrower and its  Subsidiaries  for the
fiscal  years 2008 through  2012  prepared by the Borrower and  delivered to the
Administrative Agent and the Lenders (the "Financial Projections") were prepared
on behalf of the  Borrower in good faith after  taking into  account  historical
levels of business activity of the Borrower and its Subsidiaries,  known trends,
including general economic trends,  and all other  information,  assumptions and
estimates  considered by management of the Borrower and its  Subsidiaries  to be
pertinent thereto; provided, however, that no representation or warranty is made
as to the impact of future  general  economic  conditions  or as to whether  the
Borrower's  projected  consolidated  results  as  set  forth  in  the  Financial
Projections  will actually be realized,  it being recognized by the Lenders that
such  projections  as to  future  events  are not to be viewed as facts and that
actual results for the periods  covered by the Financial  Projections may differ
materially from the Financial Projections. No facts are known to the Borrower as
of the Closing  Date which,  if reflected in the  Financial  Projections,  would
result in a  material  adverse  change in the  assets,  liabilities,  results of
operations or cash flows reflected therein.

Section 5.08  Solvency.  The Borrower  has  received  consideration  that is the
reasonable equivalent value of the obligations and liabilities that the Borrower
has incurred to the  Administrative  Agent, each LC Issuer and the Lenders under
the Loan  Documents.  The  Borrower now has capital  sufficient  to carry on its
business and transactions and all business and transactions in which it is about
to engage and is now  solvent  and able to pay its debts as they  mature and the
Borrower,  as of the Closing Date,  owns property  having a value,  both at fair
valuation and at present fair salable value, greater than the amount required to
pay the  Borrower's  debts;  and the  Borrower  is not  entering  into  the Loan
Documents  with the  intent to  hinder,  delay or  defraud  its  creditors.  For
purposes of this  Section,  "debt" means any  liability on a claim,  and "claim"
means (y) right to payment  whether or not such a right is reduced to  judgment,
liquidated,  unliquidated,  fixed,  contingent,  matured,  unmatured,  disputed,
undisputed, legal, equitable, secured or unsecured; or (z) right to an equitable
remedy for breach of performance if such breach gives rise to a payment, whether
or not such  right  to an  equitable  remedy  is  reduced  to  judgment,  fixed,
contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Section 5.09 No Material  Adverse Change.  Since  September 30, 2006,  there has
been no change in the condition,  business, affairs or prospects of the Borrower
and its Subsidiaries taken as a whole, or their properties and assets considered
as an  entirety,  except  for  changes  none of  which,  individually  or in the
aggregate,  has had or could  reasonably be expected to have, a Material Adverse
Effect.  Since  December  31, 2006,  there has been no change in the  condition,
business,  affairs or prospects of Doble and its Subsidiaries  taken as a whole,
or their  properties  and assets  considered as an entirety,  except for changes
none of which,  individually or in the aggregate, has had or could reasonably be
expected  to  have  a  material  adverse  effect  on the  business,  operations,
property,  assets,  liabilities,  financial  or other  condition or prospects of
Doble and its Subsidiaries,  taken as a whole or on the ability of Doble and its
Subsidiaries, taken as a whole, to pay their liabilities and obligations as they
mature or become due.

Section 5.10 Tax Returns and Payments. The Borrower and each of its Subsidiaries
has filed all federal income tax returns and all other tax returns, domestic and
foreign,  required  to be filed by it and has paid  all  taxes  and  assessments
payable by it that have  become  due,  other than those not yet  delinquent  and
except  for  those  contested  in  good  faith.  The  Borrower  and  each of its
Subsidiaries has established on its books such charges, accruals and reserves in
respect  of taxes,  assessments,  fees and other  governmental  charges  for all
fiscal  periods as are  required by GAAP.  Neither the  Borrower  nor any of its
Subsidiaries knows of any proposed assessment for additional federal, foreign or
state taxes for any period, or of any basis therefor,  which, individually or in
the  aggregate,  taking into  account  such  charges,  accruals  and reserves in
respect thereof as the Borrower and its Subsidiaries have made, could reasonably
be expected to have a Material Adverse Effect.

Section 5.11 Title to Properties, etc. The Borrower and each of its Subsidiaries
has good and marketable title, in the case of Real Property,  and good title (or
valid Leaseholds,  in the case of any leased property), in the case of all other
property, to all of its properties and assets free and clear of Liens other than
Permitted  Liens.  The  interests of the Borrower  and its  Subsidiaries  in the
properties  reflected in the most recent  balance  sheet  referred to in Section
5.07(a), taken as a whole, were sufficient,  in the judgment of the Borrower, as
of the date of such balance sheet for purposes of the ownership and operation of
the businesses conducted by the Borrower and its Subsidiaries.

Section 5.12 Lawful Operations,  etc. The Borrower and each of its Subsidiaries:
(i) hold all necessary  foreign,  federal,  state,  local and other governmental
licenses, registrations, certifications, permits and authorizations necessary to
conduct  its  business;  and (ii) is in full  compliance  with all  requirements
imposed by law,  regulation or rule, whether foreign,  federal,  state or local,
that are  applicable  to it,  its  operations,  or its  properties  and  assets,
including,  without limitation,  applicable  requirements of Environmental Laws,
except for any failure to obtain and maintain in effect, or noncompliance  that,
individually  or in the  aggregate,  could not  reasonably be expected to have a
Material Adverse Effect.

Section 5.13 Environmental Matters.

(a) The  Borrower  and  each  of its  Subsidiaries  is in  compliance  with  all
applicable  Environmental  Laws,  except to the extent that any such  failure to
comply (together with any resulting  penalties,  fines or forfeitures) would not
reasonably be expected to have a Material Adverse Effect. All licenses, permits,
registrations  or  approvals  required  for the  conduct of the  business of the
Borrower and its Subsidiaries  under any Environmental Law have been secured and
the Borrower and its Subsidiaries is in substantial compliance therewith, except
for such licenses, permits,  registrations or approvals the failure to secure or
to comply therewith is not reasonably  likely to have a Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries has received written notice, or
otherwise knows,  that it is in any respect in noncompliance  with, breach of or
default under any applicable writ,  order,  judgment,  injunction,  or decree to
which the  Borrower  or such  Subsidiary  is a party or that  would  affect  the
ability of the Borrower or such  Subsidiary  to operate any Real Property and no
event has  occurred  and is  continuing  that,  with the  passage of time or the
giving of notice or both, would constitute  noncompliance,  breach of or default
thereunder,  except in each such case, such noncompliance,  breaches or defaults
as would not  reasonably  be  expected  to, in the  aggregate,  have a  Material
Adverse  Effect.  There  are no  Environmental  Claims  pending  or, to the best
knowledge of any Borrower, threatened wherein an unfavorable decision, ruling or
finding would  reasonably be expected to have a Material  Adverse Effect.  There
are no facts, circumstances,  conditions or occurrences on any Real Property now
or at  any  time  owned,  leased  or  operated  by  the  Borrower  or any of its
Subsidiaries  or on any property  adjacent to any such Real  Property,  that are
known by the  Borrower or as to which the  Borrower or any such  Subsidiary  has
received  written  notice,  that could  reasonably be expected:  (i) to form the
basis of an Environmental  Claim against the Borrower or any of its Subsidiaries
or any Real  Property  of the  Borrower or any of its  Subsidiaries;  or (ii) to
cause such Real  Property to be subject to any  restrictions  on the  ownership,
occupancy,  use or transferability of such Real Property under any Environmental
Law, except in each such case, such  Environmental  Claims or restrictions  that
individually  or in the  aggregate  could not  reasonably  be expected to have a
Material Adverse Effect.

(b) Hazardous  Materials have not at any time been (i) generated,  used, treated
or stored on, or  transported  to or from,  any Real Property of the Borrower or
any of its Subsidiaries or (ii) released on any such Real Property, in each case
where such occurrence or event is not in compliance with  Environmental Laws and
is reasonably likely to have a Material Adverse Effect.

Section  5.14  Compliance  with  ERISA.  Compliance  by the  Borrower  with  the
provisions  hereof and Credit  Events  contemplated  hereby will not involve any
prohibited  transaction within the meaning of ERISA or Section 4975 of the Code.
The  Borrower  and each of its  Subsidiaries  and each ERISA  Affiliate  (i) has
fulfilled all obligations  under the minimum funding  standards of ERISA and the
Code with respect to each Plan that is not a  Multi-Employer  Plan or a Multiple
Employer  Plan,  (ii) has satisfied all  contribution  obligations in respect of
each Multi-Employer Plan and each Multiple Employer Plan, (iii) is in compliance
in all material  respects with all other applicable  provisions of ERISA and the
Code with  respect  to each Plan,  each  Multi-Employer  Plan and each  Multiple
Employer Plan,  and (iv) has not incurred any liability  under Title IV of ERISA
to the PBGC with  respect to any Plan,  any  Multi-Employer  Plan,  any Multiple
Employer  Plan, or any trust  established  thereunder.  No Plan or trust created
thereunder has been terminated,  and there have been no Reportable Events,  with
respect  to any  Plan  or  trust  created  thereunder  or  with  respect  to any
Multi-Employer  Plan or Multiple  Employer Plan, which termination or Reportable
Event will or could give rise to a material  liability  of the  Borrower  or any
ERISA Affiliate in respect  thereof.  Neither the Borrower nor any Subsidiary of
the Borrower nor any ERISA  Affiliate is at the date hereof,  or has been at any
time within the five years  preceding the date hereof,  an employer  required to
contribute  to  any  Multi-Employer   Plan  or  Multiple  Employer  Plan,  or  a
"contributing sponsor" (as such term is defined in Section 4001 of ERISA) in any
Multi-Employer  Plan or Multiple  Employer  Plan.  Neither the  Borrower nor any
Subsidiary of the Borrower nor any ERISA Affiliate has any contingent  liability
with  respect to any  post-retirement  "welfare  benefit  plan" (as such term is
defined in ERISA) except as has been disclosed to the  Administrative  Agent and
the Lenders in writing.

Section  5.15  Intellectual  Property,   etc.  The  Borrower  and  each  of  its
Subsidiaries  has  obtained  or has  the  right  to use  all  material  patents,
trademarks,  service marks, trade names,  copyrights,  licenses and other rights
with  respect to the  foregoing  necessary  for the present  and planned  future
conduct of its business, without any known conflict with the rights of others.

Section 5.16  Investment  Company Act, etc.  Neither the Borrower nor any of its
Subsidiaries is subject to regulation with respect to the creation or incurrence
of  Indebtedness  under the  Investment  Company Act of 1940,  as  amended,  the
Interstate  Commerce Act, as amended,  the Federal Power Act, as amended, or any
applicable federal or state public utility law.

Section 5.17  Insurance.  The Borrower  and each of its  Subsidiaries  maintains
insurance  coverage by such  insurers  and in such forms and amounts and against
such risks as are generally  consistent with industry standards and in each case
in compliance with the terms of Section 6.03.

Section 5.18 Burdensome Contracts; Labor Relations. Neither the Borrower nor any
of its  Subsidiaries  (a) is  subject  to any  burdensome  contract,  agreement,
corporate  restriction,  judgment,  decree or order, (b) is a party to any labor
dispute affecting any bargaining unit or other group of employees generally, (c)
is  subject  to any  material  strike,  slowdown,  workout  or  other  concerted
interruptions  of  operations  by employees  of the Borrower or any  Subsidiary,
whether  or  not  relating  to  any  labor  contracts,  (d)  is  subject  to any
significant  pending or, to the  knowledge of the Borrower,  threatened,  unfair
labor practice  complaint,  before the National Labor  Relations  Board,  (e) is
subject  to any  significant  pending  or,  to the  knowledge  of the  Borrower,
threatened  grievance or significant  arbitration  proceeding  arising out of or
under any collective  bargaining  agreement,  (f) is subject to any  significant
pending or, to the knowledge of the  Borrower,  threatened  significant  strike,
labor  dispute,  slowdown  or  stoppage,  or (g)  is,  to the  knowledge  of the
Borrower,  involved  or  subject  to  any  union  representation  organizing  or
certification matter with respect to the employees of the Borrower or any of its
Subsidiaries,  except (with respect to any matter  specified in any of the above
clauses)  for such  matters  as,  individually  or in the  aggregate,  could not
reasonably be expected to have a Material Adverse Effect.

Section  5.19  Security  Interests.  Once  executed and  delivered,  each of the
Security  Documents  creates,  as  security  for the  Obligations,  a valid  and
enforceable,  and upon making the filings and recordings  referenced in the next
sentence,  perfected  security  interest  in and  Lien on all of the  Collateral
subject thereto from time to time, in favor of the Administrative  Agent for the
benefit of the  Secured  Creditors,  superior  to and prior to the rights of all
third persons and subject to no other Liens,  except that the  Collateral  under
the  Security  Documents  may be  subject  to  Permitted  Liens.  No  filings or
recordings are required in order to perfect the security interests created under
any Security  Document  except for filings or recordings  required in connection
with any such  Security  Document  that  shall  have  been  made,  or for  which
satisfactory  arrangements  have been made,  upon or prior to the  execution and
delivery  thereof.  All  recording,  stamp,  intangible  or other  similar taxes
required to be paid by any Person under applicable  legal  requirements or other
laws  applicable  to the  property  encumbered  by  the  Security  Documents  in
connection  with the execution,  delivery,  recordation,  filing,  registration,
perfection or enforcement thereof have been paid.

Section  5.20  True and  Complete  Disclosure.  All  information  heretofore  or
contemporaneously  furnished  by or on  behalf  of  the  Borrower  or any of its
Subsidiaries in writing to the  Administrative  Agent or any Lender for purposes
of or in connection with this Agreement or any transaction  contemplated herein,
other than the Financial  Projections (as to which representations are made only
as provided in Section  5.07(b)),  is, and all other such information  hereafter
furnished by or on behalf of such Person in writing to the Administrative  Agent
or any Lender will be, true and accurate in all material respects on the date as
of which such  information  is dated or certified and not incomplete by omitting
to state any material fact necessary to make such  information not misleading at
such  time in  light of the  circumstances  under  which  such  information  was
provided,  except  that any such  future  information  consisting  of  financial
projections  prepared  by  the  Borrower  or any of  its  Subsidiaries  is  only
represented  herein  as being  based on good  faith  estimates  and  assumptions
believed by such persons to be reasonable at the time made, it being  recognized
by the Lenders that such projections as to future events are not to be viewed as
facts and that actual results  during the period or periods  covered by any such
projections may differ materially from the projected results.

Section 5.21  Defaults.  No Default or Event of Default exists as of the Closing
Date  hereunder,  nor  will any  Default  or  Event  of  Default  begin to exist
immediately after the execution and delivery hereof.

Section 5.22  Capitalization.  As of the Closing Date,  Schedule 5.22 is a true,
complete  and  accurate  description  of the  equity  capital  structure  of the
Borrower and its Subsidiaries showing, for each such Person,  accurate ownership
percentages  of the equity  holders of record and  accompanied by a statement of
authorized and issued Equity Interests for each such Person. Except as set forth
on Schedule  5.22, as of the Closing Date  (a) there  are no preemptive  rights,
outstanding subscriptions,  warrants or options to purchase any Equity Interests
of any Credit Party or any of its Subsidiaries,  (b) there are no obligations of
any Credit Party to redeem or  repurchase  any of its Equity  Interests  and (c)
there is no agreement,  arrangement  or plan to which any Credit Party or any of
its  Subsidiaries  is a party or of which any Credit  Party has  knowledge  that
could directly or indirectly affect the capital structure of any Credit Party or
its  Subsidiaries.  The  Equity  Interests  of  the  Borrower  and  each  of its
Subsidiaries  described on Schedule  5.22 are validly  issued and fully paid and
non-assessable  and  the  Equity  Interests  of the  Borrower  and  each  of its
Subsidiaries are owned of record and beneficially as set forth on Schedule 5.22,
free and  clear of all Liens  (other  than  Liens  created  under  the  Security
Documents).

Section 5.23 Representation and Warranties in Purchase Agreement  Documentation.
As of the Closing Date, (i) each of the  representations  and warranties made by
the Credit Parties in the Purchase  Agreement  Documentation is true and correct
in all  material  respects,  except to the extent that such  representation  and
warranty relates to a specific date, in which case such representation  shall be
true and  correct as of such  earlier  date,  and (ii) to the  knowledge  of the
Credit  Parties,  each of the  representations  and warranties  made by a party,
other than a Credit Party, to the Purchase  Agreement  Documentation is true and
correct in all material respects,  expect to the extent that such representation
and warranty relates to a specific date, in which case such representation shall
be true and correct as of such earlier date.

Section 5.24 Anti-Terrorism Law Compliance.  Neither the Borrower nor any of its
Subsidiaries  is subject to or in violation of any law,  regulation,  or list of
any government agency (including, without limitation, the U.S. Office of Foreign
Asset  Control  list,  Executive  Order  No. 13224  or the USA Patriot Act) that
prohibits  or limits the conduct of  business  with or the  receiving  of funds,
goods or services to or for the benefit of certain Persons  specified therein or
that  prohibits  or limits any Lender or LC Issuer  from  making any  advance or
extension of credit to the Borrower or from otherwise  conducting  business with
the Borrower.

ARTICLE VI.

                              AFFIRMATIVE COVENANTS

The Borrower hereby covenants and agrees that on the Closing Date and thereafter
so long as this  Agreement  is in effect and until such time as the  Commitments
have been terminated,  no Notes remain outstanding and the Loans,  together with
interest,  Fees and all other Obligations incurred hereunder and under the other
Loan Documents, have been paid in full.

Section  6.01  Reporting   Requirements.   The  Borrower  will  furnish  to  the
Administrative Agent and each Lender:

(a) Annual Financial Statements. As soon as available and in any event within 90
days after the close of each  fiscal  year of the  Borrower,  (i) the  unaudited
consolidating  balance sheets of the Borrower and its Subsidiaries as at the end
of such  fiscal  year and the  related  unaudited  consolidating  statements  of
income, of stockholders'  equity and of cash flows for such fiscal year, in each
case setting forth  comparative  figures for the preceding  fiscal year,  all in
reasonable  detail;  and (ii) the  audited  consolidated  balance  sheets of the
Borrower and its consolidated Subsidiaries as at the end of such fiscal year and
the related audited  consolidated  statements of income, of stockholders' equity
(other than  retained  earnings) and of cash flows for such fiscal year, in each
case setting forth  comparative  figures for the preceding  fiscal year,  all in
reasonable   detail  and  accompanied  by  the  opinion  with  respect  to  such
consolidated   financial   statements  of  independent   public  accountants  of
recognized  national standing  selected by the Borrower,  which opinion shall be
unqualified and shall (x) state that such accountants  audited such consolidated
financial  statements in accordance with generally accepted auditing  standards,
that such  accountants  believe that such audit provides a reasonable  basis for
their opinion, and that in their opinion such consolidated  financial statements
present fairly, in all material respects, the consolidated financial position of
the Borrower and its consolidated subsidiaries as at the end of such fiscal year
and the consolidated  results of their operations and cash flows for such fiscal
year in conformity with generally accepted accounting principles, or (y) contain
such  statements  as  are  customarily   included  in  unqualified   reports  of
independent  accountants in conformity with the recommendations and requirements
of the American  Institute of Certified  Public  Accountants  (or any  successor
organization).

(b) Quarterly Financial Statements. As soon as available and in any event within
45 days after the close of each of the first three quarterly  accounting periods
in each fiscal year of the Borrower,  the unaudited  consolidated balance sheets
of  the  Borrower  and  its  consolidated  Subsidiaries  as at the  end of  such
quarterly period and the related unaudited consolidated statements of income and
of cash flows for such quarterly  period and/or for the fiscal year to date, and
setting forth, in the case of such unaudited  consolidated  statements of income
and of cash flows,  comparative  figures  for the  related  periods in the prior
fiscal year, and which shall be certified on behalf of the Borrower by the Chief
Financial  Officer of the  Borrower,  subject to changes  resulting  from normal
year-end audit adjustments.

(c)  Officer's  Compliance  Certificates.  At the  time of the  delivery  of the
financial  statements  provided  for in subparts (a) and (b) above and within 45
days after the close of the fourth  quarterly  accounting  period in each fiscal
year of the Borrower, a certificate (a "Compliance Certificate"),  substantially
in the form of Exhibit E, signed by the Chief Financial Officer or the Treasurer
of the Borrower to the effect that (i) no Default or Event of Default exists or,
if any Default or Event of Default does exist,  specifying the nature and extent
thereof and the actions the  Borrower has taken or proposes to take with respect
thereto,  and (ii) the  representations and warranties of the Credit Parties are
true and correct in all material respects,  except to the extent that any relate
to an earlier specified date, in which case, such representations  shall be true
and  correct in all  material  respects as of the date made,  which  certificate
shall set forth the  calculations  required  to  establish  compliance  with the
provisions of Section 7.07.

(d) Budgets and Forecasts.  Not later than 90 days after the commencement of any
fiscal year of the Borrower  and its  Subsidiaries,  commencing  with the fiscal
year ending September 30, 2008, a consolidated  budget in reasonable  detail for
such  fiscal  year,  and (if and to the extent  prepared  by  management  of the
Borrower) for any subsequent fiscal years, as customarily prepared by management
for its internal use, setting forth, with appropriate discussion, the forecasted
balance sheet, income statement,  operating cash flows and capital  expenditures
of the Borrower and its  Subsidiaries  for the period covered  thereby,  and the
principal assumptions upon which forecasts and budget are based.

(e) Notices.  Promptly,  and in any event within three Business Days, after, the
Borrower or any of its Subsidiaries obtains knowledge thereof, notice of:

(i)  the occurrence of any event that constitutes a Default or Event of Default,
     which  notice  shall  specify the nature  thereof,  the period of existence
     thereof and what action the Borrower proposes to take with respect thereto;

(ii) the  commencement  of, or any other material  development  concerning,  any
     litigation or  governmental  or regulatory  proceeding  pending against the
     Borrower or any of its  Subsidiaries  or the occurrence of any other event,
     if the same would be reasonably  likely to have a Material  Adverse Effect;
     or

(iii) any  significant  adverse  change in the  Borrower's  or any  Subsidiary's
     relationship with, or any significant event or circumstance which is in the
     Borrower's reasonable judgment likely to adversely affect the Borrower's or
     any Subsidiary's  relationship  with, (A) any customer (or related group of
     customers)  representing  more  than  10%  of the  Borrower's  consolidated
     revenues  during its most recent fiscal year, or (B) any  supplier which is
     material to the operations of the Borrower and its Subsidiaries  considered
     as an entirety.

(f) ERISA.  Promptly,  and in any event within 10 days after the Borrower or any
Subsidiary of the Borrower or any ERISA Affiliate knows of the occurrence of any
of the following, the Borrower will deliver to the Administrative Agent and each
of the Lenders a certificate  of an Authorized  Officer of the Borrower  setting
forth the full details as to such  occurrence  and the action,  if any, that the
Borrower or such  Subsidiary of the Borrower or such ERISA Affiliate is required
or proposes to take,  together with any notices required or proposed to be given
by the Borrower or such  Subsidiary of the Borrower or the ERISA Affiliate to or
filed with the PBGC, a Plan participant or the Plan  administrator  with respect
thereto:  (i) that a  Reportable  Event has  occurred  with respect to any Plan;
(ii) the  institution  of any  steps  by the  Borrower,  any  Subsidiary  of the
Borrower,  any ERISA  Affiliate,  the PBGC or any other Person to terminate  any
Plan 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;  (iii)  the  institution  of any  steps by the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate to withdraw from
any  Multi-Employer  Plan or Multiple  Employer Plan, if such  withdrawal  could
result in withdrawal liability (as described in Part 1 of Subtitle E of Title IV
of  ERISA  or in  Section  4063 of  ERISA)  in  excess  of  $10,000,000;  (iv) a
non-exempt  "prohibited  transaction" within the meaning of Section 406 of ERISA
in connection with any Plan;  (v) that a Plan has Unfunded  Benefit  Liabilities
exceeding  $10,000,000;  (vi) the  cessation of  operations at a facility of the
Borrower,  any  Subsidiary  of  the  Borrower  or  any  ERISA  Affiliate  in the
circumstances  described in Section  4062(e) of ERISA;  (vii) the conditions for
imposition  of a lien  under  Section  302(f) of ERISA  shall have been met with
respect to a Plan;  (viii) the adoption of an amendment to a Plan  requiring the
provision  of security to such Plan  pursuant to Section 307 of ERISA;  (ix) the
insolvency of or commencement of  reorganization  proceedings  with respect to a
Multi-Employer  Plan; (x) any material  increase in the contingent  liability of
the  Borrower or any  Subsidiary  with  respect to any  post-retirement  welfare
liability; or (xi) the taking of any action by, or the threatening of the taking
of any action by, the Internal Revenue  Service,  the Department of Labor or the
PBGC with respect to any of the foregoing.

(g)  Environmental  Matters.  Promptly  upon,  and in any event  within ten (10)
Business  Days  after,  an officer of the  Borrower  or any of its  Subsidiaries
obtaining   knowledge   thereof,   notice  of  one  or  more  of  the  following
environmental  matters to the extent any of the  following  could  reasonably be
expected  to have a Material  Adverse  Effect:  (i) any  pending  or  threatened
Environmental  Claim against the Borrower or any of its Subsidiaries or any Real
Property owned or operated by the Borrower or any of its Subsidiaries;  (ii) any
condition or occurrence  on or arising from any Real Property  owned or operated
by the Borrower or any of its Subsidiaries  that (A) results in noncompliance by
the Borrower or any of its Subsidiaries with any applicable Environmental Law or
(B) would  reasonably  be  expected to form the basis of a  Environmental  Claim
against the Borrower or any of its Subsidiaries or any such Real Property; (iii)
any condition or occurrence  on any Real Property  owned,  leased or operated by
the Borrower or any of its  Subsidiaries  that could  reasonably  be expected to
cause such Real  Property to be subject to any  restrictions  on the  ownership,
occupancy,  use or transferability by the Borrower or any of its Subsidiaries of
such Real  Property  under any  Environmental  Law;  and (iv) the  taking of any
removal or remedial action in response to the actual or alleged  presence of any
Hazardous  Material  on any Real  Property  owned,  leased  or  operated  by the
Borrower or any of its Subsidiaries as required by any  Environmental Law or any
governmental  or  other  Global  agency.  All such  notices  shall  describe  in
reasonable detail the nature of the Environmental  Claim, the Borrower's or such
Subsidiary's  response  thereto  and the  potential  exposure  in Dollars of the
Borrower and its Subsidiaries with respect thereto.

(h) SEC Reports and Registration Statements. Promptly after transmission thereof
or other filing with the SEC, copies of all registration  statements (other than
the  exhibits  thereto  and  any  registration  statement  on  Form  S-8  or its
equivalent)  and all annual,  quarterly or current  reports that the Borrower or
any of its  Subsidiaries  files with the SEC on Form  10-K,  10-Q or 8-K (or any
successor forms).

(i) Annual, Quarterly and Other Reports.  Promptly after transmission thereof to
its  stockholders,  copies of all annual,  quarterly  and other  reports and all
proxy statements that the Borrower furnishes to its stockholders generally.

(j) [Intentionally Omitted.]

(k) [Intentionally Omitted.]

(l)  Information  Relating  to  Collateral.  At the time of the  delivery of the
annual financial  statements provided for in subpart (a) above, a certificate of
an Authorized  Officer of the Borrower  certifying that neither the Borrower nor
any of its  Subsidiaries  has taken any actions (and is not aware of any actions
so  taken)  to  terminate  any UCC  financing  statements  or other  appropriate
filings, recordings or registrations,  including all refilings, rerecordings and
reregistrations,  containing a description of the Collateral  have been filed of
record  in each  governmental,  municipal  or other  appropriate  office in each
jurisdiction  to the  extent  necessary  to protect  and  perfect  the  security
interests  and Liens under the Security  Documents for a period of not less than
18 months  after the date of such  certificate  (except  as noted  therein  with
respect to any continuation statements to be filed within such period).

(m) Other  Notices.  Promptly  after the  transmission  or receipt  thereof,  as
applicable,  copies  of all  notices  received  or sent by the  Borrower  or any
Subsidiary  to or from the holders of any Material  Indebtedness  or any trustee
with respect thereto.

(n) Proposed Amendments,  etc. to Acquisition Documentation.  No later than five
(5) Business Days prior to the  effectiveness  thereof,  copies of substantially
final drafts of any proposed amendment, supplement, waiver or other modification
with respect to any Acquisition Documentation.

(o) Other Information. Within ten (10) days after a request therefor, such other
information  or documents  (financial or otherwise)  relating to the Borrower or
any of its Subsidiaries as the Administrative Agent or any Lender may reasonably
request from time to time.

Section 6.02 Books,  Records and Inspections.  The Borrower will, and will cause
each of its  Subsidiaries  to, (i) keep proper books of record and  account,  in
which full and correct entries shall be made of all financial  transactions  and
the assets and business of the Borrower or such Subsidiary,  as the case may be,
in  accordance  with GAAP;  and  (ii) permit,  upon at least two Business  Days'
notice  to  the  Borrower,   officers  and  designated  representatives  of  the
Administrative  Agent or any of the  Lenders  to visit  and  inspect  any of the
properties  or assets  of the  Borrower  and its  Subsidiaries  in  whomsoever's
possession (but only to the extent the Borrower or such Subsidiary has the right
to do so to the extent in the  possession  of another  Person),  to examine  the
books of account of the  Borrower and any of its  Subsidiaries,  and make copies
thereof and take extracts  therefrom,  and to discuss the affairs,  finances and
accounts of the Borrower and of its Subsidiaries  with, and be advised as to the
same by, its and their  officers and  independent  accountants  and  independent
actuaries,  if any,  all at such  reasonable  times  and  intervals  and to such
reasonable extent as the Administrative Agent or any of the Lenders may request.

Section 6.03 Insurance.

(a) The Borrower will, and will cause each of its  Subsidiaries to, (i) maintain
insurance  coverage by such  insurers  and in such forms and amounts and against
such risks as are generally consistent with the insurance coverage maintained by
the Borrower and its  Subsidiaries  as of the Closing Date,  and (ii)  forthwith
upon the Administrative Agent's or any Lender's written request,  furnish to the
Administrative Agent or such Lender such information about such insurance as the
Administrative  Agent or such Lender may from time to time  reasonably  request,
which  information  shall be  prepared  in form and detail  satisfactory  to the
Administrative  Agent or such Lender and certified by an  Authorized  Officer of
the Borrower.

(b) [Intentionally Omitted.]

(c) If the  Borrower  or any other  Credit  Party  shall  fail to  maintain  any
insurance in accordance with this Section, or if the Borrower or any such Credit
Party  shall fail to so endorse  and  deliver or  deposit  all  endorsements  or
certificates with respect thereto, the Administrative Agent shall have the right
(but shall be under no  obligation)  to procure such  insurance and the Borrower
agrees  to  reimburse  the  Administrative  Agent on  demand  for all  costs and
expenses of procuring such insurance.

Section 6.04 Payment of Taxes and Claims.  The Borrower will pay and  discharge,
and  will  cause  each of its  Subsidiaries  to pay and  discharge,  all  taxes,
assessments  and  governmental  charges  or levies  imposed  upon it or upon its
income or profits, or upon any properties  belonging to it, prior to the date on
which  penalties  attach thereto,  and all lawful claims that, if unpaid,  might
become  a Lien or  charge  upon any  properties  of the  Borrower  or any of its
Subsidiaries;  provided,  however,  that  neither  the  Borrower  nor any of its
Subsidiaries shall be required to pay any such tax, assessment,  charge, levy or
claim that is being contested in good faith and by proper  proceedings if it has
maintained  adequate  reserves  with respect  thereto in  accordance  with GAAP.
Without  limiting the generality of the  foregoing,  the Borrower will, and will
cause each of its  Subsidiaries  to, pay in full all of its wage  obligations to
its  employees  in  accordance  with the Fair  Labor  Standards  Act (29  U.S.C.
Sections 206-207) and any comparable provisions of applicable law.

Section 6.05 Corporate Franchises.  The Borrower will do, and will cause each of
its Material  Subsidiaries  to do, or cause to be done, all things  necessary to
preserve and keep in full force and effect its corporate  existence,  rights and
authority;  provided,  however,  that nothing in this Section shall be deemed to
prohibit any transaction permitted by Section 7.02.

Section  6.06  Good  Repair.  The  Borrower  will,  and will  cause  each of its
Subsidiaries  to,  ensure that its material  properties  and  equipment  used or
useful in its business in whomsoever's  possession they may be, are kept in good
repair,  working order and condition,  normal wear and tear  excepted,  and that
from time to time there are made in such  properties  and  equipment all needful
and proper repairs, renewals, replacements,  extensions,  additions, betterments
and  improvements  thereto,  to  the  extent  and in the  manner  customary  for
companies in similar businesses; provided, however, that nothing in this Section
shall prevent the Borrower from  discontinuing  the operation or  maintenance of
any of such properties if such  discontinuance is, in the reasonable judgment of
the  Borrower,  desirable  in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Lenders.

Section 6.07  Compliance  with Statutes,  etc. The Borrower will, and will cause
each of its  Subsidiaries to, comply with all applicable  statutes,  regulations
and orders of, and all  applicable  restrictions  imposed  by, all  Governmental
Authorities  in respect of the conduct of its business and the  ownership of its
property,  other than those the noncompliance with which would not be reasonably
expected to have a Material Adverse Effect.

Section 6.08  Compliance  with  Environmental  Laws.  Without  limitation of the
covenants contained in Section 6.07:

(a) The Borrower will comply, and will cause each of its Subsidiaries to comply,
with all  Environmental  Laws  applicable to the ownership,  lease or use of all
Real Property now or hereafter owned,  leased or operated by the Borrower or any
of its  Subsidiaries,  and will  promptly  pay or cause to be paid all costs and
expenses incurred in connection with such compliance,  except to the extent that
such compliance with  Environmental Laws is being contested in good faith and by
appropriate proceedings and for which adequate reserves have been established to
the extent required by GAAP, and an adverse  outcome in such  proceedings is not
reasonably expected to have a Material Adverse Effect.

(b) The  Borrower  will  keep or cause to be kept,  and will  cause  each of its
Subsidiaries  to keep or cause to be kept, all such Real Property free and clear
of any Liens imposed  pursuant to such  Environmental  Laws other than Permitted
Liens.

(c) Neither the Borrower nor any of its Subsidiaries will generate,  use, treat,
store, release or dispose of, or permit the generation, use, treatment, storage,
release  or  disposal  of,  Hazardous  Materials  on any  Real  Property  now or
hereafter  owned,  leased or operated by the Borrower or any of its Subsidiaries
or transport or permit the transportation of Hazardous  Materials to or from any
such Real Property other than in compliance with applicable  Environmental  Laws
and in the ordinary course of business.

(d) If  required  to do so  under  any  applicable  order  of  any  Governmental
Authority,  the Borrower will undertake,  and cause each of its  Subsidiaries to
undertake,  any clean up, removal,  remedial or other action necessary to remove
and clean up any Hazardous  Materials  from any Real Property  owned,  leased or
operated by the Borrower or any of its  Subsidiaries in accordance  with, in all
material respects, the requirements of all applicable  Environmental Laws and in
accordance  with,  in all  material  respects,  such orders of all  Governmental
Authorities,  except to the  extent  that the  Borrower  or such  Subsidiary  is
contesting such order in good faith and by appropriate proceedings and for which
adequate reserves have been established to the extent required by GAAP.

Section 6.09 Certain Subsidiaries to Join in Subsidiary  Guaranty.  In the event
that at any time after the Closing Date, (i) the Borrower  acquires,  creates or
has any  Material  Domestic  Subsidiary  that  is not  already  a  party  to the
Subsidiary Guaranty,  or (ii) any Domestic Subsidiary  acquires,  creates or has
any Material Foreign Subsidiary and such Domestic Subsidiary is not party to the
Subsidiary  Guaranty,  the Borrower will  promptly,  but in any event within ten
(10)  Business  Days,  cause such  Subsidiary  to deliver to the  Administrative
Agent, in sufficient  quantities for the Lenders,  (a) a Guaranty Supplement (as
defined in the Subsidiary Guaranty), duly executed by such Subsidiary,  pursuant
to  which  such  Subsidiary  joins in the  Subsidiary  Guaranty  as a  guarantor
thereunder,  and  (b)  resolutions  of the  Board  of  Directors  or  equivalent
governing  body of such  Subsidiary,  certified by the Secretary or an Assistant
Secretary  of such  Subsidiary,  as duly  adopted  and in full force and effect,
authorizing the execution and delivery of such joinder  supplement and the other
Loan  Documents to which such  Subsidiary  is or will be a party,  together with
such  other   corporate   documentation   and  an  opinion  of  counsel  as  the
Administrative  Agent  shall  reasonably  request,  in each  case,  in form  and
substance satisfactory to the Administrative Agent.

Section 6.10      Additional Security; Further Assurances.

(a) Additional Security.  In the event that the Borrower,  any Material Domestic
Subsidiary  or any other  Domestic  Subsidiary  acquires,  creates  or holds any
Equity  Interest  in a  Material  Foreign  Subsidiary  required  to  be  pledged
hereunder or under any Security Document and that is not at the time included in
the Collateral,  the Borrower will promptly notify the  Administrative  Agent in
writing  of such  event,  identifying  the  Equity  Interests  in  question  and
referring specifically to the rights of the Administrative Agent and the Lenders
under this Section 6.10(a), and the Borrower will, or will cause such Subsidiary
to, within ten (10) Business Days following request by the Administrative Agent,
pledge (or cause to be pledged) to the  Administrative  Agent for the benefit of
the Secured  Creditors the certificates  representing 65% of the Equity Interest
in  such  Foreign  Subsidiary  and,  if  applicable,  deliver  the  certificates
representing  such Equity  Interest  together with  appropriate  executed  stock
transfer powers.

(b)  Further  Assurances.  The  Borrower  will,  and  will  cause  each  of  its
Subsidiaries  to,  at the  expense  of the  Borrower,  make,  execute,  endorse,
acknowledge,  file and/or deliver to the Administrative  Agent from time to time
such  conveyances,   financing  statements,  transfer  endorsements,  powers  of
attorney,  certificates,  and  other  assurances  or  instruments  and take such
further  steps  relating  to the  Collateral  covered  by  any  of the  Security
Documents as the Administrative Agent may reasonably require.

Section 6.11 Most Favored Covenant Status. If any Credit Party at any time after
the Closing  Date enters into or modifies any  Material  Indebtedness  Agreement
(other  than any  Material  Indebtedness  Agreement  permitted  by Section  7.04
hereof) such that such Material  Indebtedness  Agreement includes affirmative or
negative  covenants (or any events of default or other type of restriction  that
would have the  practical  effect of any  affirmative  or  negative  business or
financial  covenant,  including,  without  limitation,  any  "put" or  mandatory
prepayment of such  Indebtedness  upon the  occurrence of a "change of control")
that are applicable to any Credit Party, other than those set forth herein or in
any of the other Loan  Documents,  the  Borrower  shall  promptly  so notify the
Administrative  Agent and the Lenders and, if the Administrative  Agent shall so
request by written notice to the Borrower (after a  determination  has been made
by the Required Lenders that such Material  Indebtedness  Agreement contains any
such provisions that either  individually or in the aggregate are more favorable
to the  holders  of such  Indebtedness  than  any of the  provisions  set  forth
herein),  the Borrower,  the Administrative Agent and the Lenders shall promptly
amend this  Agreement  to  incorporate  some or all of such  provisions,  in the
discretion  of the  Administrative  Agent and the  Required  Lenders,  into this
Agreement  and,  to  the  extent  necessary  and  reasonably  desirable  to  the
Administrative  Agent  and the  Required  Lenders,  into any of the  other  Loan
Documents,  all at the  election of the  Administrative  Agent and the  Required
Lenders.

Section 6.12 Senior Debt. The Obligations shall, and the Borrower shall take all
necessary  action to ensure  that the  Obligations  shall,  at all times rank at
least pari passu in right of payment (to the fullest  extent  permitted  by law)
with all other senior Indebtedness of the Borrower and each Domestic Subsidiary.

Section 6.13 Amendment,  Modification or Termination of Material Contracts. Each
Credit  Party  will  give  prompt  notice  to the  Administrative  Agent  of any
cancellation  or termination of any Material  Contract or any amendment or other
modification of any Material Contract or any other action in connection with any
Material  Contract in each case that would reasonably be expected to result in a
Material Adverse Effect.

Section 6.14 Performance of Material  Contracts.  Each Credit Party will perform
and  observe  in all  material  respects  all the terms and  provisions  of each
Material  Contract to be  performed  or observed by it, and no Credit Party will
take any action  that would cause any such  Material  Contract to not be in full
force and effect,  and cause each of its  Subsidiaries  to do so except,  in any
case, where the failure to do so, either individually or in the aggregate, would
not be reasonably likely to have a Material Adverse Effect.

ARTICLE VII.

                               NEGATIVE COVENANTS

The Borrower hereby covenants and agrees that on the Closing Date and thereafter
for so  long  as  this  Agreement  is in  effect  and  until  such  time  as the
Commitments  have been  terminated,  no Notes remain  outstanding and the Loans,
together with interest,  Fees and all other Obligations  incurred  hereunder and
under the other Loan Documents, have been paid in full:

Section  7.01  Changes  in  Business.  Neither  the  Borrower  nor  any  of  its
Subsidiaries will engage in any business if, as a result,  the general nature of
the business,  taken on a consolidated  basis, which would then be engaged in by
the  Borrower  and its  Subsidiaries,  would be  substantially  changed from the
general nature of the business  engaged in by the Borrower and its  Subsidiaries
on the Closing Date.

Section 7.02 Consolidation, Merger, Acquisitions, Asset Sales, etc. The Borrower
will not,  and will not permit any  Subsidiary  to, (i) in the case of  Material
Subsidiaries,  wind up,  liquidate or dissolve its affairs,  (ii) enter into any
transaction  of merger or  consolidation,  (iii)  make or  otherwise  effect any
Acquisition,  (iv) sell or  otherwise  dispose of any of its  property or assets
outside the ordinary course of business,  or otherwise make or otherwise  effect
any Asset  Sale,  or (v) agree to do any of the  foregoing  at any future  time,
except  that,  if no  Default or Event of Default  shall  have  occurred  and be
continuing or would result therefrom, each of the following shall be permitted:

(a) the merger,  consolidation  or  amalgamation  of (i) any  Subsidiary  of the
Borrower  with or into the  Borrower,  provided the Borrower is the surviving or
continuing or resulting corporation; (ii) any Subsidiary of the Borrower with or
into any  Subsidiary  Guarantor,  provided  that the  surviving or continuing or
resulting corporation is a Subsidiary Guarantor; or (iii) any Foreign Subsidiary
of the Borrower with or into any other Foreign Subsidiary of the Borrower;

(b) any Asset Sale by (i) the Borrower to any other Domestic Credit Party,  (ii)
any  Subsidiary  of the  Borrower to any  Domestic  Credit  Party;  or (iii) any
Foreign  Subsidiary  of the  Borrower  to any other  Foreign  Subsidiary  of the
Borrower;

(c) the Borrower or any Subsidiary may make any Acquisition  that is a Permitted
Acquisition,  provided that all of the conditions contained in the definition of
the term Permitted Acquisition are satisfied;

(d) the  Acquisition  of Doble on the  Closing  Date  pursuant  to the  Purchase
Agreement Documentation; and

(e) in addition to any Asset Sale  permitted  above,  the Borrower or any of its
Subsidiaries may consummate any Asset Sale,  provided that (i) the consideration
for each  such  Asset  Sale  represents  fair  value  and at  least  90% of such
consideration  consists  of cash;  (ii) in the case of any Asset Sale  involving
consideration in excess of $5,000,000,  at least five Business Days prior to the
date of completion of such Asset Sale,  the Borrower shall have delivered to the
Administrative Agent an officer's certificate executed by an Authorized Officer,
which certificate  shall contain (A) a description of the proposed  transaction,
the date such  transaction  is scheduled to be  consummated,  the estimated sale
price or other consideration for such transaction,  and (B) a certification that
no Default or Event of Default has occurred and is  continuing,  or would result
from  consummation of such  transaction;  and (iii) the aggregate  amount of all
Asset Sales made pursuant to this subpart during any fiscal year of the Borrower
shall not exceed 20% of Tangible Net Worth of the Borrower.

Section  7.03  Liens.  The  Borrower  will not,  and will not  permit any of its
Subsidiaries to, create,  incur, assume or suffer to exist any Lien upon or with
respect  to any  property  or  assets  of any kind of the  Borrower  or any such
Subsidiary  whether now owned or hereafter  acquired,  except that the foregoing
shall not apply to:

(a)      any Standard Permitted Lien;

(b) Liens in  existence  on the Closing  Date that are listed in  Schedule  7.03
hereto;

(c)  Liens  (i)  that  are  placed  upon  fixed  or  capital  assets,  acquired,
constructed  or improved by the Borrower or any  Subsidiary,  provided  that (A)
such Liens only secure Indebtedness permitted by Section 7.04(c), (B) such Liens
and the  Indebtedness  secured  thereby are incurred prior to or within 120 days
after such  acquisition or the completion of such  construction  or improvement,
(C)  the  Indebtedness  secured  thereby  does  not  exceed  90% of the  cost of
acquiring,  constructing or improving such fixed or capital assets; and (D) such
Liens  shall not apply to any other  property  or assets of the  Borrower or any
Subsidiary;  or (ii)  arising  out of the  refinancing,  extension,  renewal  or
refunding  of any  Indebtedness  secured by any such  Liens,  provided  that the
principal amount of such  Indebtedness is not increased and such Indebtedness is
not secured by any additional assets;

(d) any Lien granted to the Administrative Agent securing any of the Obligations
or any other  Indebtedness of the Credit Parties under the Loan Documents or any
Indebtedness under any Designated Hedge Agreement; or

(e) any Lien arising in the  ordinary  course of business in favor of a customer
of a Domestic  Subsidiary in connection with "bill and hold" sales transactions,
provided  that  such Lien  shall not  encumber  any  property  or assets of such
Domestic  Subsidiary other than the property subject to such bill and hold sales
transaction.

Section 7.04 Indebtedness. The Borrower will not, and will not permit any of its
Subsidiaries  to,  contract,  create,  incur,  assume  or  suffer  to exist  any
Indebtedness of the Borrower or any of its Subsidiaries, except:

(a) Indebtedness incurred under this Agreement and the other Loan Documents;

(b) the  Indebtedness  set forth on Schedule 7.04 hereto,  and any  refinancing,
extension,  renewal or  refunding  of any such  Indebtedness  not  involving  an
increase in the principal amount thereof;

(c) (i) Indebtedness consisting of Capital Lease Obligations of the Borrower and
its  Subsidiaries,  (ii)  Indebtedness  secured by a Lien referred to in Section
7.03(c), and (iii) any refinancing,  extension, renewal or refunding of any such
Indebtedness not involving an increase in the principal amount thereof, provided
the aggregate  outstanding principal amount (using Capitalized Lease Obligations
in lieu of principal  amount,  in the case of any Capital Lease) of Indebtedness
permitted by this subpart (c) shall not exceed 7.5% of Tangible Net Worth of the
Borrower at the time of incurring any such Indebtedness;

(d)   Indebtedness   constituting   Permitted   Foreign   Subsidiary  Loans  and
Investments;

(e) any  intercompany  loans (i) made by the Borrower or any  Subsidiary  of the
Borrower to any Domestic Credit Party; or (ii) made by any Foreign Subsidiary of
the Borrower to any other Foreign Subsidiary of the Borrower;

(f)  Indebtedness of the Borrower and its Subsidiaries  under Hedge  Agreements,
provided such Hedge  Agreements have been entered into in the ordinary course of
business and not for speculative purposes;

(g) Indebtedness  constituting  Guaranty Obligations  permitted by Section 7.05;
and

(h) additional unsecured Indebtedness of the Borrower or any of its Subsidiaries
to the extent not permitted by any of the foregoing  clauses,  provided that the
aggregate  outstanding principal amount of all such Indebtedness does not exceed
$20,000,000 at any time.

Section 7.05  Investments and Guaranty  Obligations.  The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly,  (i) make or
commit to make any Investment or (ii) be or become  obligated under any Guaranty
Obligations, except:

(a)  Investments  by the  Borrower or any of its  Subsidiaries  in cash and Cash
Equivalents;

(b) any  endorsement  of a check or other  medium  of  payment  for  deposit  or
collection, or any similar transaction in the normal course of business;

(c) the  Borrower  and its  Subsidiaries  may acquire and hold  receivables  and
similar  items owing to them in the  ordinary  course of business and payable or
dischargeable in accordance with customary trade terms;

(d)      any Permitted Creditor Investment;

(e) loans and advances to employees for business-related travel expenses, moving
expenses, costs of replacement homes, business machines or supplies, automobiles
and other  similar  expenses,  in each case  incurred in the ordinary  course of
business;

(f) to the extent not  permitted by any of the other  subparts in this  Section,
Investments  existing  as of the Closing  Date and  described  on Schedule  7.05
hereto;

(g) any Guaranty  Obligations  of the Borrower or any Subsidiary in favor of the
Administrative  Agent,  each LC Issuer and the Lenders  and any other  benefited
creditors under any Designated Hedge Agreements pursuant to the Loan Documents;

(h)  Investments  of the  Borrower  and its  Subsidiaries  in  Hedge  Agreements
permitted to be entered into pursuant to this Agreement;

(i) Investments (i) of the Borrower or any of its Subsidiaries in any Subsidiary
existing as of the Closing  Date,  (ii) of the Borrower in any  Domestic  Credit
Party made after the Closing  Date,  (iii) of any  Domestic  Credit Party in any
other  Domestic  Credit Party (other than the  Borrower)  made after the Closing
Date, or (iv) constituting Permitted Foreign Subsidiary Loans and Investments;

(j)  Investments  of any  Foreign  Subsidiary  in any  other  Subsidiary  of the
Borrower;

(k) intercompany loans and advances permitted by Section 7.04(e);

(l) the Acquisitions permitted by Section 7.02;

(m) any Guaranty  Obligation  incurred by any Domestic Credit Party with respect
to Indebtedness of another Domestic Credit Party which Indebtedness is permitted
by Section 7.04; and

(n) the acquisition of Doble pursuant to the Purchase Agreement Documentation.

Section 7.06 Restricted Payments. The Borrower will not, and will not permit any
of its  Subsidiaries  to, declare or make, or agree to pay or make,  directly or
indirectly, any Restricted Payment, except:

(a) the Borrower or any of its  Subsidiaries may declare and pay or make Capital
Distributions  that are payable solely in additional  shares of its common stock
(or warrants, options or other rights to acquire additional shares of its common
stock);

(b) (i) any  Subsidiary  of the  Borrower  may declare  and pay or make  Capital
Distributions to any Domestic Credit Party,  and (ii) any Foreign  Subsidiary of
the  Borrower  may declare and pay or make  Capital  Distributions  to any other
Foreign Subsidiary or to any Domestic Credit Party; and

(c) the Borrower  may  Repurchase  its Equity  Interests,  provided  that (i) no
Default  or Event of Default  shall have  occurred  and be  continuing  or would
result  therefrom,  (ii) the Borrower will be in  compliance  with the financial
covenants  set forth in Section  7.07 after giving pro forma effect to each such
Repurchase,  and  (iii) the  aggregate  amount  of all  Repurchases  made by the
Borrower during any fiscal year shall not exceed $30,000,000.

Section 7.07 Financial Covenants.

(a) Leverage Ratio.  The Borrower will not permit at any time the Leverage Ratio
to be greater  than the maximum  ratio  specified  below for the Testing  Period
opposite such maximum ratio:

  -----------------------------------------------------------------------------
  Testing Period ending                                   Maximum Ratio
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
  December 31, 2007 and March 31, 2008                     4.00 to 1.00
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
  June 30, 2008 and thereafter                              3.5 to 1.00
  -----------------------------------------------------------------------------


(b)  Interest  Coverage  Ratio.  The  Borrower  will not  permit at any time the
Interest Coverage Ratio to be less than 3.0 to 1.0.

Section 7.08  Limitation on Certain  Restrictive  Agreements.  The Borrower will
not, and will not permit any of its  Subsidiaries  to,  directly or  indirectly,
enter into, incur or permit to exist or become effective,  any "negative pledge"
covenant  or  other  agreement,   restriction  or  arrangement  that  prohibits,
restricts or imposes any  condition  upon (a) the ability of the Borrower or any
Subsidiary to create, incur or suffer to exist any Lien upon any of its property
or  assets  as  security  for  Indebtedness,  or (b)  the  ability  of any  such
Subsidiary to make Capital  Distributions or any other interest or participation
in its profits owned by the Borrower or any  Subsidiary of the Borrower,  or pay
any  Indebtedness  owed to the Borrower or a Subsidiary of the  Borrower,  or to
make  loans  or  advances  to  the  Borrower  or any  of  the  Borrower's  other
Subsidiaries,  or transfer  any of its property or assets to the Borrower or any
of the Borrower's  other  Subsidiaries,  except for such  restrictions  existing
under or by reason of (i) applicable law, (ii) this Agreement and the other Loan
Documents,  (iii) customary provisions  restricting  subletting or assignment of
any lease governing a leasehold interest,  (iv) customary provisions restricting
assignment of any  licensing  agreement  entered into in the ordinary  course of
business,   (v)  customary  provisions   restricting  the  transfer  or  further
encumbering of assets subject to Liens  permitted  under Section  7.03(c),  (vi)
customary  restrictions  affecting  only a Subsidiary of the Borrower  under any
agreement  or  instrument  governing  any of the  Indebtedness  of a  Subsidiary
permitted  pursuant to Section  7.04,  (vii) restrictions  affecting any Foreign
Subsidiary  of the Borrower  under any  agreement or  instrument  governing  any
Indebtedness of such Foreign Subsidiary  permitted pursuant to Section 7.04, and
customary restrictions contained in "comfort" letters and guarantees of any such
Indebtedness,  (viii) any document  relating to  Indebtedness  secured by a Lien
permitted by Section  7.03,  insofar as the  provisions  thereof limit grants of
junior liens on the assets  securing such  Indebtedness,  and (ix) any Operating
Lease or Capital  Lease,  insofar as the  provisions  thereof  limit grants of a
security interest in, or other assignments of, the related leasehold interest to
any other Person.

Section 7.09 Transactions  with Affiliates.  The Borrower will not, and will not
permit any Subsidiary to, enter into any  transaction or series of  transactions
with any Affiliate (other than, in the case of the Borrower, any Subsidiary, and
in the case of a Subsidiary,  the Borrower or another  Subsidiary) other than in
the ordinary  course of business of and pursuant to the reasonable  requirements
of the  Borrower's or such  Subsidiary's  business and upon fair and  reasonable
terms  no less  favorable  to the  Borrower  or such  Subsidiary  than  would be
obtained in a comparable  arm's-length  transaction  with a Person other than an
Affiliate,  except (i) sales of goods to an  Affiliate  for use or  distribution
outside the United States that in the good faith judgment of the Borrower comply
with any  applicable  legal  requirements  of the Code, or (ii)  agreements  and
transactions with and payments to officers,  directors and shareholders that are
either (A) entered into in the ordinary course of business and not prohibited by
any of the  provisions  of this  Agreement,  or  (B) entered  into  outside  the
ordinary  course of business,  approved by the directors or  shareholders of the
Borrower,  and not  prohibited by any of the  provisions of this Agreement or in
violation of any law, rule or regulation.

Section 7.10 Plan Terminations, Minimum Funding, etc. The Borrower will not, and
will not  permit any  Subsidiary  of the  Borrower  or ERISA  Affiliate  to, (i)
terminate  any Plan or Plans so as to result in liability of the Borrower or any
ERISA  Affiliate to the PBGC in excess of, in the aggregate,  the amount that is
equal to 5% of the Borrower's  Consolidated Net Worth as of the date of the then
most  recent  financial  statements  furnished  to the  Lenders  pursuant to the
provisions  of this  Agreement,  (ii) permit  to  exist  one or more  events  or
conditions  that present a material risk of the  termination  by the PBGC of any
Plan or Plans  with  respect  to which the  Borrower  or any  Subsidiary  of the
Borrower  or ERISA  Affiliate  would,  in the event of such  termination,  incur
liability to the PBGC in excess of such amount in the  aggregate,  (iii) fail to
comply with the minimum funding  standards of ERISA and the Code with respect to
any Plan, or (iv) incur an obligation to contribute to, or become a contributing
sponsor   (as  such  term  is  defined  in  Section   4001  of  ERISA)  in,  any
Multi-Employer Plan or Multiple Employer Plan.

Section  7.11 Hedge  Agreements.  The  Borrower  shall  obtain,  and  thereafter
maintain  in  effect  for a period  of two (2) years  after  the  Closing  Date,
interest rate Hedge  Agreements  with respect to at least  $75,000,000 of Loans,
and such Hedge Agreements  shall conform to ISDA standards and otherwise,  be in
the form and substance satisfactory to the Administrative Agent.

Section 7.12 Amendments to Acquisition Documentation.  Without the prior written
consent of the  Administrative  Agent, no Credit Party will, and no Credit Party
will permit any of its  Subsidiaries to, amend,  supplement,  waive or otherwise
modify,  or  consent  or agree to any  amendment,  supplement,  waiver  or other
modification  to, or enter into any forbearance  from exercising any rights with
respect to, the terms or provisions contained in any Acquisition  Documentation,
except for  (a) any  amendment,  supplement,  waiver or other  modification  for
purposes of curing any  ambiguity or correcting  any  provision  therein that is
defective or inconsistent with the Acquisition  Documentation for the applicable
acquisition,  as the Borrower shall  reasonably  deem necessary or desirable and
which shall not adversely  affect the  Administrative  Agent and the Lenders and
(b) any  amendment,  supplement,  waiver  or  other  modification  that,  in the
aggregate with all other such  amendments,  supplements and  modifications,  (x)
does not modify any provision of any agreement providing for an earnout or other
contingent  purchase price such that a larger payment would be due by any Credit
Party  or any  payment  would be  required  to made by any  Credit  Party at any
earlier date,  (y) does not modify any indemnities or licenses  furnished to any
Credit Party or any of its Subsidiaries  such that, after giving effect thereto,
such  indemnities  or licenses shall be less favorable to such interests of such
Credit Party and such  Subsidiaries  or the Lenders and (z) could not reasonably
be expected to have a Material Adverse Effect.

Section  7.13  Anti-Terrorism   Laws.  Neither  the  Borrower  nor  any  of  its
Subsidiaries shall be subject to or in violation of any law, regulation, or list
of any government  agency  (including,  without  limitation,  the U.S. Office of
Foreign Asset Control  list,  Executive  Order No. 13224 or the USA Patriot Act)
that prohibits or limits the conduct of business with or the receiving of funds,
goods or services to or for the benefit of certain Persons  specified therein or
that  prohibits  or limits any Lender or LC Issuer  from  making any  advance or
extension of credit to the Borrower or from otherwise  conducting  business with
the Borrower.

ARTICLE VIII.

                                EVENTS OF DEFAULT

Section  8.01 Events of Default.  Any of the  following  specified  events shall
constitute an Event of Default (each an "Event of Default"):

(a) Payments: the Borrower shall (i) default in the payment when due (whether at
maturity,  on a date  fixed  for a  scheduled  repayment,  on a date on  which a
required  prepayment  is to be made,  upon  acceleration  or  otherwise)  of any
principal of the Loans or any reimbursement  obligation in respect of any Unpaid
Drawing;  or (ii)  default,  and such default  shall  continue for three or more
Business Days, in the payment when due of any interest on the Loans, any Fees or
any other Obligations; or

(b) Representations, etc.: any representation, warranty or statement made by the
Borrower or any other Credit  Party  herein or in any other Loan  Document or in
any  statement or  certificate  delivered  or required to be delivered  pursuant
hereto or thereto  shall prove to be untrue in any material  respect on the date
as of which made or deemed made; or

(c) Certain  Covenants:  the Borrower  shall default in the due  performance  or
observance by it of any term,  covenant or agreement contained in Sections 6.01,
6.09, 6.10, 6.11, 6.12 or Article VII of this Agreement; or

(d) Other  Covenants:  any Credit Party shall default in the due  performance or
observance by it of any term,  covenant or agreement contained in this Agreement
or any other Loan Document  (other than those referred to in Section  8.01(a) or
(b) or (c) above)  and such  default  is not  remedied  within 30 days after the
earlier of (i) an Authorized Officer of any Credit Party obtaining  knowledge of
such default or (ii) the Borrower  receiving written notice of such default from
the  Administrative  Agent  or the  Required  Lenders  (any  such  notice  to be
identified  as  a  "notice  of  default"  and  to  refer  specifically  to  this
paragraph); or

(e)  Cross  Default  Under  Other  Agreements:   the  Borrower  or  any  of  its
Subsidiaries  shall  (i) default  in any payment  with  respect to any  Material
Indebtedness (other than the Obligations), and such default shall continue after
the applicable  grace period,  if any,  specified in the agreement or instrument
relating to such  Material  Indebtedness,  or (ii) default in the  observance or
performance  of  any  agreement  or  condition  relating  to any  such  Material
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating  thereto  (and  all  grace  periods   applicable  to  such  observance,
performance or condition shall have expired),  or any other event shall occur or
condition  exist,  the effect of which default or other event or condition is to
cause,  or to permit the holder or holders of such Material  Indebtedness  (or a
trustee or agent on behalf of such holder or holders) to cause any such Material
Indebtedness  to become due prior to its stated  maturity;  or any such Material
Indebtedness of the Borrower or any of its Subsidiaries  shall be declared to be
due and payable,  or shall be required to be prepaid  (other than by a regularly
scheduled  required  prepayment  or  redemption,  prior to the  stated  maturity
thereof);  or (iii) without limitation of the foregoing clauses,  default in any
payment  obligation under a Designated  Hedge Agreement,  and such default shall
continue after the applicable grace period, if any, specified in such Designated
Hedge Agreement or any other agreement or instrument relating thereto; or

(f) Invalidity of Loan  Documents or Liens:  any provision of any Loan Document,
at any time after its  execution  and  delivery and for any reason other than as
expressly  permitted  hereunder or under such Loan Document or  satisfaction  in
full of all the  Obligations,  ceases  to be in full  force and  effect;  or any
Credit  Party or any  other  Person  contests  in any  manner  the  validity  or
enforceability of any provision of any Loan Document; or any Credit Party denies
that it has any or further  liability or obligation under any Loan Document,  or
purports to revoke, terminate or rescind any Loan Document or the Administrative
Agent fails to have; or

(g)  Judgments:  (i) one or more  judgments,  orders or decrees shall be entered
against the Borrower and/or any of its Subsidiaries involving a liability (other
than a liability  covered by  insurance,  as to which the  carrier has  adequate
claims  paying  ability  and  has  not  effectively   reserved  its  rights)  of
$10,000,000 or more in the aggregate for all such judgments,  orders and decrees
for the  Borrower  and its  Subsidiaries,  and any such  judgments  or orders or
decrees  shall not have been  vacated,  discharged  or stayed or bonded  pending
appeal within 30 days (or such longer period,  not in excess of 60 days,  during
which enforcement  thereof,  and the filing of any judgment lien, is effectively
stayed or  prohibited)  from the entry thereof;  or (ii) one or more  judgments,
orders or  decrees  shall be  entered  against  the  Borrower  and/or any of its
Subsidiaries involving a required divestiture of any material properties, assets
or business reasonably  estimated to have a fair value in excess of $10,000,000,
and any  such  judgments,  orders  or  decrees  shall  not  have  been  vacated,
discharged  or stayed or bonded  pending  appeal  within 30 days (or such longer
period,  not in excess of 60 days,  during which  enforcement  thereof,  and the
filing of any judgment lien, is effectively stayed or prohibited) from the entry
thereof; or

(h)  Insolvency  Event:  any  Insolvency  Event shall occur with  respect to the
Borrower or any Subsidiary of the Borrower; or

(i)  ERISA:  (i) any of the events  described  in clauses  (i)  through  (xi) of
Section  6.01(f) shall have  occurred;  or (ii) there shall result from any such
event or events the imposition of a Lien,  the granting of a security  interest,
or a liability or a material risk of incurring a liability;

(j) Change of Control: if there occurs a Change of Control; or

(k)  Environmental:  any of the events  described in clauses (i) through (iv) of
Section  6.01(g)  shall have occurred and any such event or events or liability,
individually,  and/or in the aggregate, has had, or could reasonably be expected
to result in liabilities in excess of $10,000,000.

Section 8.02 Remedies.  Upon the occurrence of any Event of Default,  and at any
time  thereafter,  if any  Event  of  Default  shall  then  be  continuing,  the
Administrative Agent shall, upon the written request of the Required Lenders, by
written  notice  to the  Borrower,  take  any or all of the  following  actions,
without  prejudice  to the rights of the  Administrative  Agent or any Lender to
enforce its claims  against the Borrower or any other Credit Party in any manner
permitted under applicable law:

(a) declare the Commitments terminated,  whereupon the Commitment of each Lender
shall forthwith terminate immediately without any other notice of any kind;

(b) declare the  principal of and any accrued  interest in respect of all Loans,
all Unpaid Drawings and all other Obligations  (other than any Obligations under
any Designated  Hedge Agreement) owing hereunder and thereunder to be, whereupon
the same shall become,  forthwith due and payable without  presentment,  demand,
protest  or other  notice of any kind,  all of which  are  hereby  waived by the
Borrower;

(c) terminate any Letter of Credit that may be terminated in accordance with its
terms; or

(d) exercise any other right or remedy available under any of the Loan Documents
or applicable law;

provided that, if an Event of Default  specified in Section 8.01(h) shall occur,
the  result  that  would  occur  upon  the  giving  of  written  notice  by  the
Administrative  Agent as  specified  in clauses (a) and/or (b) above shall occur
automatically without the giving of any such notice.

Section 8.03  Application  of Certain  Payments and  Proceeds.  All payments and
other amounts  received by the  Administrative  Agent or any Lender  through the
exercise of remedies  hereunder or under the other Loan Documents shall,  unless
otherwise  required by the terms of the other Loan  Documents  or by  applicable
law, be applied as follows:

(i) first, to the payment of that portion of the Obligations  constituting fees,
indemnities  and  expenses  and other  amounts  (including  attorneys'  fees and
amounts  due under  Article  III)  payable  to the  Administrative  Agent in its
capacity as such;

(ii)  second,  to the payment of that  portion of the  Obligations  constituting
fees,  indemnities and expenses (including attorneys' fees and amounts due under
Article  III)  payable to each Lender or each LC Issuer,  ratably  among them in
proportion to the aggregate of all such amounts;

(iii) third,  to the  payment of that  portion of the  Obligations  constituting
     accrued and unpaid  interest on the Loans and Unpaid  Drawings with respect
     to Letters of  Credit,  ratably  among the  Lenders  in  proportion  to the
     aggregate of all such amounts;

(iv) fourth,  pro rata to the  payment of (A) that  portion  of the  Obligations
     constituting  unpaid  principal of the Loans and Unpaid  Drawings,  ratably
     among the Lenders and each LC Issuer in  proportion to the aggregate of all
     such amounts,  and (B) the amounts due to Designated  Hedge Creditors under
     Designated Hedge Agreements  subject to confirmation by the  Administrative
     Agent that any calculations of termination or other payment obligations are
     being made in accordance with normal industry practice;

(v)  fifth,  to the  Administrative  Agent for the  benefit of each LC Issuer to
     cash collateralize the Stated Amount of outstanding Letters of Credit;

(vi) sixth, to the payment of all other  Obligations of the Credit Parties owing
     under or in respect of the Loan  Documents that are then due and payable to
     the  Administrative  Agent,  each LC  Issuer,  the Swing Line  Lender,  the
     Lenders  and  the  Designated  Hedge  Creditors,  ratably  based  upon  the
     respective  aggregate amounts of all such Obligations owing to them on such
     date; and

(vii) finally, any remaining surplus after all of the Obligations have been paid
     in full,  to the  Borrower  or to  whomsoever  shall be  lawfully  entitled
     thereto.

ARTICLE IX.

                            THE ADMINISTRATIVE AGENT

Section 9.01 Appointment. Each Lender hereby irrevocably designates and appoints
National City Bank to act as specified  herein and in the other Loan  Documents,
and each such Lender  hereby  irrevocably  authorizes  National City Bank as the
Administrative  Agent for such  Lender,  to take such action on its behalf under
the  provisions of this  Agreement and the other Loan  Documents and to exercise
such  powers  and  perform  such  duties  as  are  expressly  delegated  to  the
Administrative  Agent  by the  terms  of  this  Agreement  and  the  other  Loan
Documents, together with such other powers as are reasonably incidental thereto.
The  Administrative  Agent  agrees  to act as such upon the  express  conditions
contained  in  this  Article.  Notwithstanding  any  provision  to the  contrary
elsewhere in this Agreement,  the Administrative Agent shall not have any duties
or  responsibilities,  except those  expressly  set forth herein or in the other
Loan Documents, nor any fiduciary relationship with any Lender or LC Issuer, and
no  implied  covenants,  functions,  responsibilities,  duties,  obligations  or
liabilities  shall be read into this  Agreement or otherwise  exist  against the
Administrative  Agent. The provisions of this Article are solely for the benefit
of the Administrative  Agent and the Lenders, and no Credit Party shall have any
rights  as a  third-party  beneficiary  of  any  of the  provisions  hereof.  In
performing  its functions and duties under this  Agreement,  the  Administrative
Agent shall act solely as agent of the Lenders and does not assume and shall not
be deemed to have assumed any obligation or relationship of agency or trust with
or for the Borrower or any of its Subsidiaries.

Section 9.02 Delegation of Duties. The  Administrative  Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
sub-agents  or  attorneys-in-fact,  and shall be  entitled  to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents, sub-agents or
attorneys-in-fact  selected  by it with  reasonable  care  except to the  extent
otherwise required by Section 9.03.

Section 9.03 Exculpatory Provisions. Neither the Administrative Agent nor any of
its Related Parties shall be (a) liable for any action lawfully taken or omitted
to be taken by it or such Person under or in connection  with this  Agreement or
any other Loan  Document  (except  for its or such  Related  Parties'  own gross
negligence or willful misconduct) or (b) responsible in any manner to any of the
Lenders for any recitals, statements,  representations or warranties made by the
Borrower  or any of  its  Subsidiaries  or  any  of  their  respective  officers
contained  in this  Agreement,  any other Loan  Document or in any  certificate,
report,  statement or other document referred to or provided for in, or received
by the  Administrative  Agent under or in connection with, this Agreement or any
other Loan Document or for any failure of the Borrower or any  Subsidiary of the
Borrower  or any  of  their  respective  officers  to  perform  its  obligations
hereunder  or  thereunder.  The  Administrative  Agent  shall  not be under  any
obligation  to any Lender to  ascertain  or to inquire as to the  observance  or
performance  of any of the  agreements  contained  in, or  conditions  of,  this
Agreement or any other Loan  Document,  or to inspect the  properties,  books or
records of the Borrower or any  Subsidiary of the Borrower.  The  Administrative
Agent shall not be responsible to any Lender for the effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
Loan  Document or for any  representations,  warranties,  recitals or statements
made  herein or  therein  or made in any  written  or oral  statement  or in any
financial or other statements,  instruments,  reports, certificates or any other
documents  in  connection  herewith  or  therewith  furnished  or  made  by  the
Administrative Agent to the Lenders or by or on behalf of the Borrower or any of
its  Subsidiaries  to the  Administrative  Agent or any Lender or be required to
ascertain or inquire as to the  performance  or  observance of any of the terms,
conditions,  provisions,  covenants or agreements contained herein or therein or
as to the use of the  proceeds  of the  Loans or of the  existence  or  possible
existence of any Default or Event of Default.

Section 9.04 Reliance by Administrative Agent. The Administrative Agent shall be
entitled  to rely,  and  shall be fully  protected  in  relying,  upon any note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, e-mail or other electronic transmission, facsimile transmission, telex
or teletype message, statement, order or other document or conversation believed
by it, in good faith, to be genuine and correct and to have been signed, sent or
made by the proper  Person or Persons  and upon advice and  statements  of legal
counsel (including,  without  limitation,  counsel to the Borrower or any of its
Subsidiaries),  independent  accountants  and  other  experts  selected  by  the
Administrative  Agent.  The  Administrative  Agent shall be fully  justified  in
failing or refusing to take any action  under this  Agreement  or any other Loan
Document  unless  it shall  first  receive  such  advice or  concurrence  of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction  by the Lenders  against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative  Agent  shall in all cases be fully  protected  in acting,  or in
refraining  from acting,  under this  Agreement and the other Loan  Documents in
accordance  with a request of the  Required  Lenders or all of the  Lenders,  as
applicable,  as to any  matter  that,  pursuant  to Section  11.12,  can only be
effectuated with the consent of all Required Lenders, or all applicable Lenders,
as the case may be),  and such  request  and any action  taken or failure to act
pursuant thereto shall be binding upon all the Lenders.

Section 9.05 Notice of Default.  The Administrative Agent shall not be deemed to
have  knowledge or notice of the  occurrence  of any Default or Event of Default
hereunder unless the  Administrative  Agent has received notice from a Lender or
the Borrower  referring to this  Agreement,  describing such Default or Event of
Default  and  stating  that  such  notice  is a  "notice  of  default."  If  the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders.  The Administrative  Agent shall take such
action with respect to such  Default or Event of Default as shall be  reasonably
directed by the Required Lenders;  provided,  however, that unless and until the
Administrative  Agent shall have received such  directions,  the  Administrative
Agent may (but shall not be  obligated  to) take such  action,  or refrain  from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

Section 9.06 Non-Reliance.  Each Lender expressly  acknowledges that neither the
Administrative Agent nor any of its Related Parties has made any representations
or  warranties  to it and that no act by the  Administrative  Agent  hereinafter
taken, including,  without limitation, any review of the affairs of the Borrower
or any of its Subsidiaries,  shall be deemed to constitute any representation or
warranty by the  Administrative  Agent to any Lender.  Each Lender represents to
the  Administrative  Agent that it has,  independently and without reliance upon
the  Administrative  Agent, or any other Lender, and based on such documents and
information  as it  has  deemed  appropriate,  made  its  own  appraisal  of and
investigation into the business,  assets,  operations,  property,  financial and
other  conditions,  prospects  and  creditworthiness  of the  Borrower  and  its
Subsidiaries  and made its own  decision to make its Loans  hereunder  and enter
into this Agreement. Each Lender also represents that it will, independently and
without reliance upon the  Administrative  Agent, or any other Lender, and based
on such  documents and  information  as it shall deem  appropriate  at the time,
continue to make its own credit analysis,  appraisals and decisions in taking or
not taking action under this  Agreement,  and to make such  investigation  as it
deems  necessary  to  inform  itself  as to the  business,  assets,  operations,
property, financial and other conditions,  prospects and creditworthiness of the
Borrower and its Subsidiaries.  The Administrative Agent shall not have any duty
or  responsibility  to provide any Lender  with any credit or other  information
concerning  the  business,  operations,  assets,  property,  financial and other
conditions,  prospects  or  creditworthiness  of  the  Borrower  or  any  of its
Subsidiaries  that may come into the possession of the  Administrative  Agent or
any of its Related Parties.

Section  9.07 No  Reliance on  Administrative  Agent's  Customer  Identification
Program.  Each Lender  acknowledges and agrees that neither such Lender, nor any
of its  Affiliates,  participants or assignees,  may rely on the  Administrative
Agent to carry  out such  Lender's,  Affiliate's,  participant's  or  assignee's
customer  identification program, or other obligations required or imposed under
or pursuant to the USA Patriot Act or the regulations thereunder,  including the
regulations  contained in 31 CFR 103.121 (as hereafter amended or replaced,  the
"CIP  Regulations"),  or any other  Anti-Terrorism  Law,  including any programs
involving  any of the  following  items  relating to or in  connection  with the
Borrower  or any of its  Subsidiaries,  any of their  respective  Affiliates  or
agents,  the Loan  Documents or the  transactions  hereunder:  (a) any  identity
verification  procedures,  (b) any  record  keeping,  (c) any  comparisons  with
government lists,  (d) any customer notices or (e) any other procedures required
under the CIP Regulations or such other laws.

Section 9.08 USA Patriot Act. Each Lender or assignee or participant of a Lender
that is not organized  under the laws of the United States of America or a state
thereof (and is not excepted  from the  certification  requirement  contained in
Section 313 of the USA Patriot Act and the applicable  regulations because it is
both (a) an affiliate of a depository institution or foreign bank that maintains
a physical presence in the United States or foreign country,  and (b) subject to
supervision  by  a  banking  authority  regulating  such  affiliated  depository
institution  or foreign  bank)  shall  deliver to the  Administrative  Agent the
certification, or, if applicable,  recertification,  certifying that such Lender
is not a "shell" and  certifying to other matters as required by  Section 313 of
the USA Patriot Act and the applicable regulations: (i) within 10 days after the
Closing Date, and (ii) at such other times as are required under the USA Patriot
Act.

Section 9.09 Indemnification.  The Lenders agree to indemnify the Administrative
Agent and its Related Parties,  ratably according to their pro rata share of the
Aggregate Credit Facility Exposure (excluding Swing Loans), from and against any
and  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits,  costs,  reasonable  expenses  or  disbursements  of any kind
whatsoever  that may at any time  (including,  without  limitation,  at any time
following the payment of the Obligations) be imposed on, incurred by or asserted
against the Administrative  Agent or such Related Parties in any way relating to
or arising out of this  Agreement or any other Loan  Document,  or any documents
contemplated by or referred to herein or the transactions contemplated hereby or
any  action  taken or omitted  to be taken by the  Administrative  Agent or such
Related  Parties under or in connection  with any of the foregoing,  but only to
the extent  that any of the  foregoing  is not paid by the  Borrower;  provided,
however,  that no Lender shall be liable to the  Administrative  Agent or any of
its  Related  Parties  for the  payment  of any  portion  of  such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements to the extent resulting solely from the Administrative
Agent's or such Related Parties' gross negligence or willful misconduct.  If any
indemnity furnished to the Administrative  Agent or any such Related Parties for
any purpose shall, in the opinion of the  Administrative  Agent, be insufficient
or become impaired,  the Administrative  Agent may call for additional indemnity
and  cease,  or not  commence,  to do the acts  indemnified  against  until such
additional indemnity is furnished.  The agreements in this Section shall survive
the payment of all Obligations.

Section 9.10 The Administrative Agent in Individual Capacity. The Administrative
Agent and its Affiliates  may make loans to, accept  deposits from and generally
engage in any kind of business with the  Borrower,  its  Subsidiaries  and their
Affiliates as though not acting as Administrative Agent hereunder.  With respect
to the Loans  made by it and all  Obligations  owing to it,  the  Administrative
Agent shall have the same rights and powers  under this  Agreement as any Lender
and may exercise the same as though it were not the  Administrative  Agent,  and
the terms "Lender" and "Lenders" shall include the  Administrative  Agent in its
individual capacity.

Section 9.11 Successor Administrative Agent. The Administrative Agent may resign
at any time upon not less than 30 days notice to the Lenders, each LC Issuer and
the  Borrower.  Upon  receipt of any such notice of  resignation,  the  Required
Lenders shall have the right,  in consultation  with the Borrower,  to appoint a
successor.  If no such  successor  shall have been so  appointed by the Required
Lenders  and shall have  accepted  such  appointment  within  30 days  after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and each LC Issuer,  appoint a
successor  Administrative Agent;  provided,  however, that if the Administrative
Agent shall  notify the  Borrower  and the  Lenders  that no such  successor  is
willing to accept such  appointment,  then such  resignation  shall  nonetheless
become   effective  in  accordance   with  such  notice  and  (i) the   retiring
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
hereunder  and under the other Loan  Documents  (except  that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or
any LC Issuer under any of the Loan Documents, the retiring Administrative Agent
shall continue to hold such  collateral  security until such time as a successor
Administrative  Agent is appointed) and (ii) all  payments,  communications  and
determinations  provided to be made by, to or through the  Administrative  Agent
shall  instead be made by or to each Lender and LC Issuer  directly,  until such
time as the  Required  Lenders  appoint  a  successor  Administrative  Agent  as
provided  for above in this  paragraph.  Upon the  acceptance  of a  successor's
appointment as Administrative  Agent hereunder,  such successor shall succeed to
and become vested with all of the rights,  powers,  privileges and duties of the
retiring  (or retired)  Administrative  Agent,  and the retiring  Administrative
Agent shall be discharged  from all of its duties and  obligations  hereunder or
under the other Loan Documents (if not already discharged  therefrom as provided
above in this  paragraph).  The fees  payable  by the  Borrower  to a  successor
Administrative  Agent  shall  be the same as those  payable  to its  predecessor
unless  otherwise  agreed  between the  Borrower and such  successor.  After the
retiring  Administrative  Agent's resignation hereunder and under the other Loan
Documents,  the  provisions of this Article and Section 11.02 shall  continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and
their  respective  Related Parties in respect of any actions taken or omitted to
be taken by any of them while the  retiring  Administrative  Agent was acting as
Administrative Agent.

Section  9.12  Other  Agents.  Any  Lender  identified  herein  as  a  Co-Agent,
Syndication Agent,  Documentation Agent, Managing Agent, Manager, Lead Arranger,
Arranger or any other corresponding  title, other than  "Administrative  Agent,"
shall have no right, power, obligation, liability,  responsibility or duty under
this Agreement or any other Loan Document except those applicable to all Lenders
as such. Each Lender  acknowledges that it has not relied, and will not rely, on
any Lender so identified  in deciding to enter into this  Agreement or in taking
or not taking any action hereunder.

ARTICLE X.

                                    GUARANTY

Section 10.01  Guaranty by the  Borrower.  The Borrower  hereby  unconditionally
guarantees,  for the benefit of the  Benefited  Creditors,  all of the following
(collectively,  the "Borrower  Guaranteed  Obligations"):  (a) all reimbursement
obligations and Unpaid Drawings with respect to Letters of Credit issued for the
benefit of any LC Obligor (other than the Borrower)  under this  Agreement,  and
(b) all amounts, indemnities and reimbursement obligations,  direct or indirect,
contingent or absolute,  of every type or description,  and at any time existing
owing by any Subsidiary of the Borrower under any Designated  Hedge Agreement or
any other document or agreement  executed and delivered in connection  therewith
to any Designated Hedge Creditor,  in all cases under subparts (a) or (b) above,
whether now  existing,  or  hereafter  incurred or arising,  including  any such
interest  or other  amounts  incurred  or  arising  during the  pendency  of any
bankruptcy,  insolvency,  reorganization,  receivership  or similar  proceeding,
regardless of whether  allowed or allowable in such  proceeding or subject to an
automatic stay under Section 362(a) of the Bankruptcy Code). Upon failure by any
Credit Party to pay punctually any of the Borrower Guaranteed  Obligations,  the
Borrower shall  forthwith on demand by the  Administrative  Agent pay the amount
not so paid  at the  place  and in the  currency  and  otherwise  in the  manner
specified in this Agreement or any other applicable agreement or instrument.

Section 10.02 Additional Undertaking.  As a separate,  additional and continuing
obligation,  the Borrower unconditionally and irrevocably undertakes and agrees,
for the benefit of the Benefited  Creditors that, should any Borrower Guaranteed
Obligations  not be  recoverable  from the Borrower  under Section 10.01 for any
reason whatsoever (including,  without limitation, by reason of any provision of
any Loan Document or any other  agreement or  instrument  executed in connection
therewith being or becoming void, unenforceable,  or otherwise invalid under any
applicable  law) then,  notwithstanding  any notice or knowledge  thereof by any
Lender, the  Administrative  Agent, any of their respective  Affiliates,  or any
other  person,  at any time,  the  Borrower as sole,  original  and  independent
obligor,  upon  demand by the  Administrative  Agent,  will make  payment to the
Administrative  Agent, for the account of the Benefited  Creditors,  of all such
obligations  not so recoverable by way of full  indemnity,  in such currency and
otherwise  in such  manner as is  provided  in the Loan  Documents  or any other
applicable agreement or instrument.

Section 10.03 Guaranty Unconditional. The obligations of the Borrower under this
Article shall be unconditional and absolute and, without limiting the generality
of the foregoing shall not be released,  discharged or otherwise affected by the
occurrence, one or more times, of any of the following:

(a) any extension, renewal, settlement, compromise, waiver or release in respect
to the Borrower  Guaranteed  Obligations  under any agreement or instrument,  by
operation of law or otherwise;

(b) any modification or amendment of or supplement to this Agreement,  any Note,
any other Loan Document,  or any agreement or instrument  evidencing or relating
to any Company Guaranteed Obligation;

(c) any release, non-perfection or invalidity of any direct or indirect security
for the  Borrower  Guaranteed  Obligations  under any  agreement  or  instrument
evidencing or relating to any Borrower Guaranteed Obligations;

(d) any change in the corporate existence,  structure or ownership of any Credit
Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other
similar proceeding  affecting any Credit Party or other Subsidiary or its assets
or any resulting  release or discharge of any  obligation of any Credit Party or
other Subsidiary contained in any agreement or instrument evidencing or relating
to any of the Borrower Guaranteed Obligations;

(e) the  existence of any claim,  set-off or other rights which the Borrower may
have at any time against any other Credit Party, the  Administrative  Agent, any
Lender,  any Affiliate of any Lender or any other Person,  whether in connection
herewith or any unrelated transactions;

(f) any invalidity or  unenforceability  relating to or against any other Credit
Party for any reason of any  agreement or  instrument  evidencing or relating to
any of the Borrower Guaranteed  Obligations,  or any provision of applicable law
or  regulation  purporting to prohibit the payment by any Credit Party of any of
the Borrower Guaranteed Obligations; or

(g) any  other  act or  omission  of any kind by any  other  Credit  Party,  the
Administrative  Agent, any Lender or any other Person or any other  circumstance
whatsoever  which might,  but for the  provisions of this Article,  constitute a
legal or equitable  discharge of the Borrower's  obligations  under this Section
other  than  the  irrevocable   payment  in  full  of  all  Borrower  Guaranteed
Obligations.

Section  10.04  Borrower  Obligations  to Remain  in  Effect;  Restoration.  The
Borrower's  obligations under this Article shall remain in full force and effect
until the Commitments  shall have terminated,  and the principal of and interest
on the Notes and other Borrower  Guaranteed  Obligations,  and all other amounts
payable by the Borrower,  any other Credit Party or other Subsidiary,  under the
Loan  Documents or any other  agreement or instrument  evidencing or relating to
any of the Borrower Guaranteed Obligations,  shall have been paid in full. If at
any time any payment of any of the Borrower Guaranteed  Obligations is rescinded
or must be otherwise  restored or returned  upon the  insolvency,  bankruptcy or
reorganization  of such Credit  Party,  the  Borrower's  obligations  under this
Article with respect to such payment  shall be reinstated at such time as though
such  payment had been due but not made at such time.  Section  10.05  Waiver of
Acceptance, etc. The Borrower irrevocably waives acceptance hereof, presentment,
demand,  protest  and  any  notice  not  provided  for  herein,  as  well as any
requirement that at any time any action be taken by any person against any other
Credit Party or any other Person,  or against any  collateral or guaranty of any
other Person.

Section 10.06 Subrogation.  Until the indefeasible payment in full of all of the
Obligations and the termination of the Commitments hereunder, the Borrower shall
have no rights, by operation of law or otherwise,  upon making any payment under
this  Section  to be  subrogated  to the rights of the payee  against  any other
Credit  Party  with  respect  to such  payment or  otherwise  to be  reimbursed,
indemnified or exonerated by any such Credit Party in respect thereof.

Section  10.07 Effect of Stay.  In the event that  acceleration  of the time for
payment of any amount  payable by any  Credit  Party  under any of the  Borrower
Guaranteed  Obligations is stayed upon insolvency,  bankruptcy or reorganization
of such Credit Party, all such amounts otherwise  subject to acceleration  under
the terms of any  applicable  agreement or instrument  evidencing or relating to
any of the Borrower  Guaranteed  Obligations shall nonetheless be payable by the
Borrower under this Article forthwith on demand by the Administrative Agent.

ARTICLE XI.

                                  MISCELLANEOUS

Section 11.01 Payment of Expenses etc. The Borrower  agrees to pay (or reimburse
the Administrative  Agent, the Lenders or their Affiliates,  as the case may be)
all of the following:  (i) whether or not the transactions  contemplated  hereby
are  consummated,  for all  reasonable  out-of-pocket  costs and expenses of the
Administrative   Agent  in  connection   with  the   negotiation,   preparation,
syndication, administration and execution and delivery of the Loan Documents and
the documents and  instruments  referred to therein and the  syndication  of the
Commitments;  (ii)  all  reasonable  out-of-pocket  costs  and  expenses  of the
Administrative  Agent  and the  Administrative  Agent  in  connection  with  any
amendment,  waiver or consent  relating  to any of the Loan  Documents  that are
requested by any Credit  Party;  (iii) all  reasonable  out-of-pocket  costs and
expenses  of the  Administrative  Agent,  the Lenders  and their  Affiliates  in
connection  with the  enforcement  of any of the  Loan  Documents  or the  other
documents and instruments  referred to therein,  including,  without limitation,
the  reasonable  fees  and  disbursements  of  any  individual  counsel  to  the
Administrative  Agent and any Lender (including,  without limitation,  allocated
costs of internal counsel);  (iv) any and all present and future stamp and other
similar taxes with respect to the foregoing matters and save the  Administrative
Agent and each of the Lenders  harmless from and against any and all liabilities
with  respect to or  resulting  from any delay or  omission  (other  than to the
extent attributable to any such indemnified Person) to pay such taxes.

Section   11.02   Indemnification.   The  Borrower   agrees  to  indemnify   the
Administrative   Agent,  each  Lender,  and  their  respective  Related  Parties
(collectively,  the  "Indemnitees")  from and hold each of them harmless against
any and all losses, liabilities, claims, damages or expenses reasonably incurred
by any of them as a result of, or arising  out of, or in any way  related to, or
by reason of (i) any investigation,  litigation or other proceeding  (whether or
not  any  Lender  is a  party  thereto)  related  to the  entering  into  and/or
performance  of any  Loan  Document  or the  use of the  proceeds  of any  Loans
hereunder  or the  consummation  of any  transactions  contemplated  in any Loan
Document,  other than any such  investigation,  litigation or proceeding arising
out of  transactions  solely  between any of the  Lenders or the  Administrative
Agent,  transactions  solely  involving  the  assignment by a Lender of all or a
portion of its Loans and Commitments, or the granting of participations therein,
as provided in this  Agreement,  or arising  solely out of any  examination of a
Lender by any regulatory or other  Governmental  Authority  having  jurisdiction
over it, or (ii) the actual or alleged  presence of  Hazardous  Materials in the
air,  surface water or  groundwater  or on the surface or subsurface of any Real
Property  owned,  leased or at any time  operated by the  Borrower or any of its
Subsidiaries,  the release,  generation,  storage,  transportation,  handling or
disposal  of  Hazardous  Materials  at any  location,  whether  or not  owned or
operated by the Borrower or any of its Subsidiaries, if the Borrower or any such
Subsidiary  could  have or is  alleged  to have any  responsibility  in  respect
thereof,  the  non-compliance  of any such Real Property with foreign,  federal,
state and local laws,  regulations and ordinances  (including applicable permits
thereunder)  applicable thereto, or any Environmental Claim asserted against the
Borrower  or any of its  Subsidiaries,  in  respect  of any such Real  Property,
including,  in the case of each of (i) and (ii) above,  without limitation,  the
reasonable  documented fees and  disbursements of counsel incurred in connection
with any such  investigation,  litigation or other proceeding (but excluding any
such losses, liabilities,  claims, damages or expenses to the extent incurred by
reason  of the  gross  negligence  or  willful  misconduct  of the  Person to be
indemnified  or of any other  Indemnitee  who is such Person or an  Affiliate of
such  Person).  To the extent that the  undertaking  to  indemnify,  pay or hold
harmless any Person set forth in the  preceding  sentence  may be  unenforceable
because it is violative of any law or public policy, the Borrower shall make the
maximum  contribution to the payment and satisfaction of each of the indemnified
liabilities that is permissible under applicable law.

Section  11.03  Right of Setoff.  In  addition  to any  rights now or  hereafter
granted under  applicable law or otherwise,  and not by way of limitation of any
such  rights,  upon the  occurrence  and during the  continuance  of an Event of
Default, each Lender and each LC Issuer is hereby authorized at any time or from
time to time, without presentment,  demand,  protest or other notice of any kind
to the Borrower or to any other Person,  any such notice being hereby  expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other  Indebtedness at any time held or owing by such Lender or
such LC  Issuer  (including,  without  limitation,  by  branches,  agencies  and
Affiliates of such Lender or LC Issuer wherever located) to or for the credit or
the  account of the  Borrower  against  and on account  of the  Obligations  and
liabilities  of the Borrower to such Lender or LC Issuer under this Agreement or
under any of the other Loan Documents, including, without limitation, all claims
of any nature or description  arising out of or connected with this Agreement or
any other Loan Document, irrespective of whether or not such Lender or LC Issuer
shall have made any demand hereunder and although said Obligations,  liabilities
or claims, or any of them, shall be contingent or unmatured.  Each Lender and LC
Issuer  agrees  to  promptly  notify  the  Borrower  after  any such set off and
application,  provided,  however, that the failure to give such notice shall not
affect the validity of such set off and application.

Section 11.04     Equalization.

(a)  Equalization.  If at any time any  Lender  receives  any  amount  hereunder
(whether by voluntary payment, by realization upon security,  by the exercise of
the right of setoff or banker's lien, by  counterclaim  or cross action,  by the
enforcement  of any  right  under  the Loan  Documents,  or  otherwise)  that is
applicable  to the payment of the principal of, or interest on, the Loans (other
than Swing Loans), LC Participations,  Swing Loan  Participations or Fees (other
than Fees that are intended to be paid solely to the Administrative  Agent or an
LC Issuer and amounts payable to a Lender under Article III), of a sum that with
respect to the  related sum or sums  received  by other  Lenders is in a greater
proportion  than the total of such  Obligation  then owed and due to such Lender
bears to the total of such  Obligation  then owed and due to all of the  Lenders
immediately  prior to such  receipt,  then such  Lender  receiving  such  excess
payment  shall  purchase  for cash without  recourse or warranty  from the other
Lenders an interest in the  Obligations  to such Lenders in such amount as shall
result in a proportional participation by all of the Lenders in such amount.

(b) Recovery of Amounts.  If any amount paid to any Lender  pursuant to subparts
(i) or (ii)  above is  recovered  in whole or in part  from  such  Lender,  such
original purchase shall be rescinded, and the purchase price restored ratably to
the extent of the recovery.

(c) Consent of Borrower.  The Borrower  consents to the foregoing and agrees, to
the  extent it may  effectively  do so under  applicable  law,  that any  Lender
acquiring a participation  pursuant to the foregoing  arrangements  may exercise
against the  Borrower  rights of set-off and  counterclaim  with respect to such
participation  as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

Section 11.05     Notices.

(a) Generally.  Except in the case of notices and other communications expressly
permitted  to be given by  telephone  (and  except as  provided  in subpart  (c)
below),  all notices and other  communications  provided  for herein shall be in
writing and shall be delivered by hand or overnight  courier service,  mailed by
certified or registered mail or sent by telecopier as follows:

(i) if to the Borrower or any other Credit  Party,  to it at 9900A Clayton Road,
St. Louis, Missouri, 63124-1186,  Attention: Matt Mainer, Treasurer, (Telecopier
No. (314) 213-7250;

(ii) if to the Administrative Agent, to it at the Notice Office; and

(iii) if to a Lender, to it at its address (or telecopier number) set forth next
to its name on the  signature  pages  hereto or, in the case of any Lender  that
becomes a party to this  Agreement by way of  assignment  under Section 11.04 of
this  Agreement,  to it at the address set forth in the Assignment  Agreement to
which it is a party;

(b) Receipt of Notices.  Notices and  communications  sent by hand or  overnight
courier  service,  or mailed by certified or registered mail, shall be deemed to
have been given when  received;  notices sent by  telecopier  shall be deemed to
have been given when sent and receipt has been  confirmed by telephone.  Notices
delivered  through  electronic  communications to the extent provided in subpart
(c) below shall be effective as provided in said subpart (c).

(c)  Electronic   Communications.   Notices  and  other  communications  to  the
Administrative  Agent,  an LC Issuer or any Lender  hereunder and required to be
delivered  pursuant  to  Sections  6.01(a),  (b),  (c),  (d),  (h) or (i) may be
delivered  or  furnished  by  electronic  communication  (including  e-mail  and
Internet  or  intranet  web  sites)  pursuant  to  procedures  approved  by  the
Administrative  Agent. The  Administrative  Agent and the Borrower may, in their
discretion,   agree  in  a  separate   writing  to  accept   notices  and  other
communications  to them  hereunder  by  electronic  communications  pursuant  to
procedures  approved by it,  provided  that approval of such  procedures  may be
limited to particular notices or communications. Unless the Administrative Agent
otherwise  prescribes,  (i) notices and other  communications  sent to an e-mail
address shall be deemed received upon the sender's receipt of an acknowledgement
from the intended recipient (such as by the "return receipt requested" function,
as available, return e-mail or other written acknowledgement),  provided that if
such notice or other  communication is not sent during the normal business hours
of the recipient, such notice or communication shall be deemed to have been sent
at the opening of  business  on the next  Business  Day for the  recipient,  and
(ii) notices or communications  posted to an Internet or intranet web site shall
be deemed  received  upon the deemed  receipt by the  intended  recipient at its
e-mail  address as described in the foregoing  clause (i) of  notification  that
such notice or  communication  is available and identifying the web site address
therefor.

(d)  Change of  Address,  Etc.  Any party  hereto  may  change  its  address  or
telecopier  number for notices and other  communications  hereunder by notice to
each of the other parties hereto in accordance with Section 11.05(a).

Section 11.06 Successors and Assigns.

(a) Successors and Assigns  Generally.  This Agreement shall be binding upon and
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
respective successors and assigns; provided,  however, that the Borrower may not
assign or transfer any of its rights or obligations  hereunder without the prior
written consent of all the Lenders,  provided,  further,  that any assignment or
participation  by a Lender of any of its rights and obligations  hereunder shall
be effected in accordance with this Section 11.06.

(b) Participations.  Each Lender may at any time grant  participations in any of
its rights hereunder or under any of the Notes to an Eligible Assignee, provided
that in the case of any such participation,

(i)  the  participant  shall not have any rights under this  Agreement or any of
     the other Loan Documents,  including rights of consent,  approval or waiver
     (the   participant's   rights  against  such  Lender  in  respect  of  such
     participation  to be those  set  forth in the  agreement  executed  by such
     Lender in favor of the participant relating thereto),

(ii) such  Lender's  obligations  under  this  Agreement   (including,   without
     limitation, its Commitments hereunder) shall remain unchanged,

(iii) such Lender shall remain solely  responsible  to the other parties  hereto
     for the performance of such obligations,

(iv) such Lender shall remain the holder of the  Obligations  owing to it and of
     any Note issued to it for all purposes of this Agreement, and

(v)  the  Borrower,  the  Administrative  Agent,  and the  other  Lenders  shall
     continue to deal solely and directly with the selling  Lender in connection
     with such Lender's  rights and obligations  under this  Agreement,  and all
     amounts  payable by the Borrower  hereunder  shall be determined as if such
     Lender had not sold such  participation,  except that the participant shall
     be entitled  to the  benefits of Article III to the extent that such Lender
     would  be  entitled  to such  benefits  if the  participation  had not been
     entered into or sold,and,  provided further, that no Lender shall transfer,
     grant or sell any  participation  under  which the  participant  shall have
     rights to approve any amendment to or waiver of this Agreement or any other
     Loan  Document  except to the extent  such  amendment  or waiver  would (x)
     extend  the  final  scheduled  maturity  of the date of any of the Loans in
     which such participant is  participating,  or reduce the rate or extend the
     time of payment of interest or Fees thereon  (except in  connection  with a
     waiver  of the  applicability  of any  post-default  increase  in  interest
     rates),   or  reduce  the  principal  amount  thereof,   or  increase  such
     participant's  participating  interest  in any  Commitment  over the amount
     thereof then in effect (it being understood that a waiver of any Default or
     Event of  Default  shall not  constitute  a change in the terms of any such
     Commitment),  (y) release all or any substantial portion of the Collateral,
     or release  any  guarantor  from its  guaranty  of any of the  Obligations,
     except strictly in accordance with the terms of the Loan Documents,  or (z)
     consent to the  assignment or transfer by the Borrower of any of its rights
     and obligations under this Agreement.

(c) Assignments by Lenders.

(i)  Any Lender may assign  all,  or if less than all, a fixed  portion,  of its
     Loans, LC Participations,  Swing Loan Participations and/or Commitments and
     its rights and  obligations  hereunder to one or more  Eligible  Assignees,
     each of  which  shall  become  a party to this  Agreement  as a  Lender  by
     execution of an Assignment Agreement; provided, however, that

(A)  except in the case of (x) an assignment of the entire  remaining  amount of
     the assigning  Lender's  Loans and/or  Commitments  or (y) an assignment to
     another  Lender,  an  Affiliate  of such  Lender or an  Approved  Fund with
     respect to such Lender,  the aggregate amount of the Commitment so assigned
     (which for this purpose includes the Loans  outstanding  thereunder)  shall
     not be less than $1,000,000;

(B)  in the case of any  assignment  to an Eligible  Assignee at the time of any
     such assignment the Lender Register shall be deemed modified to reflect the
     Commitments of such new Lender and of the existing Lenders;

(C)  upon  surrender of the old Notes,  if any,  upon request of the new Lender,
     new Notes will be issued, at the Borrower's expense, to such new Lender and
     to the  assigning  Lender,  to the  extent  needed to reflect  the  revised
     Commitments; and

(D)  unless waived by the Administrative  Agent, the Administrative  Agent shall
     receive at the time of each such assignment, from the assigning or assignee
     Lender, the payment of a non-refundable assignment fee of $3,500.

(ii) To the extent of any assignment pursuant to this subpart (c), the assigning
     Lender shall be relieved of its  obligations  hereunder with respect to its
     assigned Commitments.

(iii) At the time of each  assignment  pursuant to this subpart (c), to a Person
     that is not  already  a Lender  hereunder  and that is not a United  States
     Person (as such term is defined  in  Section  7701(a)(30)  of the Code) for
     Federal income tax purposes,  the respective  assignee Lender shall provide
     to the  Borrower  and the  Administrative  Agent  the  applicable  Internal
     Revenue  Service  Forms  (and  any  necessary   additional   documentation)
     described in Section 3.03(b).

(iv) With respect to any Lender,  the transfer of any  Commitment of such Lender
     and the rights to the principal of, and interest on, any Loan made pursuant
     to such  Commitment  shall not be effective until such transfer is recorded
     on the Lender Register maintained by the Administrative  Agent with respect
     to ownership of such Commitment and Loans and prior to such recordation all
     amounts owing to the transferor  with respect to such  Commitment and Loans
     shall remain owing to the  transferor.  The  registration  of assignment or
     transfer of all or part of any  Commitments  and Loans shall be recorded by
     the Administrative Agent on the Lender Register only upon the acceptance by
     the  Administrative  Agent of a properly executed and delivered  Assignment
     Agreement pursuant to this subpart (c).

(v)  Nothing in this Section  shall prevent or prohibit (A) any Lender that is a
     bank, trust company or other financial  institution from pledging its Notes
     or Loans to a Federal  Reserve Bank in support of  borrowings  made by such
     Lender from such Federal  Reserve  Bank, or (B) any Lender that is a trust,
     limited  liability  company,  partnership or other investment  company from
     pledging  its  Notes or Loans to a  trustee  or agent  for the  benefit  of
     holders of certificates or debt securities issued by it. No such pledge, or
     any  assignment  pursuant to or in lieu of an enforcement of such a pledge,
     shall relieve the transferor Lender from its obligations hereunder.

(d)  No SEC  Registration  or Blue Sky  Compliance.  Notwithstanding  any  other
     provisions of this  Section,  no transfer or assignment of the interests or
     obligations of any Lender hereunder or any grant of  participation  therein
     shall be permitted if such transfer,  assignment or grant would require the
     Borrower to file a  registration  statement  with the SEC or to qualify the
     Loans under the "Blue Sky" laws of any State.

(e)  Representations  of Lenders.  Each Lender initially party to this Agreement
     hereby  represents,  and each Person that  becomes a Lender  pursuant to an
     assignment  permitted by this Section will, upon its becoming party to this
     Agreement,  represents  that it is a  commercial  lender,  other  financial
     institution or other "accredited" investor (as defined in SEC Regulation D)
     that makes or acquires  loans in the  ordinary  course of its  business and
     that it will make or  acquire  Loans for its own  account  in the  ordinary
     course of such business;  provided,  however, that subject to the preceding
     Sections 11.06(b) and (c), the disposition of any promissory notes or other
     evidences of or interests in Indebtedness  held by such Lender shall at all
     times be within its exclusive control.

Section 11.07 No Waiver; Remedies Cumulative. No failure or delay on the part of
the  Administrative  Agent or any  Lender  in  exercising  any  right,  power or
privilege  hereunder  or under any other Loan  Document and no course of dealing
between the Borrower and the Administrative Agent or any Lender shall operate as
a waiver thereof;  nor shall any single or partial exercise of any right,  power
or privilege  hereunder or under any other Loan  Document  preclude any other or
further exercise thereof or the exercise of any other right,  power or privilege
hereunder  or  thereunder.  No notice to or demand on the  Borrower  in any case
shall  entitle the Borrower to any other or further  notice or demand in similar
or  other   circumstances   or   constitute  a  waiver  of  the  rights  of  the
Administrative  Agent or the  Lenders  to any  other or  further  action  in any
circumstances  without notice or demand.  Without limiting the generality of the
foregoing,  the making of a Loan or any LC Issuance  shall not be construed as a
waiver  of  any  Default  or  Event  of  Default,   regardless  of  whether  the
Administrative  Agent,  any  Lender  or any LC  Issuer  may have had  notice  or
knowledge  of such  Default  or Event of  Default  at the time.  The  rights and
remedies  herein  expressly  provided are  cumulative  and not  exclusive of any
rights or remedies that the  Administrative  Agent or any Lender would otherwise
have.

Section 11.08 Governing Law;  Submission to Jurisdiction;  Venue; Waiver of Jury
Trial.

(a) THIS  AGREEMENT  AND EACH OTHER LOAN  DOCUMENT  (OTHER  THAN THE  LETTERS OF
CREDIT,  TO THE EXTENT SPECIFIED  BELOW,  AND EXCEPT AS OTHERWISE  EXPRESSLY SET
FORTH  IN A LOAN  DOCUMENT)  AND  THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
HEREUNDER AND THEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK.  EACH LETTER OF CREDIT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OR RULES  DESIGNATED
IN SUCH  LETTER  OF  CREDIT  OR,  IF NO LAWS OR  RULES  ARE SO  DESIGNATED,  THE
INTERNATIONAL  STANDBY  PRACTICES  (ISP98 -  INTERNATIONAL  CHAMBER OF  COMMERCE
PUBLICATION  NUMBER 590 (THE "ISP98  RULES")) AND, AS TO MATTERS NOT GOVERNED BY
THE ISP98 RULES, THE LAW OF THE STATE OF NEW YORK.

(b) THE BORROWER HEREBY IRREVOCABLY  CONSENTS TO THE NON-EXCLUSIVE  JURISDICTION
OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY IN
ANY LITIGATION OR OTHER PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE
LENDERS,  THE L/C ISSUER OR THE BORROWER IN  CONNECTION  HEREWITH OR  THEREWITH;
PROVIDED,  HOWEVER,  THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT,  AT THE  ADMINISTRATIVE  AGENT'S  OPTION,  IN THE
COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND;
PROVIDED,   FURTHER,   THAT  NOTHING   HEREIN  SHALL  LIMIT  THE  RIGHT  OF  THE
ADMINISTRATIVE  AGENT, ANY LENDER OR THE L/C ISSUER TO BRING PROCEEDINGS AGAINST
ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

(c) THE BORROWER  IRREVOCABLY  CONSENTS TO THE SERVICE OF PROCESS BY  REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK AT THE ADDRESS FOR NOTICES  SPECIFIED IN SECTION 11.05. THE BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY
OBJECTION THAT ANY OF THEM MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE
OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO IN CLAUSE (a) ABOVE
AND ANY CLAIM  THAT ANY SUCH  LITIGATION  HAS BEEN  BROUGHT  IN AN  INCONVENIENT
FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS WHETHER THROUGH SERVICE
OR NOTICE,  ATTACHMENT  PRIOR TO  JUDGMENT,  ATTACHMENT  IN AID OF  EXECUTION OR
OTHERWISE)  WITH  RESPECT  TO  ITSELF  OR  ITS  PROPERTY,  THE  BORROWER  HEREBY
IRREVOCABLY  WAIVES TO THE  FULLEST  EXTENT  PERMITTED  BY LAW SUCH  IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS. THE BORROWER HEREBY WAIVES,
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THAT IT MAY HAVE TO CLAIM
OR RECOVER IN ANY LEGAL  ACTION OR  PROCEEDING  REFERRED TO IN THIS  SECTION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

(d) THE  ADMINISTRATIVE  AGENT,  EACH  LENDER,  THE L/C ISSUER AND THE  BORROWER
HEREBY  KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVE TO THE FULLEST EXTENT
PERMITTED  BY LAW ANY RIGHTS  THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION  BASED HEREON,  OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE  ADMINISTRATIVE  AGENT, SUCH LENDER,  THE L/C
ISSUER OR THE BORROWER IN CONNECTION  THEREWITH.  THE BORROWER  ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION
(AND EACH OTHER  PROVISION  OF EACH OTHER LOAN  DOCUMENT TO WHICH IT IS A PARTY)
AND THAT THIS PROVISION IS A MATERIAL  INDUCEMENT FOR THE ADMINISTRATIVE  AGENT,
EACH LENDER AND THE L/C ISSUER ENTERING INTO THE LOAN DOCUMENTS.

Section  11.09  Counterparts.  This  Agreement  may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall together  constitute  one and the same  agreement.  A set of  counterparts
executed by all the parties  hereto  shall be lodged with the  Borrower  and the
Administrative Agent.

Section 11.10  Integration.  This  Agreement,  the other Loan  Documents and any
separate letter  agreements  with respect to fees payable to the  Administrative
Agent,  for its own account and benefit and/or for the account,  benefit of, and
distribution  to, the Lenders,  constitute the entire contract among the parties
relating to the subject  matter  hereof and  thereof and  supersede  any and all
previous agreements and understandings, oral or written, relating to the subject
matter hereof or thereof.  Notwithstanding  the foregoing or anything  herein to
the contrary, the parties hereto expressly acknowledge and agree that the eighth
paragraph of the Commitment Letter, dated October 17, 2007, between the Borrower
and the Administrative  Agent (the "Commitment  Letter") regarding a "Successful
Syndication"  and each other  provision  of such  Commitment  Letter and the Fee
Letter stated to expressly  survive the execution and deliver of this  Agreement
and the other Loan Documents and/or the termination of the commitments under the
Commitment  Letter  shall  survive and are hereby  reaffirmed,  and the Borrower
shall execute and deliver such agreements,  amendments and other writings as the
Administrative Agent shall request in connection therewith.

Section 11.11  Headings  Descriptive.  The headings of the several  Sections and
other portions of this Agreement are inserted for convenience only and shall not
in any  way  affect  the  meaning  or  construction  of any  provision  of  this
Agreement.

Section 11.12 Amendment or Waiver.

(a) Neither this Agreement nor any other Loan Document,  nor any terms hereof or
thereof,  may be amended,  changed,  waived or  otherwise  modified  unless such
amendment,  change, waiver or other modification is in writing and signed by the
Borrower,  the  Administrative  Agent,  and  the  Required  Lenders  or  by  the
Administrative  Agent acting at the written  direction of the Required  Lenders;
provided, however, that

(i) no change, waiver or other modification shall:

(A)  increase the amount of any Commitment of any Lender hereunder,  without the
     written consent of such Lender or increase the Total Credit Facility Amount
     without the consent of all the Lenders;

(B)  extend or postpone the Revolving Facility  Termination Date or the maturity
     date  provided  for herein  that is  applicable  to any Loan of any Lender,
     extend or postpone the expiration  date of any Letter of Credit as to which
     such Lender is an LC Participant  beyond the latest  expiration  date for a
     Letter of Credit  provided for herein,  or extend or postpone any scheduled
     expiration or termination  date provided for herein that is applicable to a
     Commitment of any Lender,  without the written  consent of such Lender,  it
     being expressly understood that the waiver or modification of any mandatory
     prepayment  hereunder  shall  require  only the  approval  of the  Required
     Lenders;

(C)  reduce the principal  amount of any Loan made by any Lender,  or reduce the
     rate or extend the time of payment of, or excuse the  payment of,  interest
     thereon (other than as a result of  (x) waiving  the  applicability  of any
     post-default   increase  in  interest   rates  or  (y) any   amendment   or
     modification  of defined  terms used in financial  covenants),  without the
     written consent of such Lender;

(D)  reduce  the  amount of any  Unpaid  Drawing as to which any Lender is an LC
     Participant, or reduce the rate or extend the time of payment of, or excuse
     the payment  of,  interest  thereon  (other than as a result of waiving the
     applicability of any post-default increase in interest rates),  without the
     written consent of such Lender; or

(E)  reduce the rate or extend the time of payment of, or excuse the payment of,
     any Fees to which any Lender is  entitled  hereunder,  without  the written
     consent of such Lender; and

(ii) no change,  waiver or other modification or termination shall,  without the
     written consent of each Lender affected thereby,

(A)  release the Borrower from any of its obligations hereunder;

(B)  release the  Borrower  from its  guaranty  obligations  under  Article X or
     release any Credit Party from the Subsidiary Guaranty,  except, in the case
     of a Subsidiary Guarantor, in accordance with a transaction permitted under
     this Agreement;

(C)  release  all or  any  substantial  portion  of the  Collateral,  except  in
     accordance with Section 2.19 or in connection with a transaction  permitted
     under this Agreement;

(D)  amend,  modify or waive any provision of this Section 11.12,  Section 8.03,
     or any other  provision of any of the Loan Documents  pursuant to which the
     consent or approval of all Lenders, or a number or specified  percentage or
     other required grouping of Lenders or Lenders having Commitments, is by the
     terms of such provision explicitly required;

(E)  reduce the percentage  specified in, or otherwise modify, the definition of
     Required Lenders; or

(F)  consent to the  assignment or transfer by the Borrower of any of its rights
     and obligations under this Agreement.

Any waiver or consent with respect to this Agreement given or made in accordance
with this Section shall be effective  only in the specific  instance and for the
specific purpose for which it was given or made.

(b)  No  provision  of Section  2.05 or any other  provision  in this  Agreement
     specifically  relating  to Letters of Credit  may be  amended  without  the
     consent of any LC Issuer adversely affected thereby.

(c)  No  provision  of  Article  IX may be amended  without  the  consent of the
     Administrative  Agent  and no  provision  of  Section  2.04 may be  amended
     without the consent of the Swing Line Lender.

(d)  To the extent the Required  Lenders (or all of the Lenders,  as applicable,
     as shall be required by this Section)  waive the provisions of Section 7.02
     with respect to the sale,  transfer or other disposition of any Collateral,
     or any  Collateral  is sold,  transferred  or disposed of as  permitted  by
     Section 7.02, (i) such Collateral shall be sold, transferred or disposed of
     free and clear of the Liens created by the respective  Security  Documents;
     (ii) if such  Collateral  includes all of the capital stock of a Subsidiary
     that is a party  to the  Subsidiary  Guaranty  or whose  stock  is  pledged
     pursuant to the Security  Documents,  such capital  stock shall be released
     from the Security  Documents and such Subsidiary shall be released from the
     Subsidiary Guaranty; and (iii) the Administrative Agent shall be authorized
     to take  actions  deemed  appropriate  by it in  order  to  effectuate  the
     foregoing.

(e)  Notwithstanding  anything in  paragraph  (a) of this  Section  11.12 to the
     contrary, this Agreement and the other Loan Documents may be amended at any
     time and from time to time to increase the Total Revolving Commitment or to
     permit the Borrower to incur Term Loans and/or  Revolving  Commitments (the
     "Incremental  Loans")  by an  agreement  in  writing  entered  into  by the
     Borrower,  the Administrative  Agent and each Person (including any Lender)
     that shall agree to provide such Incremental Loans so established (and each
     such  Person  that shall not  already be a Lender  shall,  at the time such
     agreement becomes effective,  become a Lender with the same effect as if it
     had  originally  been a Lender under this  Agreement  with the  Incremental
     Loans set forth in such agreement); provided that the aggregate outstanding
     principal  amount  of  the  Incremental  Loans  shall  at  no  time  exceed
     $50,000,000.  Any  such  agreement  shall  amend  the  provisions  of  this
     Agreement  and the  other  Loan  Documents  to set  forth  the terms of the
     Incremental  Loans  established  thereby  (including  the  amount and final
     maturity  thereof  (which shall not be earlier than the Revolving  Facility
     Termination Date), any provisions relating to the amortization or mandatory
     prepayment  thereof,  the interest to accrue and be payable thereon and any
     fees to be payable in respect  thereof)  and to effect  such other  changes
     (including changes to the provisions of this Section,  Section 2.14 and the
     definition  of "Required  Lenders") as the Borrower and the  Administrative
     Agent  shall  deem   necessary  or  advisable   in   connection   with  the
     establishment of any such Class;  provided that no such agreement shall (i)
     effect any change described in any of clauses (i) and (ii) of paragraph (a)
     of this Section  without the consent of each Person  required to consent to
     such change under such clause (it being agreed,  however, that any increase
     in the Revolving  Commitments or  establishment  of any Class of Term Loans
     will not, of itself,  be deemed to effect any of the changes  described  in
     clauses (A), (C) or (D) of Section 11.12(a)(ii), (ii) amend Article VI, VII
     or VIII to establish any affirmative or negative covenant, Event of Default
     or  remedy  that by its terms  benefits  one or more  Classes,  but not all
     Classes,  of Loans or  Borrowings  without  the prior  written  consent  of
     Lenders holding a majority in interest of the Loans and Commitments of each
     Class  not so  benefited  (it  being  agreed  that no  provision  requiring
     Borrower to prepay Term Loans of one or more  Classes  pursuant to Sections
     2.13(c)(v)  through  (vii) shall be deemed to violate this clause) or (iii)
     change any other  provision of this  Agreement  or any other Loan  Document
     that creates rights in favor of Lenders holding Loans or Commitments of any
     existing Class, other than as necessary or advisable in the judgment of the
     Administrative  Agent to cause such  provision to take into account,  or to
     make the benefits of such  provision  available  to,  Lenders  holding Term
     Loans of such new Class or such new Commitments. The Loans, Commitments and
     Borrowings  of any  Class  established  pursuant  to this  paragraph  shall
     constitute  Loans,  Commitments and Borrowings under, and shall be entitled
     to all  the  benefits  afforded  by,  this  Agreement  and the  other  Loan
     Documents,  and shall, without limiting the foregoing,  benefit equally and
     ratably from the Subsidiary  Guaranty and security interests created by the
     Security  Documents.  The Credit Parties shall take any actions  reasonably
     required by the Administrative  Agent to ensure and/or demonstrate that the
     Lien and security  interests granted by the Security  Documents continue to
     be perfected under the UCC or otherwise after the establishment of any such
     Incremental Loan.

(f)  If, in connection with any proposed amendment,  modification,  termination,
     waiver or consent with respect to any provision  hereof as  contemplated by
     this Section  11.12,  the consent of the Required  Lenders  shall have been
     obtained  but the consent of a Lender whose  consent is required  shall not
     have been obtained,  the Borrower may replace such Non-Consenting Lender in
     accordance with the provisions of Section 3.05(b) hereof.

Section  11.13  Survival  of  Indemnities.  All  indemnities  set  forth  herein
including,  without  limitation,  in Article III (subject to the limitations set
forth  Section 9.09 or Section 11.02 shall survive the execution and delivery of
this Agreement and the making and repayment of the Obligations.

Section  11.14  Domicile of Loans.  Each Lender may transfer and carry its Loans
at, to or for the account of any branch office,  subsidiary or affiliate of such
Lender; provided,  however, that the Borrower shall not be responsible for costs
arising  under  Section  3.01  resulting  from any such  transfer  (other than a
transfer  pursuant to Section  3.05) to the extent not  otherwise  applicable to
such Lender prior to such transfer.

Section 11.15     Confidentiality.

(a)  Each of the Administrative  Agent, each LC Issuer and the Lenders agrees to
     maintain the confidentiality of the Confidential  Information,  except that
     Confidential  Information  may be disclosed  (1) to its and its Affiliates'
     directors,  officers,  employees and agents,  including accountants,  legal
     counsel and other  advisors (it being  understood  that the persons to whom
     such disclosure is made will be informed of the confidential nature of such
     Confidential   Information   and  instructed  to  keep  such   Confidential
     Information  confidential),  (2)  to any  direct  or  indirect  contractual
     counterparty   in  any  Hedge   Agreement  (or  to  any  such   contractual
     counterparty's   professional   advisor),   so  long  as  such  contractual
     counterparty  (or  such  professional  advisor)  agrees  to be bound by the
     provisions of this Section,  (3) to the extent  requested by any regulatory
     authority,  (4) to the extent required by applicable laws or regulations or
     by any subpoena or similar  legal  process,  (5) to any other party to this
     Agreement,  (6) to any other  creditor of any Credit Party that is a direct
     or intended  beneficiary  of any of the Loan  Documents,  (7) in connection
     with the exercise of any remedies  hereunder or under any of the other Loan
     Documents,  or any suit, action or proceeding relating to this Agreement or
     any of the other Loan Documents or the  enforcement of rights  hereunder or
     thereunder, (8) subject to an agreement containing provisions substantially
     the same as those of this Section, to any assignee of or participant in any
     of its rights or obligations under this Agreement,  (9) with the consent of
     the  Borrower,  or  (10)  to  the  extent  such  Confidential   Information
     (i) becomes  publicly  available other than as a result of a breach of this
     Section,  or (ii) becomes  available to the  Administrative  Agent,  any LC
     Issuer or any Lender on a non-confidential basis from a source other than a
     Credit Party and not otherwise in violation of this Section.

(b)  As  used  in  this  Section,  "Confidential  Information"  shall  mean  all
information received from the Borrower relating to the Borrower or its business,
other than any such information that is available to the  Administrative  Agent,
any LC Issuer or any Lender on a  non-confidential  basis prior to disclosure by
the Borrower;  provided, however, that, in the case of information received from
the Borrower after the Closing Date, such  information is clearly  identified at
the time of delivery as confidential.

(c)  Any  Person  required  to  maintain  the  confidentiality  of  Confidential
Information  as provided in this Section  shall be  considered  to have complied
with its  obligation  to do so if such Person has  exercised  the same degree of
care to maintain the  confidentiality  of such Confidential  Information as such
Person would accord to its own  confidential  information.  The Borrower  hereby
agrees that the failure of the Administrative Agent, any LC Issuer or any Lender
to comply with the provisions of this Section shall not relieve the Borrower, or
any other Credit Party, of any of its obligations under this Agreement or any of
the other Loan Documents.

Section 11.16  Limitations on Liability of the LC Issuers.  The Borrower assumes
all risks of the acts or  omissions  of any  beneficiary  or  transferee  of any
Letter of Credit with respect to its use of such Letters of Credit.  Neither any
LC Issuer 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 an LC Issuer 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 such Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the LC
Obligor  shall  have a claim  against an LC  Issuer,  and an LC Issuer  shall be
liable to such LC Obligor,  to the extent of any direct,  but not consequential,
damages  suffered by such LC Obligor that such LC Obligor  proves were caused by
(i) such LC Issuer's  willful  misconduct  or gross  negligence  in  determining
whether  documents  presented  under a Letter of Credit comply with the terms of
such Letter of Credit or  (ii) such LC Issuer's  willful  failure to make lawful
payment under any Letter of Credit after the presentation to it of documentation
strictly  complying with the terms and  conditions of such Letter of Credit.  In
furtherance  and not in  limitation  of the  foregoing,  an LC Issuer may accept
documents that appear on their face to be in order,  without  responsibility for
further investigation.

Section  11.17  General  Limitation  of  Liability.  No claim may be made by any
Credit Party, any Lender, the  Administrative  Agent, any LC Issuer or any other
Person against the  Administrative  Agent, any LC Issuer, or any other Lender or
the Affiliates,  directors,  officers, employees,  attorneys or agents of any of
them for any damages  other than actual  compensatory  damages in respect of any
claim for breach of contract or any other theory of liability  arising out of or
related to the  transactions  contemplated by this Agreement or any of the other
Loan Documents, or any act, omission or event occurring in connection therewith;
and the  Borrower,  each  Lender,  the  Administrative  Agent and each LC Issuer
hereby, to the fullest extent permitted under applicable law, waive, release and
agree  not  to sue  or  counterclaim  upon  any  such  claim  for  any  special,
consequential  or  punitive  damages,  whether or not accrued and whether or not
known or suspected to exist in their favor.

Section 11.18 No Duty. All attorneys, accountants,  appraisers,  consultants and
other  professional  persons (including the firms or other entities on behalf of
which any such  Person  may act)  retained  by the  Administrative  Agent or any
Lender with respect to the transactions contemplated by the Loan Documents shall
have the right to act exclusively in the interest of the Administrative Agent or
such Lender,  as the case may be, and shall have no duty of disclosure,  duty of
loyalty,  duty of  care,  or other  duty or  obligation  of any  type or  nature
whatsoever to the Borrower, to any of its Subsidiaries,  or to any other Person,
with respect to any matters within the scope of such  representation  or related
to their activities in connection with such representation. The Borrower agrees,
on  behalf  of  itself  and  its  Subsidiaries,  not  to  assert  any  claim  or
counterclaim  against any such  persons  with regard to such  matters,  all such
claims and counterclaims,  now existing or hereafter  arising,  whether known or
unknown,  foreseen or unforeseeable,  being hereby waived,  released and forever
discharged.

Section 11.19 Lenders and Agent Not Fiduciary to Borrower, etc. The relationship
among the Borrower and its Subsidiaries, on the one hand, and the Administrative
Agent,  each LC Issuer and the  Lenders,  on the other  hand,  is solely that of
debtor  and  creditor,  and the  Administrative  Agent,  each LC Issuer  and the
Lenders have no fiduciary or other  special  relationship  with the Borrower and
its  Subsidiaries,  and no term or provision of any Loan Document,  no course of
dealing, no written or oral communication,  or other action,  shall be construed
so as to deem such relationship to be other than that of debtor and creditor.

Section 11.20 Survival of Representations  and Warranties.  All  representations
and  warranties  herein  shall  survive the making of Loans and all LC Issuances
hereunder, the execution and delivery of this Agreement, the Notes and the other
documents  the forms of which are  attached  as Exhibits  hereto,  the issue and
delivery of the Notes,  any disposition  thereof by any holder thereof,  and any
investigation made by the Administrative Agent or any Lender or any other holder
of  any  of  the  Notes  or on  its  behalf.  All  statements  contained  in any
certificate  or other  document  delivered  to the  Administrative  Agent or any
Lender or any holder of any Notes by or on behalf of the  Borrower or any of its
Subsidiaries  pursuant  hereto or otherwise  specifically  for use in connection
with the transactions  contemplated hereby shall constitute  representations and
warranties by the Borrower hereunder,  made as of the respective dates specified
therein or, if no date is specified, as of the respective dates furnished to the
Administrative Agent or any Lender.

Section 11.21 Severability.  Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,  be
ineffective  to the extent of such  invalidity,  illegality or  unenforceability
without  affecting the validity,  legality and  enforceability  of the remaining
provisions hereof; and the invalidity of a particular  provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 11.22 Independence of Covenants.  All covenants hereunder shall be given
independent  effect  so  that  if  a  particular  action,  event,  condition  or
circumstance is not permitted by any of such  covenants,  the fact that it would
be permitted by an exception to, or would otherwise be within the limitations or
restrictions of, another  covenant,  shall not avoid the occurrence of a Default
or an  Event  of  Default  if such  action  is  taken  or  event,  condition  or
circumstance exists.

Section 11.23 Interest Rate Limitation.  Notwithstanding  anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with
all fees,  charges and other  amounts  that are treated as interest on such Loan
under  applicable law  (collectively,  the "Charges"),  shall exceed the maximum
lawful rate (the "Maximum  Rate") that may be contracted  for,  charged,  taken,
received  or  reserved  by the  Lender  holding  such  Loan in  accordance  with
applicable law, the rate of interest  payable in respect of such Loan hereunder,
together with all Charges  payable in respect  thereof,  shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been  payable in  respect  of such Loan but were not  payable as a result of the
operation  of this  Section  shall be  cumulated  and the  interest  and Charges
payable to such Lender in respect of other Loans or periods  shall be  increased
(but not above the Maximum Rate therefor) until such cumulated amount,  together
with interest thereon at the Base Rate to the date of repayment, shall have been
received by such Lender.

Section 11.24 Judgment Currency.  If the Administrative  Agent, on behalf of the
Lenders,  obtains a judgment or  judgments  against the Borrower in a Designated
Foreign Currency, the obligations of the Borrower in respect of any sum adjudged
to be due to the  Administrative  Agent or the  Lenders  hereunder  or under the
Notes (the "Judgment  Amount")  shall be discharged  only to the extent that, on
the Business Day following receipt by the  Administrative  Agent of the Judgment
Amount  in  the  Designated  Foreign  Currency,  the  Administrative  Agent,  in
accordance  with  normal  banking  procedures,  may  purchase  Dollars  with the
Judgment Amount in such Designated Foreign Currency. If the amount of Dollars so
purchased is less than the amount of Dollars that could have been purchased with
the Judgment  Amount on the date or dates the  Judgment  Amount  (excluding  the
portion of the  Judgment  Amount which has accrued as a result of the failure of
the Borrower to pay the sum  originally due hereunder or under the Notes when it
was  originally  due hereunder or under the Notes) was  originally due and owing
(the "Original Due Date") to the  Administrative  Agent or the Lenders hereunder
or under the Notes (the "Loss"),  the Borrower  agrees as a separate  obligation
and notwithstanding any such judgment,  to indemnify the Administrative Agent or
such Lender,  as the case may be, against the Loss, and if the amount of Dollars
so purchased  exceeds the amount of Dollars that could have been  purchased with
the Judgment Amount on the Original Due Date, the  Administrative  Agent or such
Lender agrees to remit such excess to the Borrower.

Section 11.25 USA Patriot Act. Each Lender subject to the USA Patriot Act hereby
notifies the Borrower that pursuant to the  requirements of the USA Patriot Act,
it is required to obtain,  verify and record  information  that  identifies  the
Borrower,  which  information  includes the name and address of the Borrower and
other  information  that will allow such  Lender to  identify  the  Borrower  in
accordance with the USA Patriot Act.

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<PAGE>


     IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of
this  Agreement  to be duly  executed  and  delivered as of the date first above
written.

                                      ESCO TECHNOLOGIES INC.



                                By:   /s/G.E. Muenster
                              Name:   __Gary E. Muenster
                             Title:  __Senior Vice President & CFO

                                       NATIONAL CITY BANK,
                                as a Lender, LC Issuer, Swing Line Lender, and
                                as the Lead Arranger, Administrative Agent and
                                Syndication Agent

                               By:   /s/S. Farris Tzinberg
                             Name:   ___S. Farris Tzinberg
                            Title:  ___Vice President



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