LIBBEY INC
EX-10.67
<DOCUMENT>
<TYPE>EX-10.67
<SEQUENCE>3
<FILENAME>l93924aex10-67.txt
<DESCRIPTION>EX-10.67
<TEXT>
<PAGE>





                                  $250,000,000

                           REVOLVING CREDIT AGREEMENT

                           Dated as of April 23, 2002

                                      among

                               LIBBEY GLASS INC.,

                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                 as the Administrative Agent, Swing Line Lender

                                       and

                                as an L/C Issuer,

                                  BANK ONE, NA
                                       and
                              FLEET NATIONAL BANK,
                              as Syndication Agents

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,

                                       and

                         BANC ONE CAPITAL MARKETS, INC.,

                                       as

                  Joint Lead Arrangers and Joint Book Managers





<PAGE>



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
SECTION                                                                                                    PAGE

<S>                                                                                                         <C>
ARTICLE I         DEFINITIONS AND ACCOUNTING TERMS............................................................1

     1.01         Defined Terms...............................................................................1

     1.02         Other Interpretive Provisions..............................................................24

     1.03         Accounting Terms...........................................................................24

     1.04         Rounding...................................................................................25

     1.05         References to Agreements and Laws..........................................................25

ARTICLE II        THE COMMITMENTS AND CREDIT EXTENSIONS......................................................25

     2.02         Borrowings, Conversions and Continuations of Loans.........................................26

     2.03         Negotiated Rate Loans......................................................................27

     2.04         Letters of Credit..........................................................................29

     2.05         Prepayments................................................................................36

     2.06         Swing Line Loans...........................................................................37

     2.07         Reduction or Termination of Commitments; Optional Increase in
                  Commitments................................................................................39

     2.08         Repayment of Loans.........................................................................40

     2.09         Interest...................................................................................41

     2.10         Fees.......................................................................................41

     2.11         Computation of Interest and Fees...........................................................42

     2.12         Evidence of Debt...........................................................................42

     2.13         Payments Generally.........................................................................43

     2.14         Sharing of Payments........................................................................44

     2.15         Extensions of Revolving Loan Termination Date..............................................45

ARTICLE III       TAXES, YIELD PROTECTION AND ILLEGALITY.....................................................46

     3.01         Taxes......................................................................................46

     3.02         Illegality.................................................................................48

     3.03         Inability to Determine Rates...............................................................48

     3.04         Increased Cost and Reduced Return; Capital Adequacy; Reserves on
                  Eurodollar Rate Loans......................................................................49

     3.05         Funding Losses.............................................................................50

     3.06         Matters Applicable to all Requests for Compensation........................................50
</TABLE>

                                       i
<PAGE>
<TABLE>
<CAPTION>

SECTION                                                                                                    PAGE

<S>                                                                                                         <C>

     3.07         Survival...................................................................................50

ARTICLE IV        CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..................................................51

     4.01         Conditions of Initial Credit Extension.....................................................51

     4.02         Conditions to all Credit Extensions........................................................52

ARTICLE V         REPRESENTATIONS AND WARRANTIES.............................................................53

     5.01         Existence, Qualification and Power; Compliance with Laws...................................53

     5.02         Authorization; No Contravention............................................................53

     5.03         Governmental Authorization.................................................................53

     5.04         Binding Effect.............................................................................53

     5.05         Financial Statements; No Material Adverse Effect...........................................54

     5.06         Litigation.................................................................................54

     5.07         No Default.................................................................................54

     5.08         Ownership of Property; Liens...............................................................54

     5.09         Environmental Compliance...................................................................54

     5.10         Insurance..................................................................................56

     5.11         Taxes......................................................................................56

     5.12         ERISA Compliance...........................................................................56

     5.13         Subsidiaries...............................................................................57

     5.14         Margin Regulations; Investment Company Act; Public Utility Holding
                  Company Act................................................................................57

     5.15         Disclosure.................................................................................57

     5.16         Intellectual Property; Licenses, Etc.......................................................57

     5.17         Solvency...................................................................................57

ARTICLE VI        AFFIRMATIVE COVENANTS......................................................................58

     6.01         Financial Statements.......................................................................58

     6.02         Certificates; Other Information............................................................59

     6.03         Notices....................................................................................60

     6.04         Payment of Obligations.....................................................................60

     6.05         Preservation of Existence, Etc.............................................................60

     6.06         Maintenance of Properties..................................................................61

     6.07         Maintenance of Insurance...................................................................61

     6.08         Compliance with Laws.......................................................................61
</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>
SECTION                                                                                                    PAGE

<S>                                                                                                         <C>
     6.09         Books and Records..........................................................................61

     6.10         Inspection Rights..........................................................................61

     6.11         Compliance with ERISA......................................................................61

     6.12         Use of Proceeds............................................................................62

     6.13         Environmental Disclosure and Inspection....................................................62

     6.14         Borrower's Remedial Action Regarding Hazardous Materials...................................63

     6.15         Further Assurances.........................................................................63

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

     7.01         Liens......................................................................................63

     7.02         Investments................................................................................65

     7.03         Indebtedness...............................................................................67

     7.04         Fundamental Changes........................................................................68

     7.05         Dispositions...............................................................................68

     7.06         Lease Obligations..........................................................................70

     7.07         Restricted Payments........................................................................70

     7.08         ERISA......................................................................................71

     7.09         Change in Nature of Business...............................................................71

     7.10         Transactions with Affiliates...............................................................71

     7.11         Burdensome Agreements......................................................................72

     7.12         Use of Proceeds............................................................................72

     7.13         Contingent Obligations.....................................................................72

     7.14         Financial Covenants........................................................................73

ARTICLE VIII      EVENTS OF DEFAULT AND REMEDIES.............................................................73

     8.01         Events of Default..........................................................................73

     8.02         Remedies Upon Event of Default.............................................................75

ARTICLE IX        ADMINISTRATIVE AGENT.......................................................................76

     9.01         Appointment and Authorization of the Administrative Agent..................................76

     9.02         Delegation of Duties.......................................................................77

     9.03         Liability of the Administrative Agent......................................................77

     9.04         Reliance by the Administrative Agent.......................................................77

     9.05         Notice of Default..........................................................................78

</TABLE>

                                       iii
<PAGE>

<TABLE>
<CAPTION>
SECTION                                                                                                    PAGE
<S>                                                                                                         <C>
     9.06         Credit Decision; Disclosure of Information by the Administrative Agent.....................78

     9.07         Indemnification of the Administrative Agent................................................79

     9.08         Administrative Agent in its Individual Capacity............................................79

     9.09         Successor Administrative Agent.............................................................80

     9.10         Syndication Agents; Joint Lead Arrangers; Joint Book Managers..............................80

ARTICLE X         MISCELLANEOUS..............................................................................81

     10.01        Amendments, Etc............................................................................81

     10.02        Notices and Other Communications; Facsimile Copies.........................................82

     10.03        No Waiver; Cumulative Remedies.............................................................83

     10.04        Attorney Costs, Expenses and Taxes.........................................................83

     10.05        Indemnification by the Borrower............................................................84

     10.06        Payments Set Aside.........................................................................84

     10.07        Successors and Assigns.....................................................................85

     10.08        Confidentiality............................................................................89

     10.09        Set-off....................................................................................90

     10.10        Interest Rate Limitation...................................................................90

     10.11        Counterparts...............................................................................90

     10.12        Integration................................................................................90

     10.13        Survival of Representations and Warranties.................................................91

     10.14        Severability...............................................................................91

     10.15        Foreign Lenders............................................................................91

     10.16        Replacement of Lenders.....................................................................92

     10.17        Governing Law..............................................................................92

     10.18        Waiver of Right to Trial by Jury...........................................................93

     10.19        Entire Agreement...........................................................................93

     10.20        Unrestricted Subsidiaries..................................................................93
</TABLE>


<TABLE>
<CAPTION>
SCHEDULES
<S>                            <C>
     1.01                      Existing Letters of Credit
     2.01                      Revolving Loan Commitments and Pro Rata Shares
     5.09                      Environmental Compliance
     5.12                      ERISA
</TABLE>

                                       iv

<PAGE>
<TABLE>
<S>                            <C>
     5.13                      Subsidiaries and Other Equity Investments
     7.01                      Existing Liens
     7.02                      Existing Investments
     7.03                      Existing Indebtedness
     7.06                      Existing Leases
     7.13                      Existing Contingent Obligations
     10.02                     Eurodollar and Domestic Lending Offices, Addresses for Notices

EXHIBITS
  FORM OF

     A-1                       Notice of Borrowing
     A-2                       Notice of Conversion/Continuation
     B                         Swing Line Notice
     C-1                       Revolving Loan Note
     C-2                       Negotiated Rate Loan Note
     C-3                       Swing Line Note
     D                         Compliance Certificate
     E                         Assignment and Assumption Agreement
</TABLE>

                                       v

<PAGE>


                           REVOLVING CREDIT AGREEMENT

         This REVOLVING CREDIT AGREEMENT ("AGREEMENT") is entered into as of
April 23, 2002 among LIBBEY GLASS INC., a Delaware corporation (the "BORROWER"),
each lender from time to time party hereto (collectively, the "LENDERS" and
individually, a "LENDER"), and BANK OF AMERICA, N.A., as the Administrative
Agent, Swing Line Lender and an L/C Issuer, and BANK ONE, NA and FLEET NATIONAL
BANK, as syndication agents (the "SYNDICATION AGENTS").

         The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

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

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01 DEFINED TERMS.

         As used in this Agreement, the following terms shall have the meanings
set forth below:

         "ACCOUNTS RECEIVABLE" means presently existing and hereafter arising or
acquired accounts receivable, general intangibles, choses in action and other
forms of obligations and receivables relating in any way to Inventory or arising
from the sale of Inventory or the rendering of services or howsoever otherwise
arising, and, with respect to any of the foregoing receivables or obligations,
(a) all of the interest of the Borrower or any of its Subsidiaries in the goods
(including returned goods) the sale of which gave rise to such receivable or
obligation after the passage of title thereto to any obligor, (b) all other
Liens and property subject thereto from time to time purporting to secure
payment of such receivables or obligations, (c) all guarantees, insurance,
letters of credit and other agreements or arrangements of whatever character
from time to time supporting or securing payment of any such receivables or
obligations, (d) all interests of the Receivables Subsidiary under the documents
evidencing a Permitted Receivables Purchase Facility and any permitted
performance guaranty given in connection therewith, and (e) all records relating
to any of the foregoing and all proceeds and products of any of the foregoing.

         "ACQUISITION" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
by the Borrower or a Subsidiary of all or substantially all of the assets of a
Person, or of any business or division of a Person, (b) the acquisition by the
Borrower or a Subsidiary of in excess of 50% of the capital stock, partnership
interests, membership interests or equity of any Person (other than a Person
already a Subsidiary), or otherwise causing any Person to become a Subsidiary,
or (c) a merger or consolidation or any other combination by the Borrower or a
Subsidiary with another Person (other than a Person that is the Borrower or a
Subsidiary), provided that the Borrower or the Subsidiary is the surviving
entity.




<PAGE>

         "ACQUISITION CREDIT FACILITY" means that certain Credit Agreement dated
as of November 16, 2001 among the Borrower, the other lenders party thereto,
Bank of America, as administrative agent, Bank One, Michigan and Bear Stearns
Corporate Lending, Inc., as syndication agents, and Banc of America Securities
LLC and Banc One Capital Markets, Inc., as joint lead arrangers and joint book
managers, as amended.

         "ADJUSTED CONSOLIDATED NET INCOME" means, for any period, for Holdings
and its Subsidiaries (other than any Unrestricted Subsidiaries) on a
consolidated basis, Consolidated Net Income excluding, if applicable, any
after-tax adjustment to Consolidated Net Income for the Restructuring Charge for
such period.

         "ADMINISTRATIVE AGENT" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any permitted successor
administrative agent.

         "ADMINISTRATIVE AGENT'S OFFICE" means the Administrative Agent's
address and, as appropriate, account as set forth on SCHEDULE 10.02, or such
other address or account as the Administrative Agent may from time to time
notify the Borrower and the Lenders.

         "AFFILIATE" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power to
direct or cause the direction of the management and policies of such Person
whether through the ownership of voting securities or by contract or otherwise
other than any director, officer or employee of such Person.

         "AGENT-RELATED PERSONS" means the Administrative Agent (including any
permitted successor administrative agent), together with its Affiliates
(including, in the case of Bank of America in its capacities as the
Administrative Agent and as a Joint Lead Arranger), and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.

         "AGENTS" means the Administrative Agent and the Syndication Agents.

         "AGGREGATE COMMITMENTS" has the meaning specified in the definition of
"Commitment."

         "AGGREGATE RECEIVABLES DISCOUNT AMOUNT" has the meaning specified in
the definition of "Consolidated EBITDA."

         "AGREEMENT" means this Credit Agreement.

         "APPLICABLE RATE" means the following basis points per annum, based
upon the Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to SECTION 6.02(b):




                                       2
<PAGE>


                                 Applicable Rate
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                     Base Rate + (or minus)          Eurodollar Rate +
-------------------------------------------------------------------------------------------------------------------
Pricing Level    Leverage Ratio     Facility Fee     Revolving Loans                 Revolving Loans
-------------------------------------------------------------------------------------------------------------------
<S>              <C>                <C>                <C>                            <C>
       1         Less than               17.5                    -17.5                           70.0
                 1.75:1.0
-------------------------------------------------------------------------------------------------------------------
       2         Greater than or         25.0                    -25.0                           75.0
                 equal to
                 1.75:1.0 but
                 less than
                 2.5:1.0
-------------------------------------------------------------------------------------------------------------------
       3         Greater than or         30.0                     20.0                            120.0
                 equal to 2.5:1.0
                 but less than
                 3.0:1.0
-------------------------------------------------------------------------------------------------------------------
       4         Greater than or         37.5                     37.5                           137.5
                 equal to 3.0:1.0
-------------------------------------------------------------------------------------------------------------------
</TABLE>

         Any increase or decrease in the Applicable Rate resulting from a change
in the Leverage Ratio shall become effective as of the fifth Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
SECTION 6.02(b); PROVIDED, HOWEVER, that if no Compliance Certificate is
delivered with respect to a fiscal quarter on or prior to the date when due in
accordance with such Section, then, until such time as the applicable Compliance
Certificate is delivered, with respect to the Facility Fee and Revolving Loans,
Pricing Level 4 as set forth in the table above shall apply as of the fifth
Business Day after the Administrative Agent gives the Borrower notice that it
has not received such certificate by the due date. Until adjusted as provided
above, the Applicable Rate shall be as determined pursuant to Section
4.01(a)(vii).

         "APPROVED FUND" has the meaning specified in SECTION 10.07(h).

         "ASSIGNMENT AND ASSUMPTION AGREEMENT" means an Assignment and
Assumption Agreement substantially in the form of EXHIBIT E.

         "ATTORNEY COSTS" means and includes all fees and disbursements of any
law firm or other external counsel and the allocated non-duplicative cost of
internal legal services and all disbursements of internal counsel.



                                       3
<PAGE>

         "ATTRIBUTABLE INDEBTEDNESS" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
(b) in respect of any Synthetic Lease Obligation, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such
lease were accounted for as a capital lease, and (c) in respect of any Permitted
Receivables Purchase Facility, the amount of Receivables Facility Attributed
Indebtedness.

         "AUDITED FINANCIAL STATEMENTS" means the audited consolidated balance
sheet of Holdings and its Subsidiaries for the fiscal year ended December 31,
2001, and the related consolidated statements of income, shareholders' equity
and cash flows for such fiscal year of Holdings and its Subsidiaries.

         "AUTO-RENEWAL LETTER OF CREDIT" has the meaning specified in SECTION
2.04(b)(iii).

         "BANK OF AMERICA" means Bank of America, N.A.

         "BASE RATE" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such rate is a rate set by Bank of America based
upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

         "BASE RATE LOAN" means a Loan that bears interest based on the Base
Rate.

         "BORROWER" has the meaning set forth in the introductory paragraph
hereto.

         "BORROWING" means a Revolving Borrowing, a Negotiated Rate Loan
Borrowing or a Swing Line Borrowing, as the context may require.

         "BUSINESS DAY" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

         "CASH COLLATERALIZE" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the applicable L/C Issuer and the
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the applicable L/C Issuer (which documents are hereby
consented to by the Lenders). Derivatives of such term shall have corresponding
meaning.



                                       4
<PAGE>

         "CHANGE OF CONTROL" means, with respect to any Person, an event or
series of events by which:

         (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, but excluding any employee
benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any
such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
under the Securities Exchange Act of 1934), directly or indirectly, of 30% or
more of the equity securities of such Person entitled to vote for members of the
board of directors or equivalent governing body of such Person; or

         (b) during any period of 12 consecutive months, a majority of the
members of the board of directors or other equivalent governing body of such
Person cease to be composed of individuals (i) who were members of that board or
equivalent governing body on the first day of such period, (ii) whose election
or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COLI DEBT" means all Indebtedness of Holdings or any of its
Subsidiaries to the insurance company issuing the COLI Policies, if and for so
long as: (a) the aggregate principal amount of such Indebtedness is equal to or
less than the aggregate account value of all COLI Policies at the time such
Indebtedness is incurred by Holdings and such Subsidiaries and at all times
thereafter; and (b) the documentation with respect to such Indebtedness limits
the recourse of the insurance company issuing the COLI Policies, as lender,
against Holdings and such Subsidiaries for the payment of such Indebtedness to
the ownership interest of Holdings and its Subsidiaries in the COLI Policies.

         "COLI POLICIES" means all corporate-owned life insurance policies now
or hereafter purchased and maintained by Holdings or any of its Subsidiaries to
insure the lives of certain employees of Holdings and its Subsidiaries, which
policies name Holdings or such Subsidiary as the beneficiary upon the death of
such employee.

         "COMMITMENT" means, as to each Lender, its obligation to (a) make
Revolving Loans to the Borrower pursuant to SECTION 2.01(a), (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount not to exceed the amount set forth
opposite such Lender's name on SCHEDULES 2.01(a), as such amount may be reduced
or adjusted from time to time in accordance with the terms of this Agreement
(collectively, the "AGGREGATE COMMITMENTS").

         "COMPENSATION PERIOD" has the meaning specified in SECTION 2.13(d)(ii).



                                       5
<PAGE>

         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
of EXHIBIT E.

         "CONSOLIDATED EBITDA" means, for any period, for Holdings and its
Subsidiaries (other than any Unrestricted Subsidiaries) on a consolidated basis,
an amount equal to (a) the sum of (i) Consolidated Net Income, (ii) Consolidated
Interest Charges, (iii) provisions for taxes, based on or measured by income,
included in the determination of such Consolidated Net Income, (iv) the amount
of depreciation and amortization expense deducted in determining such
Consolidated Net Income, (v) cash dividends received in respect of equity
investments, (vi) the amount of the Restructuring Charge included in the
determination of such Consolidated Net Income, (vii) other non-cash charges as
disclosed in the financial statements or footnotes thereto of Holdings and its
Subsidiaries (other than any Unrestricted Subsidiaries) for such period included
in the determination of such Consolidated Net Income and (viii) the aggregate
amount of any discount on the sale of Accounts Receivable by Holdings and its
Subsidiaries (other than any Unrestricted Subsidiaries) in connection with a
Permitted Receivables Purchase Facility for such period included in the
determination of such Consolidated Net Income ("AGGREGATE RECEIVABLES DISCOUNT
AMOUNT") minus (b) the sum of (i) pre-tax earnings (with any pre-tax loss being
treated as a negative amount) from equity investments and (ii) non-cash gains as
disclosed in the financial statements or footnotes thereto of Holdings and its
Subsidiaries (other than any Unrestricted Subsidiaries) for such period, in each
case, to the extent included in the determination of such Consolidated Net
Income; PROVIDED, HOWEVER, that solely for the purpose of the computation of the
Leverage Ratio, if there has occurred an Acquisition or Disposition during the
relevant period, Consolidated EBITDA shall be calculated on a Pro Forma Basis.

         "CONSOLIDATED INTEREST CHARGES" means, for any period, for Holdings and
its Subsidiaries (other than any Unrestricted Subsidiaries) on a consolidated
basis, the sum (without any netting of interest income) of (a) all interest,
premium payments and fees (excluding deferred financing fees payable to the
Lenders, the Agents or Joint Lead Arrangers in connection herewith or in
connection with other financing arrangements) of Holdings and its Subsidiaries
(other than any Unrestricted Subsidiaries) in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase
price of assets, in each case to the extent treated as interest in accordance
with GAAP, and (b) the portion of rent expense of Holdings and its Subsidiaries
(other than any Unrestricted Subsidiaries) with respect to such period under
capital leases that is treated as interest in accordance with GAAP.

         "CONSOLIDATED NET INCOME" means, for any period, for Holdings and its
Subsidiaries (other than any Unrestricted Subsidiaries) on a consolidated basis,
the net income of Holdings and its Subsidiaries (other than any Unrestricted
Subsidiaries) after extraordinary items for that period.

         "CONSOLIDATED TOTAL INDEBTEDNESS" means, as of any date of
determination, for Holdings and its Subsidiaries (other than any Unrestricted
Subsidiaries) on a consolidated basis, the sum (without duplication) of (a) the
outstanding principal amount of all obligations, whether current or long-term,
for borrowed money (including Obligations hereunder but excluding COLI Debt),
and all obligations evidenced by bonds, debentures, notes, loan agreements or
other similar instruments, in each case determined in accordance with GAAP, (b)
Receivables Facility Attributed Indebtedness, (c) Attributable Indebtedness in
respect of capital leases and Synthetic



                                       6
<PAGE>

Lease Obligations, and (d) without duplication, all Guaranty Obligations with
respect to Indebtedness of the types specified in sections (a) through (c) above
of Persons other than Holdings or any Restricted Subsidiary to the extent the
aggregate amount thereof exceeds $30,000,000.

         "CONTINGENT OBLIGATION" means, as to any Person, any direct or indirect
liability of that Person, whether or not contingent, with or without recourse,
(a) in respect of any Guaranty Obligation, (b) with respect to any Surety
Instrument issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments, (c) to purchase any
materials, supplies or other property from, or to obtain the services of,
another Person if the relevant contract or other related document or obligation
requires that payment for such materials, supplies or other property, or for
such services, shall be made regardless of whether delivery of such materials,
supplies or other property is ever made or tendered, or such services are ever
performed or tendered, or (d) in respect of any Swap Contract. The amount of any
Contingent Obligation shall (a) in the case of Guaranty Obligations, be deemed
equal to the stated or determinable amount of the primary obligation or portion
thereof in respect of which such Guaranty Obligation is made or, if less, to the
amount to which the Guaranty Obligation is limited or, if not stated or if
indeterminable, the maximum reasonably anticipated liability in respect thereof
as determined by the guarantying Person in good faith, and (b) in the case of
other Contingent Obligations, be equal to the maximum reasonably anticipated
liability in respect thereof.

         "CONTINUING LENDER" has the meaning specified in SECTION 2.15(b).

         "CONTRACTUAL OBLIGATION" means, as to any Person, any provision of any
security issued by such Person or of any material agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "CREDIT EXTENSION" means each of the following: (a) a Revolving
Borrowing, (b) a Negotiated Rate Loan Borrowing, (c) a Swing Line Borrowing, and
(d) an L/C Credit Extension.

         "DEBTOR RELIEF LAWS" means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

         "DEFAULT" means any event that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.

         "DEFAULT RATE" means an interest rate equal to (a) the Base Rate PLUS
(b) the Applicable Rate, if any, applicable to Base Rate Loans PLUS (c) 2% per
annum; PROVIDED, HOWEVER, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.



                                       7
<PAGE>

         "DISPOSITION" or "DISPOSE" means the sale, assignment, exclusive (in
all jurisdictions) licensing or other transfer (including any sale and leaseback
transaction but excluding any ordinary course licensing arrangement and
excluding the sale of environmental credits to the extent the amount of proceeds
therefrom does not exceed $3,000,000 in the aggregate in any fiscal year of the
Borrower) of any property by any Person, including any sale, assignment or other
transfer, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith (other than in connection with a
Permitted Receivables Purchase Facility).

         "DOLLAR" and "$" means lawful money of the United States of America.

         "DOMESTIC SUBSIDIARY" means a Subsidiary of the Borrower which is
organized under the laws of the United States or any political subdivision
thereof.

         "EFFECTIVE DATE" means the first date that all of the conditions
precedent in SECTION 4.01 are satisfied or waived in accordance with SECTION
4.01.

         "ELIGIBLE ASSIGNEE" has the meaning specified in SECTION 10.07(H).

         "ENVIRONMENTAL CLAIM" means any written accusation, allegation, notice
of violation, claim, demand, abatement order or other order or direction
(conditional or otherwise) by any Governmental Authority or any other Person for
any damage, including, without limitation, personal injury (including sickness,
disease or death), tangible or intangible property damage, contribution,
indemnity, indirect or consequential damages, damage to the environment,
nuisance, pollution, contamination or other adverse effects on the environment,
or for fines, penalties or restrictions, in each case relating to, resulting
from or in connection with Hazardous Materials and relating to any Loan Party,
any of its Restricted Subsidiaries or any Facility.

         "ENVIRONMENTAL LAWS" means all Laws relating to environmental, health,
and safety matters applicable to any property.

         "ERISA" means the Employee Retirement Income Security Act of 1974 and
any regulations issued pursuant thereto.

         "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

         "ERISA EVENT" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization (other than any withdrawal by the Borrower from its Syracuse
China Multiemployer Plan to the extent such withdrawal could not reasonably be
expected to result in



                                       8
<PAGE>

incremental liability in excess of the Threshold Amount to any Loan Party); (d)
the filing of a notice of intent to terminate, the treatment of a Pension Plan
amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which might reasonably be expected
to constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;
or (f) the imposition of any liability under Title IV of ERISA, other than PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

         "EURODOLLAR RATE" means for any Interest Period with respect to any
Eurodollar Rate Loan:

         (a) the rate per annum (rounded upward to the next 1/100th of 1%) equal
to the rate determined by the Administrative Agent to be the offered rate that
appears on the page of the Telerate screen (or any successor thereto) that
displays an average British Bankers Association Interest Settlement Rate for
deposits in Dollars (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period, determined as of approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period, or

         (b) if the rate referenced in the preceding subsection (a) does not
appear on such page or service or such page or service shall cease to be
available, the rate per annum (rounded upward to the next 1/100th of 1%) equal
to the rate determined by the Administrative Agent to be the offered rate on
such other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, or

         (c) if the rates referenced in the preceding subsections (a) and (b)
are not available, the rate per annum (rounded upward to the next 1/100th of 1%)
determined by the Administrative Agent as the rate of interest at which deposits
in Dollars for delivery on the first day of such Interest Period in same day
funds in the approximate amount of the Eurodollar Rate Loan being made,
continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America's London Branch to major
banks in the London interbank eurodollar market at their request at
approximately 4:00 p.m. (London time) two Business Days prior to the first day
of such Interest Period.

         "EURODOLLAR RATE LOAN" means a Revolving Loan that bears interest at a
rate based on the Eurodollar Rate.

         "EVENT OF DEFAULT" means any of the events or circumstances specified
in ARTICLE VIII.

         "EXISTING TERMINATION DATE" has the meaning specified in SECTION
2.15(a).

         "EXCLUDED TAX" means any of the following taxes, levies, imposts,
duties, deductions, withholdings or charges, and all liabilities with respect
thereto: (a) Taxes imposed on the net income of a Lender or the Administrative
Agent (including without limitation branch profits



                                       9
<PAGE>

taxes, minimum taxes and taxes computed under alternative methods, at least one
of which is based on net income by (i) the jurisdiction under the laws of which
such Lender or the Administrative Agent is organized or any political
subdivision thereof or (ii) the jurisdiction of such Lender's or the
Administrative Agent's applicable lending office or any political subdivision
thereof or (iii) any jurisdiction in which the Lender or Administrative Agent is
doing business (other than by virtue of being a Lender under this Agreement),
(b) any Taxes that would not have been imposed but for (i) the failure by the
Administrative Agent or such Lender, as applicable, to comply with the
requirements of SECTION 10.15 or otherwise provide and keep current any
certification or other documentation required to qualify for an exemption from
or reduced rate of any Tax or (ii) the gross negligence or willful misconduct of
Administrative Agent or such Lender, and (c) Taxes paid by a transferee of a
Lender to the extent such taxes exceed the amount that the Lender would have
paid with respect to the rights assigned, participated, or otherwise
transferred, unless (i) such assignment, participation or transfer shall have
been made when the circumstances giving rise to such greater payment did not
exist or had not yet occurred or (ii) such assignment, participation or transfer
shall have been made at the request of the Borrower.

         "EXISTING CREDIT FACILITY" means that certain Second Amended and
Restated Credit Agreement dated as of April 23, 1997 among the Borrower, Libbey
Canada Inc., the financial institutions party thereto, Bankers Trust Company, as
administrative agent, The Bank of Nova Scotia, as Canadian agent, Bank One, NA,
as syndication agent, Bank of America, as documentation agent, and The Bank of
New York, The Bank of Nova Scotia, Caisse Nationale de Credit Agricole, Fleet
Bank, N.A. and Keybank National Association, as co-agents, as amended.

         "FACILITIES" means any and all real property (including, without
limitation, all buildings, fixtures or other improvements located thereon) now
or hereafter owned, leased or operated by any Loan Party or any of its
Restricted Subsidiaries.

         "FACILITY FEE" has the meaning specified in SECTION 2.10(a).

         "FEDERAL FUNDS RATE" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; PROVIDED that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

         "FEE LETTER" has the meaning specified in SECTION 2.10(b).

         "FOREIGN LENDER" has the meaning specified in SECTION 10.15.



                                       10
<PAGE>

         "FOREIGN SUBSIDIARY" means a Restricted Subsidiary of the Borrower
which is not a Domestic Subsidiary.

         "FUND" has the meaning specified in SECTION 10.07(h).

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States of America.

         "GAAP" means generally accepted accounting principles in the United
States of America set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or
such other principles as may be approved by a significant segment of the
accounting profession, that are applicable to the circumstances as of the date
of determination.

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

         "GOVERNMENTAL AUTHORIZATIONS" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any foreign,
federal, state or local governmental authority, agency or court.

         "GRANTING LENDER" has the meaning specified in SECTION 10.07(b).

         "GUARANTEED CREDITORS" means and includes (a) the Administrative Agent,
and the Lenders and (b) each Swap Creditor (other than any Loan Party).

         "GUARANTORS" means, collectively, Holdings and the Restricted Material
Subsidiaries as identified with an asterisk on SCHEDULE 5.13 and, after the date
hereof, any Subsidiary which may have joined in the Subsidiary Guaranty pursuant
to SECTION 6.15(B) hereof.

         "GUARANTIES" means, collectively, (a) the Subsidiary Guaranty and (b)
the Holdings Guaranty.

         "GUARANTY OBLIGATION" means, as to any Person, any (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or
other obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligee in



                                       11
<PAGE>

respect of such Indebtedness or other obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness
or other obligation of any other Person, whether or not such Indebtedness or
other obligation is assumed by such Person. The amount of any Guaranty
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guaranty Obligation is made or, if less, the maximum amount to which
the Contingent Obligation is limited or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the
guarantying Person in good faith.

         "HAZARDOUS MATERIALS" means (a) any chemical, material or substance at
any time defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "extremely hazardous waste",
"restricted hazardous waste", "infectious waste", "toxic substances" or any
other formulations intended to define, list or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, "TCLP toxicity" or "EP
toxicity" or words of similar import under any applicable Environmental Laws;
(b) any oil, petroleum, petroleum fraction or petroleum derived substance; (c)
any radioactive materials; (d) asbestos in any form; (e) urea formaldehyde foam
insulation; (f) electrical equipment which contains any oil or dielectric fluid
containing levels of polychlorinated biphenyls in excess of fifty parts per
million; and (g) pesticides.

         "HOLDINGS" means Libbey Inc., a Delaware corporation, and the owner of
100% of the outstanding equity of the Borrower.

         "HOLDINGS GUARANTY" means the Guaranty made by Holdings in favor of the
Administrative Agent on behalf of the Guaranteed Creditors.

         "HONOR DATE" has the meaning specified in SECTION 2.04(c)(i).

         "INCREMENTAL AMOUNT" has the meaning specified in SECTION 7.02(l).

         "INDEBTEDNESS" means, as to any Person at a particular time, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:

         (a) all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;

         (b) all direct or contingent obligations of such Person arising under
letters of credit (including standby and commercial), bankers' acceptances, bank
guaranties, surety bonds and similar instruments;

         (c) all obligations of such Person to pay the deferred purchase price
of property or services payable more than six months after incurrence of the
obligation (other than trade accounts payable in the ordinary course of business
and contingent earn-outs payable with respect to Acquisitions otherwise
permitted hereunder);



                                       12
<PAGE>

         (d) indebtedness (excluding prepaid interest thereon) secured by a Lien
on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or
not such indebtedness shall have been assumed by such Person or is limited in
recourse;

         (e) capital leases to the extent classified as a liability on the
balance sheet in accordance with GAAP and Synthetic Lease Obligations;

         (f) Receivables Facility Attributed Indebtedness; and

         (g) all Guaranty Obligations of such Person in respect of any of the
foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or Joint Venture (other than a Joint Venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person (subject only to customary exceptions) but only
to the extent such Person is liable therefor. The amount of any capital lease or
Synthetic Lease Obligation as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

         "INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION 10.05.

         "INDEMNITEES" has the meaning set forth in SECTION 10.05.

         "INTERCOMPANY INDEBTEDNESS" means Indebtedness of the Borrower or any
of its Subsidiaries which, in the case of the Borrower, is owing to any
Restricted Subsidiary of the Borrower and which, in the case of any Subsidiary,
is owing to the Borrower or any of the Borrower's other Restricted Subsidiaries.

         "INTEREST COVERAGE RATIO" means, as of any date of determination, the
ratio of (a) of Consolidated EBITDA for the period of the four prior fiscal
quarters ending on such date to (b) Consolidated Interest Charges PLUS the
Aggregate Receivables Discount Amount for such period.

         "INTEREST PAYMENT DATE" means, (a) as to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan; PROVIDED, HOWEVER,
that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate
Loan (including a Swing Line Loan), the first Business Day of each April, July,
October and January and the Revolving Loan Termination Date; and (c) as to any
Negotiated Rate Loan, the first Business Day of each month (or such other dates
as are mutually agreed upon by the Borrower and the applicable Lender) and the
Revolving Loan Termination Date.

         "INTEREST PERIOD" means as to each Eurodollar Rate Loan the period
commencing on the date such Eurodollar Rate Loan is disbursed or (in the case of
any Eurodollar Rate Loan) converted to or continued as a Eurodollar Rate Loan
and ending on the date one, two, three or six months thereafter, as selected by
the Borrower in its Notice of Borrowing or Notice of



                                       13
<PAGE>

Conversion/Continuation, as applicable (or, if all Lenders have agreed, nine or
twelve months thereafter); PROVIDED that:

         (a) any Interest Period that would otherwise end on a day that is not a
Business Day shall be extended to the next succeeding Business Day unless, in
the case of a Eurodollar Rate Loan, such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Business Day;

         (b) any Interest Period pertaining to a Eurodollar Rate Loan that
begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period; and

         (c) no Interest Period with respect to any Loan shall extend beyond the
Revolving Loan Termination Date.

         "INVENTORY" means, inclusively, all inventory as defined in the UCC
from time to time and all goods, merchandise and other personal property
wherever located, now owned or hereafter acquired by the Borrower or any of its
Subsidiaries of every kind or description which are held for sale or lease or
are furnished or to be furnished under a contract of service or are raw
materials, work-in-process or materials used or consumed or to be used or
consumed in the Borrower's or any of its Subsidiaries' business.

         "INVESTMENT" means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution to, guaranty of debt of, or purchase or other acquisition
of any other debt or equity participation or interest in, another Person,
including any partnership or Joint Venture interest in such other Person, or (c)
the purchase or other acquisition (in one transaction or a series of related
transactions) of assets of another Person that constitute a business unit. For
purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested by a Person minus cash dividends, other cash returns
and the fair market value of other distributions received by such Person on or
with respect to such Investment net of taxes associated with such dividends and
returns without adjustment for subsequent increases or decreases in the value of
such Investment.

         "IP RIGHTS" has the meaning set forth in SECTION 5.16.

         "IRS" means the United States Internal Revenue Service.

         "JOINT LEAD ARRANGERS" means, collectively, Banc of America Securities
LLC and Banc One Capital Markets, Inc., in their respective capacities as joint
lead arrangers hereunder.

         "JOINT VENTURE" means a corporation, partnership, limited liability
company, joint venture or other similar legal arrangement (whether created by
contract or conducted through a separate legal entity) which is not a Subsidiary
and which is now existing or hereafter formed by the Borrower or any of its
Subsidiaries with another Person in order to conduct a common venture or
enterprise with such Person.



                                       14
<PAGE>

         "LAWS" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, regulations, ordinances, codes and
administrative or judicial precedents or authorities, and all applicable
administrative orders, licenses, authorizations and permits of, and agreements
with, any Governmental Authority (and, in the case of each of the foregoing,
with respect to SECTION 3.04 only, whether or not having the force of law).

         "L/C ADVANCE" means, with respect to each Lender, such Lender's
participation in any L/C Borrowing in accordance with its Pro Rata Share.

         "L/C BORROWING" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Revolving Borrowing.

         "L/C CREDIT EXTENSION" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

         "L/C ISSUER" means Bank of America in its capacity as an issuer of
Letters of Credit hereunder, any other Lender which agrees at the Borrower's
request to serve as an issuer of Letters of Credit hereunder or any successor
issuer of the foregoing; provided, however, that at no time shall there be more
than three Lenders issuing Letters of Credit hereunder.

         "L/C OBLIGATIONS" means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit PLUS the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.

         "LENDER" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes any L/C Issuer and the Swing Line Lender.

         "LENDING OFFICE" means, as to any Lender, the office or offices of such
Lender described as such on SCHEDULE 10.02, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent.

         "LETTER OF CREDIT" means (a) the letters of credit previously issued by
Bank of America for the account of the Borrower listed on SCHEDULE 1.01 hereto
and (b) any letter of credit issued hereunder. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.

         "LETTER OF CREDIT APPLICATION" means an application and agreement for
the issuance or amendment of a letter of credit in the form from time to time in
use by the applicable L/C Issuer.

         "LETTER OF CREDIT EXPIRATION DATE" means the day that is three days
prior to the Revolving Loan Termination Date (or, if such day is not a Business
Day, the next preceding Business Day).

         "LETTER OF CREDIT SUBLIMIT" means an amount equal to the lesser of the
combined Revolving Loan Commitments and $30,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Revolving Loan Commitments.



                                       15
<PAGE>

         "LEVERAGE RATIO" means, as of any date of determination, for Holdings
and its Subsidiaries (other than any Unrestricted Subsidiaries) on a
consolidated basis, the ratio of (a) Consolidated Total Indebtedness as of such
date to (b) Consolidated EBITDA for the most recently ended period of four
fiscal quarters.

         "LIEN" means any mortgage, pledge, hypothecation, assignment,
encumbrance, lien (statutory or other), charge, priority or other security
interest (including any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the UCC or comparable
Laws of any jurisdiction), including the interest of a purchaser of Accounts
Receivable under any Permitted Receivables Purchase Facility.

         "LOAN" means an extension of credit by a Lender to the Borrower under
ARTICLE II in the form of a Revolving Loan, a Swing Line Loan or a Negotiated
Rate Loan.

         "LOAN DOCUMENTS" means this Agreement, each Note, the Fee Letter, each
Request for Credit Extension, each Compliance Certificate, and the Guaranties.

         "LOAN PARTIES" means, collectively, the Borrower and each Guarantor.

         "MATERIAL ADVERSE EFFECT" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, assets, liabilities
(actual or contingent) or condition (financial or otherwise) of Holdings, the
Borrower and its Restricted Subsidiaries taken as a whole; (b) a material
impairment of the ability of the Loan Parties to perform their obligations under
the Loan Documents taken as a whole; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Loan Parties of
the Loan Documents taken as a whole.

         "MATERIAL SUBSIDIARY" means (a) any Domestic Subsidiary and (b) solely
for the purposes of SUBSECTIONS 8.01(f) and (g), any Foreign Subsidiary, in each
case, whose (i) assets have a book value of at least $2,000,000 or (ii) annual
revenues exceed $10,000,000 for the most recently completed four fiscal quarters
of the Borrower.

         "MAXIMUM RATE" has the meaning specified in SECTION 10.10.

         "MULTIEMPLOYER PLAN" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
three calendar years, has made or been obligated to make contributions.

         "NEGOTIATED RATE" means, with respect to any Negotiated Rate Loan, the
fixed rate of interest per annum agreed upon by the Borrower and the Lender
funding such Negotiated Rate Loan.

         "NEGOTIATED RATE LOAN" has the meaning specified in SECTION 2.03.



                                       16
<PAGE>

         "NEGOTIATED RATE LOAN BORROWING" means a borrowing of a Negotiated Rate
Loan pursuant to SECTION 2.03.

         "NEGOTIATED RATE LOAN NOTE" means a promissory note made by the
Borrower in favor of a Lender evidencing Negotiated Rate Loans made by such
Lender, substantially in the form of EXHIBIT C-2.

         "NEGOTIATED RATE LOAN SUBLIMIT" means an amount equal to the lesser of
(a) $125,000,000 and (b) the combined Revolving Loan Commitments. The Negotiated
Rate Loan Sublimit is part of, and not in addition to, the Revolving Loan
Commitments.

          "NON-CONSENTING LENDER" has the meaning specified in SECTION 2.15(b).

         "NONRENEWAL NOTICE DATE" has the meaning specified in SECTION
2.04(b)(iii).

         "NOTES" means, collectively, the Revolving Loan Notes, the Swing Line
Note and the Negotiated Rate Loan Notes.

         "NOTICE OF BORROWING" means a notice of a Revolving Borrowing or
Negotiated Rate Loan Borrowing pursuant to SECTION 2.02 or 2.03, as applicable,
which, if in writing, shall be substantially in the form of EXHIBIT A-1.

         "NOTICE OF CONVERSION/CONTINUATION" means a notice of a conversion or
continuation of Loans pursuant to SECTION 2.02 which, if in writing, shall be
substantially in the form of EXHIBIT A-2.

         "NOTICE OF EXTENSION" has the meaning specified in SECTION 2.15(a).

         "OBLIGATIONS" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest that accrues after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding.

         "ORGANIZATION DOCUMENTS" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws; (b) with respect to
any limited liability company, the articles of formation and operating
agreement; and (c) with respect to any partnership, Joint Venture, trust or
other form of business entity, the partnership, Joint Venture or other
applicable agreement of formation and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation with the
secretary of state or other department in the state of its formation, in each
case as amended from time to time.

         "OTHER TAXES" has the meaning specified in SECTION 3.01(b).

         "OUTSTANDING AMOUNT" means (a) with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or



                                       17
<PAGE>

repayments of Loans, as the case may be, occurring on such date; and (b) with
respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements of outstanding unpaid
drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.

         "OUTSTANDING REVOLVING CREDIT OBLIGATIONS" means the sum of the
aggregate Outstanding Amount of all Revolving Loans, Negotiated Rate Loans,
Swing Line Loans and L/C Obligations.

         "PARTICIPANT" has the meaning specified in SECTION 10.07(d).

         "PARTICIPATING SUBSIDIARY" means any Subsidiary of the Borrower that is
a participant in a Permitted Receivables Purchase Facility.

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "PENSION PLAN" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

         "PERMITTED COST SAVINGS" means, with respect to the determination of
Consolidated Net Income on a Pro Forma Basis, such cost savings as would be
permitted pursuant to Rule 11.02 of Regulation S-X, based on the Borrower's
management's good faith estimate and as reviewed by certified public
accountants.

         "PERMITTED LIENS" has the meaning specified in SECTION 7.01.

         "PERMITTED RECEIVABLES PURCHASE FACILITY" means any program entered
into by the Borrower and/or its Participating Subsidiaries directly or
indirectly through a Receivables Subsidiary involving the sale or other
financing, without recourse based solely upon a default by one or more account
debtors in the payment of any Accounts Receivable included in the applicable
Permitted Receivables Purchase Facility, of Accounts Receivable arising in the
ordinary course of business; PROVIDED that any such transaction described in the
foregoing clause shall be consummated pursuant to documentation in form
reasonably satisfactory to the Administrative Agent, as evidenced by its written
approval thereof.

         "PERMITTED SWAP OBLIGATIONS" means any obligations (contingent or
otherwise) of the Borrower or any Subsidiary existing or arising under any Swap
Contract, PROVIDED that such obligations are (or were) entered into by such
Person in the ordinary course of business for the purpose of directly mitigating
risks associated with liabilities, commitments, investments, assets, or property
held or reasonably anticipated by such Person, or changes in the value of
securities issued by such Person and not for purposes of speculation.



                                       18
<PAGE>

         "PERSON" means any individual, trustee, corporation, general
partnership, limited partnership, limited liability company, joint stock
company, trust, unincorporated organization, bank, business association, firm,
Joint Venture or Governmental Authority.

         "PLAN" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

         "PROPOSED AH ACQUISITION" means the proposed acquisition by the
Borrower of substantially all of the Anchor Hocking consumer and specialty glass
products business of Newell Rubbermaid, Inc.

         "PRO FORMA BASIS" means, (a) with respect to the preparation of pro
forma financial statements for the purpose of the adjustment to Consolidated
EBITDA relating to any Acquisition and for any other purpose related to any
Acquisition, a pro forma on the basis that (i) any Indebtedness incurred or
assumed in connection with such Acquisition was incurred or assumed on the first
day of the applicable period, (ii) if such Indebtedness bears a floating
interest rate, such interest shall be paid over the pro forma period either at
the rate in effect on the date of such Acquisition or the applicable rate
experienced over the period, and (iii) all income and expense associated with
the assets or entity acquired in connection with such Acquisition for the most
recently ended four fiscal quarter period for which such income and expense
amounts are available shall be treated as being earned or incurred by Holdings
and its Restricted Subsidiaries on a pro forma basis for the portion of the
applicable period occurring prior to the date such Acquisition has occurred
without giving effect to any cost savings other than Permitted Cost Savings;
PROVIDED, HOWEVER, that with respect to the amount of any Permitted Cost
Savings, 100% of such amount may be used in the first fiscal quarter ending
after the date the applicable Acquisition was consummated, 75% of such amount
may be used in the second fiscal quarter ending after the date the applicable
Acquisition was consummated, 50% of such amount may be used in the third fiscal
quarter ending after the date the applicable Acquisition was consummated, and
25% of such amount may be used in the fourth fiscal quarter ending after the
date the applicable Acquisition was consummated; and (b) with respect to the
preparation of pro forma financial statements for purpose of the permitted
adjustment to Consolidated EBITDA relating to any Disposition and for any other
purpose related to any Disposition, a pro forma on the basis that (i) any
Indebtedness prepaid out of the proceeds of such Disposition shall be deemed to
have been prepaid as of the first day of the applicable period, and (ii) all
income and expense (other than such expenses as the Borrower, in good faith,
estimates will not be reduced or eliminated as a consequence of such
Disposition) associated with the assets or entity disposed of in connection with
such Disposition shall be deemed to have been eliminated as of the first day of
the applicable period.

         "PRO RATA SHARE" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the combined Revolving Loan
Commitments set forth opposite the name of that Lender on SCHEDULE 2.01, as
adjusted to give effect to any assignments pursuant to SECTION 10.07(b),
increase in the combined Revolving Loan Commitments pursuant to SECTION 2.07(c)
or termination of the Revolving Loan Commitments pursuant to SECTION 2.07 OR
2.15.



                                       19
<PAGE>

         "RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS" at any time shall mean
the aggregate net outstanding amount theretofore paid to the Receivables
Subsidiary in respect of the Accounts Receivable sold, transferred or otherwise
financed by it in connection with a Permitted Receivables Purchase Facility.

         "RECEIVABLES SUBSIDIARY" means a special purpose, bankruptcy remote,
direct or indirect, wholly-owned Restricted Subsidiary of the Borrower which may
be formed for the sole and exclusive purpose of engaging in activities in
connection with the purchase, sale and financing of Accounts Receivable in
connection with and pursuant to a Permitted Receivables Purchase Facility.

         "REGISTER" has the meaning set forth in SECTION 10.07(c).

         "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including, without limitation, the abandonment of any barrels,
containers or other closed receptacles containing any Hazardous Materials), or
into or out of any Facility, including the movement of any Hazardous Material
through the air, soil, surface water, groundwater or property.

         "REPORTABLE EVENT" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "REQUEST FOR CREDIT EXTENSION" means (a) with respect to a Revolving
Borrowing, a borrowing of Negotiated Rate Loans, or conversion or continuation
of Revolving Loans, a Notice of Borrowing or Notice of Conversion/Continuation,
as applicable, (b) with respect to a Borrowing of a Swing Line Loan, a Swing
Line Notice and (c) with respect to an L/C Credit Extension, a Letter of Credit
Application.

         "REQUIRED LENDERS" means, as of any date of determination, Lenders
whose Voting Percentages aggregate more than 50%.

         "RESPONSE DATE" has the meaning specified in SECTION 2.15(b).

         "RESPONSIBLE OFFICER" means the president, chief financial officer,
secretary, treasurer or assistant treasurer of a Loan Party. Any document
delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary
corporate, partnership, limited liability company and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.

         "RESTRICTED PAYMENT" means (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any capital
stock of the Borrower or any Subsidiary thereof, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or of any option, warrant
or other right to acquire any such capital stock and (b) any Investment in an
Unrestricted Subsidiary (it being




                                       20
<PAGE>

understood that on the date any Subsidiary is designated as an Unrestricted
Subsidiary, the Borrower shall be deemed to have made an Investment in such
Subsidiary in the aggregate amount of all then outstanding Investments
previously made in such Subsidiary by the Borrower or its Restricted
Subsidiaries).

         "RESTRICTED MATERIAL SUBSIDIARIES" means all Material Subsidiaries
which are also Restricted Subsidiaries.

         "RESTRICTED SUBSIDIARIES" means all the Subsidiaries of the Borrower
other than the Unrestricted Subsidiaries.

         "RESTRUCTURING CHARGE" means the pre-tax charges of the Borrower in an
aggregate amount not to exceed $20,000,000 relating to (a) the Proposed AH
Acquisition and/or (b) goodwill impairment charges pursuant to FASB Rule 141 or
142.

         "REVOLVING BORROWING" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and having the same Interest Period made by
each of the Lenders pursuant to SECTION 2.01.

         "REVOLVING LENDER" means a Lender having a Revolving Loan Commitment.

         "REVOLVING LOAN" has the meaning specified in SECTION 2.01.

         "REVOLVING LOAN COMMITMENT" has the meaning specified in SECTION 2.01.

         "REVOLVING LOAN NOTE" means a promissory note made by the Borrower in
favor of a Lender evidencing Revolving Loans made by such Lender, substantially
in the form of EXHIBIT C-1.

         "REVOLVING LOAN TERMINATION DATE" means (a) the later of April 23, 2005
and any later date to which such date is extended pursuant to SECTION 2.15, or
(b) such earlier date upon which the Revolving Loan Commitments may be
terminated in accordance with the terms hereof.

         "SOLVENT" means, when used with respect to a Person, that (a) the fair
saleable value of the assets of such Person is in excess of the total amount of
the present value of its liabilities (including for purposes of this definition
all liabilities (including loss reserves as determined by such Person), whether
or not reflected on a balance sheet prepared in accordance with GAAP and whether
direct or indirect, fixed or contingent, secured or unsecured, disputed or
undisputed), (b) such Person is able to pay its debts or obligations in the
ordinary course as they mature and (c) such Person does not have unreasonably
small capital to carry out its business as conducted and as proposed to be
conducted. "SOLVENCY" shall have a correlative meaning.

         "SPC" has the meaning specified in SECTION 10.07(b).

         "SUBSIDIARY" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than



                                       21
<PAGE>

securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is
otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Borrower.

         "SUBSIDIARY GUARANTY" means the Guaranty made by the applicable
Guarantors in favor of the Administrative Agent on behalf of the Guaranteed
Creditors.

         "SURETY INSTRUMENTS" means all letters of credit (including standby and
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments, including the Letters of Credit.

         "SWAP CONTRACT" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "MASTER AGREEMENT"), including
any such obligations or liabilities under any Master Agreement.

         "SWAP CREDITOR" means Bank of America, in its individual capacity, any
Lender or syndicate of financial institutions organized by Bank of America, any
affiliate of Bank of America, or any Lender or affiliate of any Lender (even if
Bank of America or any such Lender subsequently ceases to be a Lender under this
Agreement for any reason) which, in any case, is a party to any Swap Contract
and, in each case of the foregoing, their subsequent assigns.

         "SWING LINE" means the revolving credit facility made available by the
Swing Line Lender pursuant to SECTION 2.06.

         "SWING LINE BORROWING" means a borrowing of a Swing Line Loan pursuant
to SECTION 2.06.

         "SWING LINE LENDER" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "SWING LINE LOAN" has the meaning specified in SECTION 2.06(a).



                                       22
<PAGE>

         "SWING LINE NOTE" means a promissory note made by the Borrower in favor
of the Swing Line Lender evidencing Swing Line Loans made by such Lender,
substantially in the form of EXHIBIT C-3.

         "SWING LINE LOAN NOTICE" means a notice of a Swing Line Borrowing
pursuant to SECTION 2.06(b), which, if in writing, shall be substantially in the
form of EXHIBIT B.

         "SWING LINE SUBLIMIT" means an amount equal to the lesser of (a)
$25,000,000 and (b) the Revolving Loan Commitments. The Swing Line Sublimit is
part of, and not in addition to, the Revolving Loan Commitment.

         "SYNDICATION AGENTS" means Bank One, NA and Fleet National Bank in
their respective capacities as syndication agents hereunder.

         "SYNTHETIC LEASE OBLIGATION" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "TAXES" has the meaning specified in SECTION 3.01(a).

         "THRESHOLD AMOUNT" means $20,000,000.

         "TYPE" means, with respect to a Revolving Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York.

         "UNFUNDED PENSION LIABILITY" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "UNREIMBURSED AMOUNT" has the meaning set forth in SECTION 2.04(c)(i).

         "UNRESTRICTED SUBSIDIARY" means (a) any Subsidiary of the Borrower
which is not a Domestic Subsidiary and which is designated as such in writing to
the Administrative Agent pursuant to SECTION 10.20 and (b) any Subsidiary of
Holdings (other than the Borrower and any of its Subsidiaries) which is formed
after the date hereof.

         "VOTING PERCENTAGE" means as to any Lender, (a) at the time when the
Aggregate Commitments are in effect, the percentage (carried out to the ninth
decimal place) which the sum of such Lender's Pro Rata Share of the combined
Revolving Loan Commitments then comprises of the Aggregate Commitments, and (b)
at any time after the termination of the Aggregate Commitments, the percentage
(carried out to the ninth decimal place) which (i) the sum of (A) the
Outstanding Amount of such Lender's Loans plus (B) such Lender's Pro Rata Share
of the



                                       23
<PAGE>

Outstanding Amount of L/C Obligations, plus (C) such Lender's Pro Rata Share of
the Outstanding Amount of Swing Line Loans, then comprises of (ii) the
Outstanding Amount of all Loans and L/C Obligations; PROVIDED, HOWEVER, that if
any Lender has failed to fund any portion of the Revolving Loans, participations
in L/C Obligations or participations in Swing Line Loans required to be funded
by it hereunder, such Lender's Voting Percentage shall be deemed to be zero, and
the respective Pro Rata Shares and Voting Percentages of the other Lenders shall
be recomputed for purposes of this definition and the definition of "Required
Lenders" without regard to such Lender's Commitment or the outstanding amount of
its Revolving Loans, L/C Advances and funded participations in Swing Line Loans,
as the case may be.

         1.02 OTHER INTERPRETIVE PROVISIONS.

         With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

         (a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b) (i) The words "HEREIN" and "HEREUNDER" and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.

                  (ii) Article, Section, Exhibit and Schedule references are to
         the Loan Document in which such reference appears.

                  (iii) The term "INCLUDING" is by way of example and not
         limitation.


                  (iv) The term "DOCUMENTS" includes any and all instruments,
         documents, agreements, certificates, notices, reports, financial
         statements and other writings, however evidenced, whether in physical
         or electronic form.

         (c) 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 mean "TO BUT EXCLUDING;" and the word "THROUGH" means "TO AND
INCLUDING."

         (d) Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

         1.03 ACCOUNTING TERMS.

         (a) All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements,
EXCEPT as otherwise specifically prescribed herein.



                                       24
<PAGE>

         (b) If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); PROVIDED THAT, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

         1.04 ROUNDING.

         Any financial ratios required to be maintained by the Borrower pursuant
to this Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).

         1.05 REFERENCES TO AGREEMENTS AND LAWS.

         Unless otherwise expressly provided herein, (a) references to
agreements (including the Loan Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Loan Document; and (b) references to any Law shall include
all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Law.

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 AMOUNTS AND TERMS OF COMMITMENTS. Subject to the terms and
conditions set forth herein, each Lender severally agrees to make loans (each
such loan, a "REVOLVING LOAN") to the Borrower from time to time on any Business
Day during the period from the Effective Date to the Revolving Loan Termination
Date, in an aggregate amount not to exceed at any time outstanding the amount
set forth on SCHEDULE 2.01 with respect to such Lender (such amount, as the same
may be reduced or increased under SECTION 2.07 or reduced as a result of one or
more assignments under SECTION 10.07, such Lender's "REVOLVING LOAN
COMMITMENT"); provided, however, that after giving effect to any Revolving
Borrowing, (i) the Outstanding Revolving Credit Obligations shall not exceed the
combined Revolving Loan Commitments, and (ii) no Revolving Lender's Pro Rata
Share of the Outstanding Revolving Credit Obligations shall exceed such Lender's
Revolving Loan Commitment. Within the limits of each Lender's Revolving Loan
Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow under this SECTION 2.01, prepay under SECTION 2.05, and reborrow
under this SECTION 2.01. Revolving Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein.

                                       25
<PAGE>

         2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

         (a) Each Revolving Borrowing, each conversion of Revolving Loans from
one Type to the other, and each continuation of Revolving Loans as the same Type
shall be made upon the Borrower's irrevocable notice to the Administrative
Agent, which notice shall be irrevocable (subject to SECTION 3.03) and which may
be given by telephone. Each such notice must be received by the Administrative
Agent not later than noon, New York time, (i) three Business Days prior to the
requested date of any Revolving Borrowing of, conversion to or continuation of
Eurodollar Rate Loans, and (ii) on the requested date of any conversion of
Eurodollar Rate Loans to Base Rate Loans, and of any Revolving Borrowing of Base
Rate Loans; PROVIDED, HOWEVER, that if the Borrower wishes to request Eurodollar
Rate Loans having an Interest Period other than one, two, three or six months in
duration as provided in the definition of "Interest Period", the applicable
notice must be received by the Administrative Agent not later than noon, New
York time, four Business Days prior to the requested date of Revolving
Borrowing, conversion or continuation. Each such telephonic notice must be
confirmed promptly by delivery to the Administrative Agent of a written Notice
of Borrowing or Notice of Conversion/Continuation as the case may be,
appropriately completed and signed by a Responsible Officer of the Borrower or a
Person designated in writing to the Administrative Agent by such Responsible
Officer to request Revolving Loans (and with respect to which specimen
signatures have been provided) or convert/continue Revolving Loans. Each
Revolving Borrowing of, and each conversion to or continuation of Loans of
either Type shall be in a principal amount of $2,500,000 or a whole multiple of
$500,000 in excess thereof. Each Notice of Borrowing or Notice of
Conversion/Continuation, as applicable (whether telephonic or written), shall
specify (i) whether the Borrower is requesting a Revolving Borrowing, a
conversion of Revolving Loans from one Type to the other, or a continuation of
Revolving Loans as the same Type, (ii) the requested date of the Revolving
Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the Type of Revolving Loans to be borrowed or to which existing
Revolving Loans are to be converted, and (v) if applicable, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type of
Loan in a Notice of Borrowing or Notice of Conversion/Continuation or if the
Borrower fails to give a timely notice requesting a conversion or continuation,
then the applicable Loans shall be made or continued as, or converted to, Base
Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective
as of the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans. If the Borrower requests a Revolving Borrowing
of, conversion to, or continuation of Eurodollar Rate Loans in any such Notice
of Borrowing or Notice of Conversion/Continuation, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month.

         (b) Following receipt of a Notice of Borrowing or Notice of
Conversion/Continuation, the Administrative Agent shall promptly notify each
Lender of its Pro Rata Share of the applicable Loans, and if no timely notice of
a conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to
Base Rate Loans described in the preceding subsection. In the case of a
Revolving Borrowing, each Lender shall make the amount of its Revolving Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 1:00 p.m., New York time, on the
Business Day specified in the applicable Notice of



                                       26
<PAGE>

Borrowing. Upon satisfaction of the applicable conditions set forth in SECTION
4.02 (and, if such Borrowing is the initial Credit Extension, SECTION 4.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to the Administrative Agent by the Borrower; PROVIDED,
HOWEVER, that if, on the date of the Revolving Borrowing there are L/C
Borrowings outstanding, then the proceeds of such Borrowing shall be applied,
first, to the payment in full of any such L/C Borrowings, and SECOND, to the
Borrower as provided above.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders.

         (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan upon
determination of such interest rate. The determination of the Eurodollar Rate by
the Administrative Agent shall be presumptively correct in the absence of
manifest error. The Administrative Agent shall notify the Borrower and the
Lenders of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such change.

         (e) After giving effect to any Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than fifteen Interest Periods in effect with respect to
Eurodollar Rate Loans.

         (f) Negotiated Rate Loans may not be converted or continued but shall
at all times bear interest at the applicable Negotiated Rate.

         (g) Swing Line Loans may not be converted or continued but shall at all
times bear interest at the Base Rate PLUS the Applicable Rate for Revolving
Loans that are Base Rate Loans.

         2.03 NEGOTIATED RATE LOANS.

         (a) Subject to the terms and conditions of this Agreement and in
reliance upon the representations and warranties of the Borrower set forth
herein, each Revolving Lender hereby severally agrees that from time to time
during the period from and including the Effective Date to but excluding the
Revolving Loan Termination Date, the Borrower may request one or more Revolving
Lenders, in the sole discretion of each, to make one or more Loans to the
Borrower on a non-pro rata basis, each such Loan to remain outstanding for at
least one day and to mature no later than 180 days after the making thereof (or
if earlier, the Revolving Loan Termination Date) and to bear interest at such
rate as shall be agreed to by the Borrower and the applicable Revolving Lender
(each such Loan being a "NEGOTIATED RATE LOAN"); PROVIDED that in no event shall
(i) the aggregate Outstanding Amount of Negotiated Rate Loans at any time exceed
the Negotiated Rate Loan Sublimit or (ii) the Outstanding Revolving Credit
Obligations exceed the Revolving Loan Commitment. All Negotiated Rate Loans
shall be in such minimum amounts as



                                       27
<PAGE>

may be mutually agreed upon by the Borrower and the applicable Revolving Lender.
The Borrower and Revolving Lenders acknowledge that (i) subject to the proviso
in the first sentence of this paragraph, notwithstanding the Revolving Loan
Commitment of any Revolving Lender, each Revolving Lender may, but shall not be
obligated to, make Negotiated Rate Loans as of any date in any aggregate amount
that would not cause the Outstanding Revolving Credit Obligations to exceed the
combined Revolving Loan Commitments then in effect (and for such purposes each
Revolving Lender may rely on the information provided by the Borrower in the
Notice of Borrowing); and (B) Negotiated Rate Loans need not be made in
accordance with the Revolving Lenders' Pro Rata Shares.

         (b) Each Revolving Lender making any Negotiated Rate Loans shall, prior
to or concurrently with the making thereof, provide Agent with written notice of
the amount, the date of Borrowing and maturity date of such Negotiated Rate
Loans, and the Borrower and Revolving Lenders will, from time to time, furnish
such information to the Administrative Agent as the Administrative Agent may
reasonably request relating to the making of Negotiated Rate Loans, including,
without limitation, confirmation of amounts, the date of Borrowing and
maturities (and, upon the occurrence and during the continuance of any Event of
Default or Default only, applicable interest rates), for the purpose of
determining the Outstanding Revolving Credit Obligations and the allocation of
amounts received from the Borrower for payment of all amounts owing hereunder.

         (c) Whenever the Borrower desires that a Revolving Lender make a
Negotiated Rate Loan, it shall deliver to the Administrative Agent and the
applicable Revolving Lender a Notice of Borrowing no later than 12:00 noon (New
York time) on the proposed Borrowing date. Promptly after receipt by the
Administrative Agent of a Notice of Borrowing (or telephonic notice in lieu
thereof) requesting Negotiated Rate Loans, the Administrative Agent shall
forward a copy of such notice to the applicable Revolving Lender(s) specified
therein. Upon satisfaction or waiver of the conditions precedent specified in
ARTICLE IV, the Revolving Lender funding any Negotiated Rate Loan shall make the
proceeds of such Negotiated Rate Loan available to the Borrower on the
applicable Borrowing date by causing an amount equal to the proceeds of such
Loan in same day funds to be credited to such account of the Borrower as may be
agreed to by the Borrower and the Revolving Lender.

         (d) On the Effective Date, the Borrower shall execute and deliver to
each Revolving Lender making a request therefor (or to the Administrative Agent
for that Revolving Lender) a Negotiated Rate Loan Note to evidence the
Negotiated Rate Loans which may be advanced by such Revolving Lender.

         (e) The Borrower shall compensate each Revolving Lender, upon written
request by such Revolving Lender (which request shall set forth in reasonable
detail the basis for requesting such amounts), for all reasonable losses or
expenses (other than lost profits) arising from the liquidation or redeployment
of funds obtained by it to maintain such Loan or from fees payable to terminate
the deposits from which such funds were obtained, which such Revolving Lender
may actually incur with respect to Negotiated Rate Loans: (i) if for any reason
(other than a default or error by such Revolving Lender) a Borrowing of any
Negotiated Rate Loan does not occur on the date specified therefor in a Notice
of Borrowing, (ii) if any prepayment or other



                                       28
<PAGE>

principal payment of any of such Revolving Lender's Negotiated Rate Loans occurs
on a date prior to the last day of the interest period applicable to that
Negotiated Rate Loan, (iii) if any prepayment of any of such Revolving Lender's
Negotiated Rate Loans is not made on any date specified in a notice of
prepayment given by the Borrower and consented to by such Revolving Lender, or
(iv) as a consequence of any other default by the Borrower to repay such
Revolving Lender's Negotiated Rate Loans when required by the terms of this
Agreement.

         (f) The Borrower may not prepay any Negotiated Rate Loan without the
consent of the applicable Revolving Lender; PROVIDED that the Borrower shall
deliver to the Administrative Agent a notice of any prepayment of any Negotiated
Rate Loan on or prior to the date of such prepayment.

         2.04 LETTERS OF CREDIT.

         (a) THE LETTER OF CREDIT COMMITMENT.

                  (i) Subject to the terms and conditions set forth herein, (A)
         each L/C Issuer agrees, in reliance upon the agreements of the other
         Revolving Lenders set forth in this SECTION 2.04, (1) from time to time
         on any Business Day during the period from the Effective Date until the
         Letter of Credit Expiration Date, to issue Letters of Credit for the
         account of the Borrower, and to amend or renew Letters of Credit
         previously issued by it, in accordance with subsection (b) below, and
         (2) to honor drafts under the Letters of Credit; and (B) the Revolving
         Lenders severally agree to participate in Letters of Credit issued for
         the account of the Borrower; PROVIDED that no L/C Issuer shall be
         obligated to make any L/C Credit Extension with respect to any Letter
         of Credit, and no Lender shall be obligated to participate in, any
         Letter of Credit if as of the date of such L/C Credit Extension, (x)
         the Outstanding Revolving Credit Obligations would exceed the combined
         Revolving Loan Commitments, (y) such Lender's Pro Rata Share of the
         Outstanding Revolving Credit Obligations would exceed such Lender's
         Revolving Loan Commitment, or (z) the Outstanding Amount of the L/C
         Obligations would exceed the Letter of Credit Sublimit. Within the
         foregoing limits, and subject to the terms and conditions hereof, the
         Borrower's ability to obtain Letters of Credit shall be fully
         revolving, and accordingly the Borrower may, during the foregoing
         period, obtain Letters of Credit to replace Letters of Credit that have
         expired or that have been drawn upon and reimbursed. As of the
         Effective Date, each of the letters of credit listed on SCHEDULE 1.01
         hereto shall be deemed to be Letters of Credit issued pursuant hereto.

                  (ii) An L/C Issuer shall be under no obligation to issue any
         Letter of Credit if:

                           (A) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain such L/C Issuer from issuing such Letter of
                  Credit, or any Law applicable to such L/C Issuer or any
                  request or directive (whether or not having the force of law)
                  from any Governmental Authority with jurisdiction over such
                  L/C Issuer shall prohibit, or request that such L/C Issuer
                  refrain from, the issuance of letters of credit generally or
                  such Letter of Credit in particular or shall impose upon such
                  L/C Issuer with


                                       29
<PAGE>

                  respect to such Letter of Credit any restriction, reserve or
                  capital requirement (for which such L/C Issuer is not
                  otherwise compensated hereunder) not in effect on the
                  Effective Date, or shall impose upon such L/C Issuer any
                  unreimbursed loss, cost or expense which was not applicable on
                  the Effective Date and which such L/C Issuer in good faith
                  deems material to it;

                           (B) subject to SECTION 2.04(b)(iii), the expiry date
                  of such requested Letter of Credit would occur more than
                  twelve months after the date of issuance or last renewal,
                  unless the applicable L/C Issuer has approved such expiry
                  date;

                           (C) the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date;

                           (D) the purpose or form of such Letter of Credit
                  would violate one or more policies of such L/C Issuer;

                           (E) such Letter of Credit is to be denominated in a
                  currency other than Dollars; or

                           (F) the Borrower shall not have agreed to pay the
                  applicable L/C Issuer such fees and expenses with respect to
                  such Letter of Credit as such L/C Issuer is customarily paid
                  in similar situations in connection with the issuance,
                  negotiation, processing and/or administration of letters of
                  credit or as otherwise agreed to by such L/C Issuer and the
                  Borrower.

                  (iii) An L/C Issuer shall be under no obligation to amend any
         Letter of Credit if (A) such L/C Issuer would have no obligation at
         such time to issue such Letter of Credit in its amended form under the
         terms hereof, or (B) the beneficiary of such Letter of Credit does not
         accept the proposed amendment to such Letter of Credit.

         (b) PROCEDURES FOR ISSUANCE AND AMENDMENT OF LETTERS OF CREDIT;
AUTO-RENEWAL LETTERS OF CREDIT.

                  (i) Each Letter of Credit shall be issued or amended, as the
         case may be, upon the request of the Borrower delivered to the
         applicable L/C Issuer (with a copy to the Administrative Agent) in the
         form of a Letter of Credit Application, appropriately completed and
         signed by a Responsible Officer of the Borrower. Such L/C Application
         must be received by such L/C Issuer and the Administrative Agent not
         later than noon, New York time, at least two Business Days (or such
         later date and time as such L/C Issuer may agree in a particular
         instance in its sole discretion) prior to the proposed issuance date or
         date of amendment, as the case may be. In the case of a request for an
         initial issuance of a Letter of Credit, such Letter of Credit
         Application shall specify in form and detail reasonably satisfactory to
         such L/C Issuer: (A) the proposed issuance date of the requested Letter
         of Credit (which shall be a Business Day); (B) the amount thereof; (C)
         the expiry date thereof; (D) the name and address of the beneficiary
         thereof; (E) the


                                       30
<PAGE>

         documents to be presented by such beneficiary in case of any drawing
         thereunder; (F) the full text of any certificate to be presented by
         such beneficiary in case of any drawing thereunder; and (G) such other
         matters as such L/C Issuer may reasonably require. In the case of a
         request for an amendment of any outstanding Letter of Credit, such
         Letter of Credit Application shall specify in form and detail
         satisfactory to such L/C Issuer (A) the Letter of Credit to be amended;
         (B) the proposed date of amendment thereof (which shall be a Business
         Day); (C) the nature of the proposed amendment; and (D) such other
         matters as such L/C Issuer may reasonably require.

                  (ii) Promptly after receipt of any Letter of Credit
         Application, each L/C Issuer will confirm with the Administrative Agent
         (by telephone or in writing) that the Administrative Agent has received
         a copy of such Letter of Credit Application from the Borrower and, if
         not, such L/C Issuer will provide the Administrative Agent with a copy
         thereof. Upon receipt by such L/C Issuer of confirmation from the
         Administrative Agent that the requested issuance or amendment is
         permitted in accordance with the terms hereof, then, subject to the
         terms and conditions hereof, such L/C Issuer shall, on the requested
         date, issue a Letter of Credit for the account of the Borrower or enter
         into the applicable amendment, as the case may be, in each case in
         accordance with such L/C Issuer's usual and customary business
         practices. Immediately upon the issuance of each Letter of Credit, each
         Revolving Lender shall be deemed to, and hereby irrevocably and
         unconditionally agrees to, purchase from such L/C Issuer a risk
         participation in such Letter of Credit in an amount equal to the
         product of such Lender's Pro Rata Share times the amount of such Letter
         of Credit.

                  (iii) If the Borrower so requests in any applicable Letter of
         Credit Application, any L/C Issuer may, in it sole and absolute
         discretion, agree to issue a Letter of Credit that has automatic
         renewal provisions (each, an "AUTO-RENEWAL LETTER OF CREDIT"); provided
         that any such Auto-Renewal Letter of Credit must permit such L/C 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
         (the "NONRENEWAL NOTICE DATE") in each such twelve-month period to be
         agreed upon at the time such Letter of Credit is issued. Unless
         otherwise directed by such L/C Issuer, the Borrower shall not be
         required to make a specific request to such L/C Issuer for any such
         renewal. Once an Auto-Renewal Letter of Credit has been issued, the
         Revolving Lenders shall be deemed to have authorized (but may not
         require) such L/C Issuer to permit the renewal of such Letter of Credit
         at any time to a date not later than the Letter of Credit Expiration
         Date; PROVIDED, HOWEVER, that such L/C Issuer shall not permit any such
         renewal if (A) such L/C Issuer would have no obligation at such time to
         issue such Letter of Credit in its renewed form under the terms hereof,
         or (B) it has received notice (which may be by telephone or in writing)
         on or before the Business Day immediately preceding the Nonrenewal
         Notice Date 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. Notwithstanding anything to the contrary
         contained herein, no L/C Issuer shall have any obligation to permit the
         renewal of any Auto-Renewal Letter of Credit at any time.



                                       31
<PAGE>

                  (iv) Promptly after its delivery of any Letter of Credit or
         any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the applicable L/C Issuer will
         also deliver to the Borrower and the Administrative Agent a true and
         complete copy of such Letter of Credit or amendment.

         (c) DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.

                  (i) Upon any drawing under any Letter of Credit, the
         applicable L/C Issuer shall notify the Borrower and the Administrative
         Agent thereof. Not later than 12:00 noon, New York time, on the date of
         any payment by such L/C Issuer under a Letter of Credit (each such
         date, an "HONOR DATE"), the Borrower shall reimburse such L/C Issuer
         through the Administrative Agent in an amount equal to the amount of
         such drawing. If the Borrower fails to so reimburse such L/C Issuer by
         such time, the Administrative Agent shall promptly notify each
         Revolving Lender of the Honor Date, the amount of the unreimbursed
         drawing (the "UNREIMBURSED AMOUNT"), and such Lender's Pro Rata Share
         thereof. In such event, the Borrower shall be deemed to have requested
         a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor
         Date in an amount equal to the Unreimbursed Amount, without regard to
         the minimum and multiples specified in SECTION 2.02 for the principal
         amount of Base Rate Loans, but subject to the amount of the unutilized
         portion of the combined Revolving Loan Commitments. Any notice given by
         an L/C Issuer or the Administrative Agent pursuant to this SECTION
         2.04(c)(i) may be given by telephone if immediately confirmed in
         writing; PROVIDED that the lack of such an immediate confirmation shall
         not affect the conclusiveness or binding effect of such notice.

                  (ii) Each Revolving Lender (including each Lender acting as
         L/C Issuer) shall upon any notice pursuant to SECTION 2.04(C)(I) (and
         without respect to whether the conditions of SECTION 4.02 have been
         complied with) make funds available to the Administrative Agent for the
         account of the applicable L/C Issuer at the Administrative Agent's
         Office in an amount equal to its Pro Rata Share of the Unreimbursed
         Amount not later than 1:00 p.m., New York time, on the Business Day
         specified in such notice by the Administrative Agent, whereupon,
         subject to the provisions of SECTION 2.04(c)(iii), each Lender that so
         makes funds available shall be deemed to have made a Base Rate Loan to
         the Borrower in such amount as part of a Revolving Loan Borrowing. The
         Administrative Agent shall remit the funds so received to the
         applicable L/C Issuer.

                  (iii) With respect to any Unreimbursed Amount that is not
         fully paid or refinanced by a Revolving Borrowing of Base Rate Loans
         for any reason, the Borrower shall be deemed to have incurred from the
         applicable L/C Issuer an L/C Borrowing in the amount of the
         Unreimbursed Amount that is not so paid or refinanced, which L/C
         Borrowing shall be due and payable on demand (together with interest)
         and shall bear interest at the Default Rate. In such event, each
         Revolving Lender's payment to the Administrative Agent for the account
         of the applicable L/C Issuer pursuant to SECTION 2.04(c)(ii) shall be
         deemed payment in respect of its participation in such L/C Borrowing
         and shall constitute an L/C Advance from such Lender in satisfaction of
         its participation obligation under this SECTION 2.04.

                                       32
<PAGE>

                  (iv) Until each Revolving Lender funds its Revolving Loan or
         L/C Advance pursuant to this SECTION 2.04(c) to reimburse the
         applicable L/C Issuer for any amount drawn under any Letter of Credit,
         interest in respect of such Lender's Pro Rata Share of such amount
         shall be solely for the account of such L/C Issuer.

                  (v) Each Revolving Lender's obligation to make Revolving Loans
         or L/C Advances to reimburse the applicable L/C Issuer for amounts
         drawn under Letters of Credit, as contemplated by this SECTION 2.04(c),
         shall be absolute and unconditional and shall not be affected by any
         circumstance, including (A) any set-off, counterclaim, recoupment,
         defense or other right which such Lender may have against such L/C
         Issuer, the Borrower or any other Person for any reason whatsoever; (B)
         the occurrence or continuance of a Default or Event of Default, or (C)
         any other occurrence, event or condition, whether or not similar to any
         of the foregoing. Any such reimbursement shall not relieve or otherwise
         impair the obligation of the Borrower to reimburse such L/C Issuer for
         the amount of any payment made by such L/C Issuer under any Letter of
         Credit, together with interest as provided herein.

                  (vi) If any Revolving Lender fails to make available to the
         Administrative Agent for the account of the applicable L/C Issuer any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this SECTION 2.04(c) by the time specified in SECTION
         2.04(c)(ii), such L/C Issuer shall be entitled to recover from such
         Lender (acting through the Administrative Agent), on demand, such
         amount with interest thereon for the period from the date such payment
         is required to the date on which such payment is immediately available
         to such L/C Issuer at a rate per annum equal to the Federal Funds Rate
         from time to time in effect. A certificate of such L/C Issuer submitted
         to any Lender (through the Administrative Agent) with respect to any
         amounts owing under this clause (vi) shall be conclusive absent
         manifest error.

         (d) REPAYMENT OF PARTICIPATIONS.

                  (i) At any time after an L/C Issuer has made a payment under
         any Letter of Credit and has received from any Lender such Lender's Pro
         Rata Share of any Unreimbursed Amount or L/C Advance in respect of such
         payment in accordance with SECTION 2.04(c), if the Administrative Agent
         receives for the account of such L/C Issuer any payment related to such
         Letter of Credit (whether directly from the Borrower or otherwise,
         including proceeds of Cash Collateral applied thereto by the
         Administrative Agent), or any payment of interest thereon, the
         Administrative Agent will promptly distribute to such Lender its Pro
         Rata Share thereof in the same funds as those received by the
         Administrative Agent.

                  (ii) If any payment received by the Administrative Agent for
         the account of such L/C Issuer pursuant to SECTION 2.04(c)(i) is
         required to be returned, each Revolving Lender shall pay to the
         Administrative Agent for the account of the applicable L/C Issuer its
         Pro Rata Share thereof on demand of the Administrative Agent, plus
         interest thereon from the date of such demand to the date such amount
         is returned by such Lender, at a rate per annum equal to the Federal
         Funds Rate from time to time in effect.

                                       33
<PAGE>

         (e) OBLIGATIONS ABSOLUTE. The obligation of the Borrower to reimburse
an L/C Issuer for each drawing under each Letter of Credit, and to repay each
L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a
Borrowing of Revolving Loans, shall be absolute, unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this Agreement under
all circumstances, including the following:

                  (i) any lack of validity or enforceability of such Letter of
         Credit, this Agreement, or any other agreement or instrument relating
         thereto;

                  (ii) the existence of any claim, counterclaim, set-off,
         defense or other right that the Borrower may have at any time against
         any beneficiary or any transferee of such Letter of Credit (or any
         Person for whom any such beneficiary or any such transferee may be
         acting), the applicable L/C Issuer or any other Person, whether in
         connection with this Agreement, the transactions contemplated hereby or
         by such Letter of Credit or any agreement or instrument relating
         thereto, or any unrelated transaction;

                  (iii) any draft, demand, certificate or other document
         presented under such 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; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

                  (iv) any payment by the applicable L/C Issuer under such
         Letter of Credit against presentation of a draft or certificate that
         does not strictly comply with the terms of such Letter of Credit; or
         any payment made by the applicable L/C Issuer under such Letter of
         Credit to any Person purporting to be a trustee in bankruptcy,
         debtor-in-possession, assignee for the benefit of creditors,
         liquidator, receiver or other representative of or successor to any
         beneficiary or any transferee of such Letter of Credit, including any
         arising in connection with any proceeding under any Debtor Relief Law;
         PROVIDED that any such payment does not constitute bad faith on the
         part of such L/C Issuer or its officers, directors, employees or
         agents; or

                  (v) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including any other circumstance
         that might otherwise constitute a defense available to, or a discharge
         of, the Borrower;

PROVIDED, that nothing herein shall constitute a waiver of liability of an L/C
Issuer or any other Person for gross negligence or willful misconduct.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will promptly notify the applicable L/C Issuer.

         (f) ROLE OF L/C ISSUER. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, no L/C Issuer shall have any
responsibility to obtain any document



                                       34
<PAGE>

(other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
of any such document or the authority of the Person executing or delivering any
such document. No Agent-Related Person nor any of the respective correspondents,
participants or assignees of an L/C Issuer shall be liable to any Lender for (i)
any action taken or omitted in connection herewith at the request or with the
approval of the Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Letter of Credit
Application. The Borrower hereby assumes all risks of the acts or omissions of
any beneficiary or transferee with respect to its use of any Letter of Credit;
PROVIDED, HOWEVER, that this assumption is not intended to, and shall not,
preclude the Borrower's pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. No
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of an L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of SECTION 2.04(e); PROVIDED,
HOWEVER, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against an L/C Issuer, and an L/C Issuer may be liable
to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which
the Borrower proves were caused by such L/C Issuer's willful misconduct or gross
negligence or the willful misconduct or gross negligence of the officers,
directors, employees or agents of the applicable L/C Issuer or such L/C Issuer's
willful failure to pay under any Letter of Credit after the presentation to it
by the beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, unless such actions constitute willful misconduct
or gross negligence, an L/C Issuer may accept documents that appear on their
face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and such L/C Issuer
shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.

         (g) CASH COLLATERAL. Upon the request of the Administrative Agent, if,
as of the Revolving Loan Termination Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of the Revolving Loan Termination Date).

         (h) APPLICABILITY OF ISP98 AND UCP. Unless otherwise expressly agreed
by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued,
(i) 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, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of issuance (including the ICC decision
published by the Commission on Banking Technique and Practice on April 6, 1998
regarding the European single currency (euro)) shall apply to each commercial
Letter of Credit.



                                       35
<PAGE>

         (i) LETTER OF CREDIT FEES. The Borrower shall pay to the Administrative
Agent for the account of each Revolving Lender in accordance with its Pro Rata
Share a Letter of Credit fee for each Letter of Credit equal to the then
effective Applicable Rate in respect of Revolving Loans which are Eurodollar
Loans TIMES the actual daily maximum amount available to be drawn under each
such Letter of Credit. Such fee for each Letter of Credit shall be due and
payable on the first Business Day of each April, July, October and January,
commencing with the first such date to occur after the issuance of such Letter
of Credit, and on the Letter of Credit Expiration Date. If there is any change
in the Applicable Rate during any quarter, the actual daily amount of each
Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect.

         (j) FRONTING FEE AND ADMINISTRATIVE FEES TO L/C ISSUERS. The Borrower
shall pay directly to an L/C Issuer for its own account a fronting fee in such
amount and at such times as may be separately agreed to between the Borrower and
such L/C Issuer from time to time, and such other fees and expenses as each L/C
Issuer and the Borrower shall agree.

         (k) CONFLICT WITH LETTER OF CREDIT APPLICATION. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

         2.05 PREPAYMENTS.

         (a) The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Revolving Loans as the Borrower may
direct in whole or in part without premium or penalty; PROVIDED that (i) such
notice must be received by the Administrative Agent not later than noon, New
York time, (A) three Business Days prior to any date of prepayment of Eurodollar
Rate Loans, and (B) on the date of prepayment of Base Rate Loans and (ii) any
prepayment of Loans of either Type shall be in a principal amount of $2,500,000
or a whole multiple of $500,000 in excess thereof or less if paying the
applicable Loan in full. Each such notice shall specify the date and amount of
such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent
will promptly notify each Lender of its receipt of each such notice, and of such
Lender's Pro Rata Share of such prepayment. Any prepayment of a Loan shall be
accompanied by all accrued interest thereon, together, in the case of any
Eurodollar Rate Loan, with any additional amounts required pursuant to SECTION
3.05. Each such prepayment shall be applied to the applicable Loans of the
Lenders in accordance with their respective Pro Rata Shares thereof.

         (b) No Negotiated Rate Loan may be prepaid without the prior consent of
the applicable Lender.

         (c) The Borrower may, upon notice to the Swing Line Lender (with a copy
to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; PROVIDED
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m., New York time, on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount
of $100,000 or less if paying the applicable Loan in full. Each such notice
shall specify the date and amount of such prepayment.



                                       36
<PAGE>

         2.06 SWING LINE LOANS.

         (a) THE SWING LINE. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees to make loans (each such loan, a "SWING
LINE LOAN") to the Borrower from time to time on any Business Day during the
period from the Funding Date to the Revolving Loan Maturity Date in an aggregate
amount not to exceed at any time outstanding the amount of the Swing Line
Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated
with the Outstanding Amount of Revolving Loans and Negotiated Rate Loans plus
the Pro Rata Share of the Outstanding Amount of L/C Obligations of the Swing
Line Lender in its capacity as a Lender of Revolving Loans and Negotiated Rate
Loans, may exceed the amount of such Lender's Revolving Loan Commitment;
PROVIDED, HOWEVER, that after giving effect to any Swing Line Loan, (i) the
aggregate Outstanding Revolving Credit Obligations shall not exceed the combined
Revolving Loan Commitments, and (ii) other than the Swing Line Lender, no
Revolving Lender's Pro Rata Share of the aggregate Outstanding Revolving Credit
Obligations shall exceed such Lender's Revolving Loan Commitment. Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Borrower may borrow under this SECTION 2.06, prepay under SECTION 2.05, and
reborrow under this SECTION 2.06. Each Swing Line Loan shall bear interest at
the Base Rate PLUS the Applicable Rate for Revolving Loans that are Base Rate
Loans. Immediately upon the making of a Swing Line Loan, each Revolving Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Swing Line Lender a risk participation in such Swing Line Loan
in an amount equal to the product of such Lender's Pro Rata Share TIMES the
amount of such Swing Line Loan.

         (b) BORROWING PROCEDURES. Each Swing Line Borrowing shall be made upon
the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m., New York time, on the requested borrowing date, and shall specify (i)
the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the
proposed Borrowing date, which shall be a Business Day. Each such telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower or a Person
designated in writing to the Administrative Agent by such Responsible Officer
(and with respect to which specimen signatures have been provided) to request
Swing Line Loans. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m., New York time, on the date of the proposed Swing
Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line
Loan as a result of the limitations set forth in the proviso to the first
sentence of SECTION 2.06(a), or (B) that one or more of the applicable
conditions specified in ARTICLE IV is not then satisfied, then, subject to the
terms and conditions hereof, the Swing Line Lender will, not later than 3:00
p.m., New York time, on the borrowing date specified in such Swing Line Loan
Notice, make the amount of its Swing Line Loan

                                       37
<PAGE>

available to the Borrower at its office by crediting the account of the Borrower
on the books of the Swing Line Lender in immediately available funds or as
otherwise directed by the Borrower.

         (c) REFINANCING OF SWING LINE LOANS.

                  (i) The Swing Line Lender (A) at any time in its sole and
         absolute discretion may request and (B) unless otherwise directed in
         writing by the Borrower, on the due date of any outstanding Swing Line
         Loan shall request, in each case, on behalf of the Borrower (which
         hereby irrevocably requests the Swing Line Lender to so request on its
         behalf), that each Lender make a Revolving Loan in an amount equal to
         such Lender's Pro Rata Share of the amount of Swing Line Loans then
         outstanding. Each such Revolving Loan shall be a Base Rate Loan. Such
         request shall be made in accordance with the requirements of SECTION
         2.02, without regard to the minimum and multiples specified therein for
         the principal amount of Base Rate Loans, but subject to the unutilized
         portion of the Revolving Loan Commitments and the conditions set forth
         in SECTION 4.02. The Swing Line Lender shall furnish the Borrower with
         a copy of the applicable Notice of Borrowing promptly after delivering
         such notice to the Administrative Agent. Each Revolving Lender shall
         make an amount equal to its Pro Rata Share of the amount specified in
         such Notice of Borrowing available to the Administrative Agent in
         immediately available funds for the account of the Swing Line Lender at
         the Administrative Agent's Office not later than 1:00 p.m., New York
         time, on the day specified in such Notice of Borrowing, whereupon,
         subject to SECTION 2.06(c)(ii), each Lender that so makes funds
         available shall be deemed to have made a Revolving Loan to the Borrower
         in such amount. The Administrative Agent shall remit the funds so
         received to the Swing Line Lender.

                  (ii) If for any reason any Borrowing cannot be requested in
         accordance with SECTION 2.06(c)(i) or any Swing Line Loan cannot be
         refinanced by such a Borrowing, the Notice of Borrowing submitted by
         the Swing Line Lender shall be deemed to be a request by the Swing Line
         Lender that each of the Lenders fund its risk participation in the
         relevant Swing Line Loan and each Lender's payment to the
         Administrative Agent for the account of the Swing Line Lender pursuant
         to SECTION 2.06(c)(i) shall be deemed payment in respect of such
         participation.

                  (iii) If any Lender fails to make available to the
         Administrative Agent for the account of the Swing Line Lender any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this SECTION 2.06(c) by the time specified in SECTION
         2.06(c)(i), the Swing Line Lender shall be entitled to recover from
         such Lender (acting through the Administrative Agent), on demand, such
         amount with interest thereon for the period from the date such payment
         is required to the date on which such payment is immediately available
         to the Swing Line Lender at a rate per annum equal to the Federal Funds
         Rate from time to time in effect. A certificate of the Swing Line
         Lender submitted to any Lender (through the Administrative Agent) with
         respect to any amounts owing under this clause (iii) shall be
         conclusive absent manifest error.

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<PAGE>

                  (iv) Each Lender's obligation to make Revolving Loans or to
         purchase and fund risk participations in Swing Line Loans pursuant to
         this SECTION 2.06(c) shall be absolute and unconditional and shall not
         be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Swing Line Lender, the Borrower or any other Person
         for any reason whatsoever, (B) the occurrence or continuance of a
         Default or Event of Default, or (C) any other occurrence, event or
         condition, whether or not similar to any of the foregoing. Any such
         purchase of participations shall not relieve or otherwise impair the
         obligation of the Borrower to repay Swing Line Loans, together with
         interest as provided herein.

         (d) REPAYMENT OF PARTICIPATIONS.

                  (i) At any time after any Lender has purchased and funded a
         participation in a Swing Line Loan, if the Swing Line Lender receives
         any payment on account of such Swing Line Loan, the Swing Line Lender
         will promptly distribute to such Lender its Pro Rata Share of such
         payment (appropriately adjusted, in the case of interest payments, to
         reflect the period of time during which such Lender's participation was
         outstanding and funded) in the same funds as those received by the
         Swing Line Lender.

                  (ii) If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender, each Lender shall pay to the
         Swing Line Lender its Pro Rata Share thereof on demand of the
         Administrative Agent, plus interest thereon from the date of such
         demand to the date such amount is returned, at a rate per annum equal
         to the Federal Funds Rate. The Administrative Agent will make such
         demand upon the request of the Swing Line Lender.

         (e) INTEREST FOR ACCOUNT OF SWING LINE LENDER. The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans. Until each Lender funds its Base Rate Loan or participation pursuant to
this SECTION 2.06 to refinance such Lender's Pro Rata Share of any Swing Line
Loan, interest in respect of such Pro Rata Share shall be solely for the account
of the Swing Line Lender.

         (f) PAYMENTS DIRECTLY TO SWING LINE LENDER. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

         2.07 REDUCTION OR TERMINATION OF COMMITMENTS; OPTIONAL INCREASE IN
COMMITMENTS.

         (a) The Borrower may, upon notice to the Administrative Agent,
terminate the Revolving Loan Commitments, or permanently reduce the Revolving
Loan Commitments to an amount not less than the then Outstanding Revolving
Credit Obligations; provided that (i) any such notice shall be received by the
Administrative Agent not later than noon, two Business Days prior to the date of
termination or reduction, and (ii) any such partial reduction shall be in an
aggregate amount of $5,000,000 or any whole multiple of $500,000 in excess
thereof. The Administrative Agent shall promptly notify the Lenders of any such
notice of reduction or termination of the Revolving Loan Commitments. Once
reduced in accordance with this Section, the Revolving

                                       39
<PAGE>

Loan Commitments may not be increased, except pursuant to sUBSECTION 2.07(C)
below. Any reduction of the Revolving Commitments shall be applied to the
Commitment of each Lender according to its Pro Rata Share. All Facility Fees
accrued until the effective date of any termination of the Revolving Loan
Commitments shall be paid on the effective date of such termination.

         (b) Upon the occurrence of any "Credit Extension" under and as defined
in the Acquisition Credit Facility, all Commitments hereunder shall immediately
terminate in their entirety, all Obligations hereunder shall be immediately due
and payable in their entirety and the obligation of the Borrower to Cash
Collateralize the L/C Obligations shall automatically become effective.

         (c) The Borrower may, from time to time, at its option, subject to the
last sentence hereof, seek to increase the Aggregate Commitments by up to
$100,000,000 in the aggregate (I.E., the Aggregate Commitments shall not exceed
$350,000,000) upon at least three (3) Business Days' prior notice to the
Administrative Agent, which notice shall specify the amount of any such
requested increase (which shall be in an amount not less than $15,000,000) and
shall be delivered at a time when no Default or Event of Default has occurred
and is continuing. The Borrower may offer the increase in the Aggregate
Commitments to any of the existing Lenders and/or to other banks, financial
institutions or other entities acceptable to the Administrative Agent on a non
pro-rata basis in such amounts as determined by the Borrower and agreed to by
the Administrative Agent (such acceptance not to be unreasonably withheld or
delayed); provided that no existing Lender shall be under any obligation to
accept such offer to increase its Commitment. The Borrower may elect to accept
an increase in the Aggregate Commitments in an amount equal to $15,000,000 or
more. No increase in the Aggregate Commitment shall become effective until the
existing or new Lender extending such incremental commitment amount and the
Borrower shall have executed and delivered to the Administrative Agent an
agreement in writing in form and substance reasonably acceptable to the
Administrative Agent pursuant to which such Lender states its Commitment amount
and agrees to assume and accept the obligations and rights of a Lender
hereunder. In conjunction with such increase, the Lenders (new or existing)
shall accept (and the existing Lenders shall make) an assignment at par of an
interest in the Loans and L/C Obligations outstanding at the time of such
Aggregate Commitment increase such that, after giving effect thereto, all Loans
(other than Negotiated Rate Loans) and L/C Obligations are held by the Lenders
on a pro rata basis. The Borrower shall make any payments under SECTION 3.05
resulting from such assignments. No more than two increases in the Aggregate
Commitment pursuant to this SECTION 2.07(c) shall be permitted in any single
calendar year unless the Administrative Agent and the Borrower otherwise agree.

         2.08 REPAYMENT OF LOANS.

         (a) The Borrower shall repay to the Lenders on the Revolving Loan
Termination Date the aggregate principal amount of Revolving Loans outstanding
on such date.

         (b) If for any reason, the aggregate Outstanding Revolving Credit
Obligations exceed the combined Revolving Loan Commitments as in effect from
time to time in accordance with the

                                       40
<PAGE>

terms hereof, the Borrower shall immediately prepay Revolving Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess.

         (c) The Borrower shall repay each Negotiated Rate Loan on the earlier
to occur of (i) the date agreed to by the Borrower and the applicable Lender but
no later than 180 days after such Loan is made and (ii) the Revolving Loan
Termination Date.

         (d) The Borrower shall repay each Swing Line Loan on the earlier to
occur of (i) the date seven Business Days after such Loan is made and (ii) the
Revolving Loan Termination Date.

         2.09 INTEREST.

         (a) Subject to the provisions of subsection (b) below, the Borrower
shall pay interest on the unpaid principal amount of each Revolving Loan from
the date borrowed until paid in full (whether by acceleration or otherwise) on
each Interest Payment Date at a rate per annum equal to the interest rate
determined in accordance with the definition of such Type of Loan plus the
Applicable Rate for each such Type of Loan. Each Negotiated Rate Loan shall bear
interest at the Negotiated Rate applicable thereto.

         (b) While any Event of Default exists under SECTION 8.01(a), the
Borrower shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Law. Accrued and
unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand.

         (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

         2.10 FEES.

         In addition to certain fees described in subsections (i) and (j) of
SECTION 2.04:

         (a) FACILITY FEE. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share a facility
fee (the "FACILITY FEE") equal to the Applicable Rate times such Lender's Pro
Rata Share of the combined Revolving Loan Commitments (regardless of
utilization). The Facility Fee shall accrue at all times from the Effective Date
until the Revolving Loan Termination Date and shall be due and payable quarterly
in arrears on the first Business Day of each January, April, July and October,
commencing with the first such date to occur after the Effective Date, and on
the Revolving Loan Termination Date. The Facility Fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.

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<PAGE>

         (b) ARRANGEMENT AND AGENCY FEES. The Borrower shall cause to be paid to
Bank of America fees in the amounts and at the times specified in the letter
agreement, dated April 15, 2002 (the "FEE Letter"), among the Borrower, Bank of
America and Banc of America Securities LLC.

         2.11 COMPUTATION OF INTEREST AND FEES.

         Interest on Base Rate Loans shall be calculated on the basis of a year
of 365 or 366 days, as the case may be, and the actual number of days elapsed.
Interest on the Negotiated Rate Loans shall be computed on such basis as is
agreed by the Borrower and the Lender advancing such Loan. Computation of all
other types of interest and all fees shall be calculated on the basis of a year
of 360 days and the actual number of days elapsed, which results in a higher
yield to the payee thereof than a method based on a year of 365 or 366 days.
Interest shall accrue on each Loan for the day on which the Loan is made, and
shall not accrue on a Loan, or any portion thereof, for the day on which the
Loan or such portion is paid, PROVIDED that any Loan that is repaid on the same
day on which it is made shall bear interest for one day.

         2.12 EVIDENCE OF DEBT.

         (a) The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be presumptively correct absent
manifest error of the amount of the Credit Extensions made by the Lenders to the
Borrower and the interest and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Loans or
L/C Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, such Lender's Loans may be
evidenced by a Revolving Loan Note, a Negotiated Rate Loan Note and/or a Swing
Line Note, as applicable, in addition to such accounts or records. Each Lender
may attach schedules to its Note(s) and endorse thereon the date, Type (if
applicable), amount and maturity of the applicable Loans and payments with
respect thereto.

         (b) In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit and Swing Line Loans. In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

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<PAGE>

         2.13 PAYMENTS GENERALLY.

         (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 1:00 p.m.,
New York time, on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 1:00 p.m., New York time, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

         (b) Subject to the definition of "Interest Period," if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (c) If at any time insufficient funds are received by, and available
to, the Administrative Agent to pay fully all amounts of principal, L/C
Borrowings, interest, fees and undisputed costs and expenses then due hereunder,
such funds shall be applied (i) FIRST, toward undisputed costs and expenses
(including Attorney Costs and amounts payable under ARTICLE III) incurred by the
Administrative Agent and each Lender, (ii) SECOND, toward repayment 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
(iii) THIRD, toward repayment of principal and L/C Borrowings then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and L/C Borrowings then due to such parties.
Notwithstanding the foregoing, payments to Non-Continuing Lenders may be made on
a non-ratable basis pursuant to SECTION 2.15.

         (d) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

                  (i) if the Borrower failed to make such payment, each Lender
         shall forthwith on demand repay to the Administrative Agent the portion
         of such assumed payment that was made available to such Lender in
         immediately available funds, together with interest thereon in respect
         of each day from and including the date such amount was made available
         by the Administrative Agent to such Lender to the date such amount is
         repaid to the Administrative Agent in immediately available funds, at
         the Federal Funds Rate from time to time in effect; and

                                       43
<PAGE>

                  (ii) if any Lender failed to make such payment, such Lender
         shall forthwith on demand pay to the Administrative Agent the amount
         thereof in immediately available funds, together with interest thereon
         for the period from the date such amount was made available by the
         Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "COMPENSATION PERIOD") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Loan, included in the
         applicable Borrowing. If such Lender does not pay such amount forthwith
         upon the Administrative Agent's demand therefor, the Administrative
         Agent may make a demand therefor upon the Borrower, and the Borrower
         shall pay such amount to the Administrative Agent, together with
         interest thereon for the Compensation Period at a rate per annum equal
         to the rate of interest applicable to the applicable Borrowing. Nothing
         herein shall be deemed to relieve any Lender from its obligation to
         fulfill its Commitment or to prejudice any rights which the
         Administrative Agent or the Borrower may have against any Lender as a
         result of any default by such Lender hereunder.

         A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (d) shall be conclusive, absent manifest
error.

         (e) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this ARTICLE II, and the conditions to the applicable Loan set forth in ARTICLE
IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

         (f) The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit and Swing Line Loans are several and not
joint. The failure of any Lender to make any Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase
its participation.

         (g) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

         2.14 SHARING OF PAYMENTS.

         If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Loans made by it, or the participations in L/C
Obligations or in Swing Line Loans held by it, any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder) thereof,
such Lender shall immediately (a) notify the Administrative Agent of such fact,
and (b) purchase from the other Lenders such participations in the Loans made by
them and/or such subparticipations in the participations in L/C Obligations or
in Swing Line Loans held by them, as the case may be, as shall be necessary to
cause such purchasing Lender to share the excess payment in respect of such
Loans or such participations, as the case may be, pro rata with each of them;
PROVIDED,

                                       44
<PAGE>

HOWEVER, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender, such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to SECTION 10.09) with respect to
such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have
the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

         2.15 EXTENSIONS OF REVOLVING LOAN TERMINATION DATE.

         (a) On up to two occasions, the Borrower may, by written notice to the
Administrative Agent (a "NOTICE OF EXTENSION") given not more than eighteen
months before nor less than sixty days before the then effective Revolving Loan
Termination Date (the "EXISTING TERMINATION DATE"), request an extension of the
Existing Termination Date by one year; PROVIDED, HOWEVER, no Existing
Termination Date shall be extended past April 30, 2007 (each period from an
Existing Termination Date to the date to which the Aggregate Commitments are
proposed to be extended being the "EXTENSION PERIOD"). Each Notice of Extension
shall specify the date to which the Existing Termination Date is to be extended.
Each Notice of Extension shall constitute a representation by the Borrower that
(i) no Default or Event of Default has occurred and is continuing and (ii) the
representations and warranties contained in Article IV are correct on and as of
the date of such Notice of Extension as though made on and as of such date
(except to the extent that such representations and warranties refer to an
earlier date, in which case they shall be true and correct as of such earlier
date).

         (b) The Administrative Agent shall promptly provide the Lenders with a
copy of each Notice of Extension within five Business Days and shall identify as
the response date the date agreed to by the Borrower and the Administrative
Agent (the "RESPONSE DATE") which shall be at least thirty days prior to the
Existing Termination Date. Each Lender shall by written notice to the
Administrative Agent on or before the Response Date advise the Administrative
Agent whether or not such Lender consents to the requested extension. Any Lender
that fails to deliver a timely written consent to extension to the
Administrative Agent shall be deemed not to have consented to such extension
(all Lenders that have timely and expressly consented to such extension being,
collectively, the "CONTINUING LENDERS," and all other Lenders being,
collectively, the "NON-CONSENTING LENDERS"). If the Continuing Lenders hold
Commitments aggregating at least 75% of the Aggregate Commitments then in effect
and on the Response Date, the Borrower delivers to the Administrative Agent a
certificate of a Responsible Officer certifying that as of

                                       45
<PAGE>


such date that (i) no Default or Event of Default has occurred and is continuing
and (ii) the representations and warranties contained in Article IV are correct
on and as of such date as though made on and as of such date (except to the
extent that such representations and warranties refer to an earlier date, in
which case they shall be true and correct as of such earlier date), then,
effective as of the close of business on the Response Date, the Revolving Loan
Termination Date shall be extended to the last day of the Extension Period;
PROVIDED, HOWEVER, that on the Existing Termination Date (determined without
giving effect to the applicable requested extension) the Non-Consenting Lenders
shall be entitled to payments as provided in SECTION 2.15(c).

         (c) On the Existing Termination Date (determined without giving effect
to the applicable requested extension) the Borrower shall repay (with the
proceeds of Loans hereunder or otherwise) in full all Loans and other amounts
due to the Non-Consenting Lenders hereunder. At the close of business on the
Existing Termination Date (i) the Commitments of the Non-Consenting Lenders
shall terminate, the Non-Consenting Lenders shall cease to be Lenders under this
Agreement (but shall continue to be entitled to the benefit of the
indemnification provisions hereof and the provisions of ARTICLE III hereof) and
(ii) the Aggregate Commitments shall be adjusted to an amount equal to the sum
of the Commitments of the Continuing Lenders. Also as of the close of business
on the Existing Termination Date, the participation interest of each Continuing
Lender in all outstanding Letters of Credit shall be adjusted to equal its Pro
Rata Share thereof (determined giving effect to the Commitment reductions of the
Non-Consenting Lenders). On the Existing Termination Date, the Borrower shall
also repay Loans owing to the Continuing Lenders to the extent, if any, that the
Aggregate Outstanding Revolving Credit Obligations are greater than the combined
Commitments of the Continuing Lenders.

         (d) In the event an Existing Termination Date is extended pursuant to
this SECTION 2.14, the Administrative Agent shall promptly after the applicable
Response Date provide the Continuing Lenders and the Borrower with a notice of
such extension and of (i) the Aggregate Commitments of the Continuing Lenders,
(ii) the identity of the Continuing Lenders and (iii) the Commitment of each
Continuing Lender.



                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 TAXES.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, EXCLUDING, in the case of the
Administrative Agent and each Lender, Excluded Taxes (all such non-Excluded
Taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and liabilities being hereinafter referred to as "TAXES"). If
the Borrower shall be required by any Laws to deduct any Taxes from or in
respect of any sum payable under any Loan Document to the Administrative Agent
or any Lender, (i) the sum payable shall be increased as necessary so


                                       46
<PAGE>

that after making all required deductions (including deductions applicable to
additional sums payable under this Section), the Administrative Agent and such
Lender receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable Laws, and (iv) within 30 days
after the date of such payment, the Borrower shall furnish to the Administrative
Agent (which shall forward the same to such Lender) the original or a certified
copy of a receipt evidencing payment thereof if reasonably available; provided,
however that no such additional amount shall be required to be paid to any
Lender under clause (i) above except to the extent that the Tax resulted from
any change after the date hereof in any requirement (including, without
limitation, any introduction of or enactment of or interpretation of or other
change in any Law after the date hereof) for a deduction, withholding or
payment.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "OTHER TAXES").

         (c) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender reasonably
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes), including taxes imposed on or measured by net income) such Lender would
have received if such Taxes or Other Taxes had not been imposed.

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under SECTION 3.01(c) and (iii) unless resulting from the gross
negligence or willful misconduct of the applicable Lender, any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, in each case whether or not such Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. Payment
under subsection (c) and this subsection (d) shall be made within 30 days after
the date the Lender or the Administrative Agent makes a reasonably detailed
written demand therefor.

         (e) If the Borrower determines in good faith that a reasonable basis
exists for contesting a Tax, the relevant Lender or the Administrative Agent, as
applicable, shall (unless the Lender or the Administrative Agent determines in
good faith that contesting a Tax will have an adverse effect on the Lender)
cooperate with the Borrower (but shall have no obligation to disclose any
confidential information, unless arrangements satisfactory to the relevant
Lender or the Administrative Agent, in each case, in its reasonable discretion,
have been made to preserve the confidential nature of such information) in
challenging such Tax at the Borrower's expense if requested by the Borrower (it
being understood and agreed that neither the Administrative Agent

                                       47
<PAGE>

nor any Lender shall have any obligation to contest, or any responsibility for
contesting, any Tax). If any Lender or the Administrative Agent, as applicable,
receives a refund (whether by way of a direct payment, credit or by offset) of
any Tax for which a payment has been made pursuant to this SUBSECTION 3.01
which, in the good faith judgment of such Lender or the Administrative Agent, as
the case may be, is allocable to such payment made under SUBSECTION 3.01, the
amount of such refund (together with any interest received thereon) shall be
paid to the Borrower to the extent payment has been made in full as and when
required pursuant to this SUBSECTION 3.01. The Borrower agrees to return any
refund to any Lender or the Administrative Agent at the request of such party
(together with any interest, penalties, or other charges thereon) in the event
the Lender or the Administrative Agent is required to return such refund to the
applicable taxing authority.

         3.02 ILLEGALITY.

         If any Lender determines in good faith that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for such Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist (which such Lender shall do promptly after such circumstances no longer
exist). Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period thereof, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted. Each Lender agrees to designate
a different Lending Office if such designation will avoid the need for such
notice and will not, in the good faith judgment of such Lender, otherwise be
materially disadvantageous to such Lender.

         3.03 INABILITY TO DETERMINE RATES.

         If the Administrative Agent determines in connection with any request
for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a)
Dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such
Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Rate for such Eurodollar Rate Loan, or (c) the
Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly
reflect the cost to the Lenders of funding such Eurodollar Rate Loan, the
Administrative Agent will promptly notify the Borrower and all Lenders.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent revokes such notice
which it shall do promptly once such circumstances no longer exist. Upon receipt
of such notice, the Borrower may revoke any pending request for a Borrowing,
conversion or continuation of Eurodollar Rate Loans or,

                                       48
<PAGE>


failing that, will be deemed to have converted such request into a request for a
Revolving Borrowing of Base Rate Loans in the amount specified therein.

         3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
EURODOLLAR RATE LOANS.

         (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, in each case first made after
the date hereof, or such Lender's compliance therewith, there shall be any
increase in the cost to such Lender of agreeing to make or making, funding or
maintaining Eurodollar Rate Loans or (as the case may be) issuing or
participating in Letters of Credit, or a reduction in the amount received or
receivable by such Lender in connection with any of the foregoing (excluding for
purposes of this subsection (a) any such increased costs or reduction in amount
resulting from (i) Taxes or Other Taxes or Excluded Taxes (as to which SECTION
3.01 shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, and (iii) reserve requirements contemplated
by SECTION 3.04(c)), then within ten Business Days after receipt of a reasonably
detailed written notice from such Lender (with a copy of such notice to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or reduction.

         (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, in each
case first made after the date hereof, or compliance by such Lender (or its
Lending Office) therewith, has the effect of reducing the rate of return on the
capital of such Lender or any corporation controlling such Lender as a
consequence of such Lender's obligations hereunder (taking into consideration
its policies with respect to capital adequacy) then within ten Business Days
after receipt of a reasonably detailed written notice from such Lender (with a
copy of such notice to the Administrative Agent), the Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such
reduction.

         (c) The Borrower shall pay to each Lender, as long as such Lender shall
be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
"EUROCURRENCY LIABILITIES"), additional interest on the unpaid principal amount
of each Eurodollar Rate Loan equal to the actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good
faith, which determination shall be presumptively correct absent manifest
error), which shall be due and payable on each date on which interest is payable
on such Loan, PROVIDED the Borrower shall have received at least 15 days' prior
notice (with a copy to the Administrative Agent) of such additional interest
from such Lender. If a Lender fails to give notice 15 days prior to the relevant
Interest Payment Date, such additional interest shall be due and payable 15 days
from receipt of such notice.

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<PAGE>

         3.05 FUNDING LOSSES.

         Within ten Business Days following receipt of a reasonably detailed
written notice from any Lender (with a copy to the Administrative Agent), the
Borrower shall promptly compensate such Lender for and hold such Lender harmless
from any loss, cost or expense (other than lost profits) actually incurred by it
(giving effect to the following paragraph) as a result of:

         (a) any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

         (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or

         (c) any assignment of a Eurodollar Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to SECTION 10.16;

including any loss or expense (other than lost profits) arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this SECTION 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.

         3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this ARTICLE III and setting forth the additional amount or
amounts to be paid to it hereunder shall be presumptively correct in the absence
of manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

         (b) Upon any Lender's making a claim for compensation under SECTION
3.01 or 3.04 or refusing to make or maintain Loans pursuant to SECTION 3.02, the
Borrower may replace such Lender in accordance with SECTION 10.16.

         3.07 SURVIVAL.

         All of the Borrower's obligations under this ARTICLE III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations.

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<PAGE>

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01 CONDITIONS OF INITIAL CREDIT EXTENSION.

         The obligation of each Lender to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent:

         (a) The Administrative Agent's receipt of the following, each of which
shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Effective Date (or, in the case of
certificates of governmental officials, a recent date before the Effective Date)
and each in form reasonably satisfactory to the Administrative Agent:

                  (i) executed counterparts of this Agreement, sufficient in
         number for distribution to the Administrative Agent, each Lender and
         the Borrower;

                  (ii) executed counterparts of the Subsidiary Guaranty and the
         Holdings Guaranty;

                  (iii) (a) Revolving Loan Notes executed by the Borrower in
         favor of each Lender requesting such a Note, each in a principal amount
         equal to such Lender's Revolving Loan Commitment and (b) a Swing Line
         Note executed by the Borrower in favor of the Swing Line Lender (if it
         requests such a Note) in the principal amount of the Swing Line
         Sublimit;

                  (iv) certificates of resolutions or other action, incumbency
         certificates and/or other certificates of Responsible Officers of each
         Loan Party, all in form and substance reasonably satisfactory to the
         Administrative Agent, which establish the identity and verify the
         authority and capacity of each Responsible Officer thereof authorized
         to act as a Responsible Officer in connection with this Agreement and
         the other Loan Documents to which such Loan Party is a party;

                  (v) with respect to each Loan Party, (A) a copy of its
         certificate of incorporation or similar charter document certified by
         the Secretary of State of the jurisdiction of its incorporation or
         formation, as applicable, (B) a copy of its by-laws certified by its
         secretary or assistant secretary, (C) a certificate of good standing
         from the jurisdiction of its incorporation or formation, as applicable,
         and (D) a certificate of qualification to conduct business as a foreign
         corporation in such jurisdictions in which such Loan Party has its
         headquarters or conducts its material operations and which are
         identified to the Borrower prior to the date hereof;

                  (vi) a certificate signed by a Responsible Officer on behalf
         of the Borrower certifying (A) that the conditions specified in
         SECTIONS 4.01 have been satisfied, and (B) that there has been no event
         or circumstance since December 31, 2001 (after giving effect as of such
         date to the write-off of expenses related to the Proposed AH
         Acquisition not to exceed $20,000,000 in the aggregate) which has or
         could be reasonably expected to have a Material Adverse Effect;

                                       51
<PAGE>

                  (vii) a duly completed certificate signed by a Responsible
         Officer of the Borrower on behalf of the Borrower calculating the
         Borrower's Leverage Ratio as at March 31, 2002, which Leverage Ratio
         shall provide the basis for determining the Applicable Rate as of the
         Effective Date;

                  (viii) an opinion of counsel to each Loan Party in substance
         reasonably satisfactory to the Administrative Agent; and

                  (ix) evidence that the Existing Credit Agreement has been or
         concurrently with the Effective Date is expiring or being terminated
         and all amounts due thereunder repaid.

         (b) No "Loan" or "Letter of Credit" under the Acquisition Credit
Facility shall have been extended or shall be outstanding.

         (c) Any fees required to be paid on or before the Effective Date shall
have been paid.

         (d) Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent relating to this Agreement
to the extent invoiced prior to or on the Effective Date.

         4.02 CONDITIONS TO ALL CREDIT EXTENSIONS.

         The obligation of each Lender to honor any Request for Credit Extension
(other than a Notice of Borrowing requesting only a conversion of Loans to the
other Type, or a continuation of Loans as the same Type) is subject to the
following conditions precedent:

         (a) The representations and warranties of the Borrower contained in
ARTICLE V, or which are contained in any document furnished at any time under or
in connection herewith, shall be true and correct in all material respects on
and as of the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date.

         (b) No Default or Event of Default shall exist, or would result from
such proposed Credit Extension.

         (c) The Administrative Agent and, if applicable, the applicable L/C
Issuer, the Swing Line Lender or the Negotiated Lender shall have received a
Request for Credit Extension in accordance with the requirements hereof.

         Each Request for Credit Extension (other than a Notice of Borrowing
requesting only a conversion of Loans to the other Type or a continuation of
Loans as the same Type) submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in SECTION 4.02 have
been satisfied on and as of the date of the applicable Credit Extension.

                                       52
<PAGE>

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that as of the Effective Date and as of each Credit Extension
thereafter:

         5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.

         Each Loan Party (a) is a corporation or limited liability company, as
applicable, duly organized or formed, validly existing and in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has
all requisite power and authority and all governmental licenses, authorizations,
consents and approvals to own its assets, carry on its business and to execute,
deliver, and perform its obligations under the Loan Documents to which it is a
party, (c) is duly qualified and is licensed and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or
the conduct of its business requires such qualification or license, and (d) is
in compliance with all Laws, except in each case referred to in clause (b), (c)
or this clause (d), to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         5.02 AUTHORIZATION; NO CONTRAVENTION.

         The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person's Organization Documents, (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, any material Contractual Obligation to which such Person is a
party or any order, injunction, writ or decree of any Governmental Authority to
which such Person or its property is subject except as would not have a Material
Adverse Effect, or (c) violate any Law applicable to such Person except as would
not have a Material Adverse Effect.

         5.03 GOVERNMENTAL AUTHORIZATION.

         No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority is necessary or required
in connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document.

         5.04 BINDING EFFECT.

         This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms except as may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors' rights generally which may be in effect and to general
principles of equity.

                                       53
<PAGE>

         5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a) The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (ii) fairly present in all material
respects the financial condition of Holdings and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein.

         (b) Since December 31, 2001 (after giving effect as of such date to the
write-off of expenses not to exceed $20,000,000 in the aggregate related to the
Proposed AH Acquisition), there has been no event or circumstance that has had a
Material Adverse Effect.

         5.06 LITIGATION.

         There are no actions, suits, proceedings, claims or disputes pending
or, to the knowledge of the Borrower, threatened, at law, in equity, in
arbitration or before any Governmental Authority, by or against any Loan Party
or any of its Subsidiaries or against any of their properties or revenues that
(a) enjoin or restrict the consummation or performance of this Agreement or any
other Loan Document, or (b) could reasonably be expected to have a Material
Adverse Effect (after giving effect to the write off of expenses not to exceed
$20,000,000 in the aggregate related to the Proposed AH Acquisition).

         5.07 NO DEFAULT.

         No Default or Event of Default has occurred and is continuing or would
result from the making of the Credit Extensions hereunder.

         5.08 OWNERSHIP OF PROPERTY; LIENS.

         Each of the Loan Parties has good record and marketable title in fee
simple to, or valid leasehold interests in, all real property necessary in the
ordinary conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Effective Date, the property of each of the Loan
Parties is subject to no Liens, other than Permitted Liens.

         5.09 ENVIRONMENTAL COMPLIANCE.

         Except as set forth in SCHEDULE 5.09 hereto or as could not reasonably
be expected to have a Material Adverse Effect:

         (a) the operations of each Loan Party and each of its Restricted
Subsidiaries comply in all material respects with all Environmental Laws;

         (b) each Loan Party and each of its Restricted Subsidiaries have
obtained all Governmental Authorizations under Environmental Laws necessary to
their respective operations, and all such Governmental Authorizations are in
good standing, and each Loan Party

                                       54
<PAGE>

and each of its Restricted Subsidiaries are in compliance with all material
terms and conditions of such Governmental Authorizations;

         (c) (i) no Loan Party nor any of its Restricted Subsidiaries has
received (A) any written notice or claim to the effect that it is or may be
liable to any Person as a result of or in connection with any Hazardous
Materials or (B) any letter or request for information under Section 104 of the
Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
Section 9604) or comparable state laws, and (ii) to the best of the Borrower's
knowledge, none of the operations of any Loan Party or any of its Restricted
Subsidiaries is the subject of any federal or state investigation relating to or
in connection with any Hazardous Materials at any Facility or at any other
location;

         (d) none of the operations of any Loan Party or any of its Restricted
Subsidiaries is subject to any judicial or administrative proceeding alleging
the violation of or liability under any Environmental Laws;

         (e) no Loan Party nor any of its Restricted Subsidiaries nor any of
their respective Facilities or operations are subject to any outstanding written
order or agreement with any governmental authority or private party relating to
(a) any Environmental Laws or (b) any Environmental Claims;

         (f) no Loan Party nor any of its Restricted Subsidiaries nor, to the
best knowledge of the Borrower, any predecessor of any Loan Party or any of its
Restricted Subsidiaries has filed any notice under any Environmental Law
indicating past or present treatment or Release of Hazardous Materials at any
Facility;

         (g) no Hazardous Materials exist on, under or about any Facility in a
manner that would reasonably be expected to result in an Environmental Claim,
and no Loan Party nor any of its Restricted Subsidiaries has filed any notice or
report of a Release of any Hazardous Materials that could reasonably be expected
to result in an Environmental Claim;

         (h) no Loan Party nor any of its Restricted Subsidiaries nor, to the
best knowledge of the Borrower, any of their respective predecessors has
disposed of any Hazardous Materials in a manner that could reasonably be
expected to result in an Environmental Claim;

         (i) no underground storage tanks or surface impoundments are on or at
any Facility currently owned/or operated by any Loan Party or any of its
Restricted Subsidiaries; and

         (j) no Lien in favor of any Person relating to or in connection with
any Environmental Claim has been filed or has been attached to any Facility.

         Notwithstanding anything in this SECTION 5.09 to the contrary, no event
or condition has occurred with respect to any Loan Party or any of its
Restricted Subsidiaries relating to any Environmental Laws or Release of
Hazardous Materials at any Facility or any other location which, individually,
or in the aggregate, has had a Material Adverse Effect.


                                       55
<PAGE>

         5.10 INSURANCE.

         The properties of the Loan Parties (and, in the case of any Restricted
Subsidiary which is not a Loan Party, only to the extent that the failure to be
so insured could reasonably be expected to have a Material Adverse Effect) are
insured with financially sound and reputable insurance companies not Affiliates
of any Loan Party, in such amounts, with such deductibles and covering such
risks as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where the Loan Parties operate (subject
to self-insurance with respect to workers' compensation and related health
benefits in a manner consistent with past practice but subject to modifications
based upon current market conditions).

         5.11 TAXES.

         The Loan Parties and their respective Restricted Subsidiaries have
filed all Federal, state and other material tax returns and reports required to
be filed, and have paid all Federal, state and other material taxes,
assessments, fees and other governmental charges shown on such returns, reports
or final assessments as due and payable, except those which would not have a
Material Adverse Effect or which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been provided to
the extent required by GAAP.

         5.12 ERISA COMPLIANCE. Except as set forth on SCHEDULE 5.12 hereto or
as could not reasonably be expected to have a Material Adverse Effect:

         (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto or the remedial
amendment period applicable thereto has not yet expired, and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

         (b) There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan.

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a

                                       56
<PAGE>

Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has
engaged in a transaction that could be subject to Sections 4069 or 4212(c) of
ERISA.

         5.13 SUBSIDIARIES.

         As of the date hereof, the Borrower has no Subsidiaries other than
those specifically disclosed in Part (a) of SCHEDULE 5.13 and has no equity
investments in any other corporation or entity other than those specifically
disclosed in Part (b) of SCHEDULE 5.13. As of the Effective Date, there are no
Unrestricted Subsidiaries.

         5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

         (a) The Borrower is not engaged and will not engage, in each case,
principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB),
or extending credit for the purpose of purchasing or carrying margin stock.

         (b) None of the Loan Parties is subject to regulation under the Public
Utility Holding Company Act of 1935 or under the Investment Company Act of 1940.

         5.15 DISCLOSURE.

         The statements, information, reports, representations, or warranties
made by the Loan Parties in the Loan Documents or furnished to the
Administrative Agent or any Lender by or on behalf of any Loan Party in
connection with the Loan Documents, taken as a whole, do not contain any untrue
statement of a material fact or omit any material fact (known to the Loan
Parties) required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

         5.16 INTELLECTUAL PROPERTY; LICENSES, ETC. Except as could not
reasonably be expected to have a Material Adverse Effect, the Loan Parties and
their respective Restricted Subsidiaries own, or possess the right to use, all
of the trademarks, service marks, trade names, copyrights, patents, patent
rights, franchises, licenses and other intellectual property rights that are
reasonably necessary for the operation of their respective businesses, without,
to the knowledge of the Borrower, conflict with the rights of any other Person.
To the best knowledge of the Borrower, no slogan or other advertising device,
product, process, method, substance, part or other material now employed by any
Loan Party or any Restricted Subsidiary of any Loan Party infringes upon any
rights held by any other Person, which infringement could reasonably be expected
to have a Material Adverse Effect. No claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of the Borrower, threatened, and
no patent, invention, device, application or principle is pending or, to the
knowledge of the Borrower, proposed, which, in either case, could reasonably be
expected to have a Material Adverse Effect.

         5.17 SOLVENCY.

         Each Loan Party is Solvent.

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                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall, and shall (except in the case of
the covenants set forth in SECTIONS 6.01, 6.02 and 6.03) cause each Restricted
Subsidiary to:

         6.01 FINANCIAL STATEMENTS.

         Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders:

         (a) (i) as soon as available, but in any event within 105 days after
the end of each fiscal year of the Borrower, a consolidated balance sheet of
Holdings and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income, shareholders' equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, audited and accompanied by a
report and opinion of Ernst & Young LLP, any "Big Five" accounting firm or any
other independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with GAAP and shall not be subject to any qualifications
or exceptions as to the scope of the audit nor to any qualifications and
exceptions not reasonably acceptable to the Required Lenders. Notwithstanding
the foregoing, in the event that the Borrower delivers an Annual Report on Form
10-K of Holdings for such fiscal year as filed with the Securities and Exchange
Commission to each Lender within 105 days after the end of such fiscal year,
such Form 10-K shall satisfy all requirements of this SECTION 6.01(a)(i); and

         (ii) at any time that an Unrestricted Subsidiary is in existence at the
end of the applicable period, as soon as available, but in any event within 105
days after the end of each fiscal year of the Borrower, a consolidated balance
sheet of Holdings and its Subsidiaries (excluding the Unrestricted Subsidiaries)
as at the end of such fiscal year, and the related consolidated statements of
income, shareholders' equity and cash flows for such fiscal year setting forth
in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail, audited and accompanied by a report and opinion of Ernst &
Young LLP, any "Big Five" accounting firm or any other independent certified
public accountant of nationally recognized standing reasonably acceptable to the
Required Lenders, which report and opinion shall be prepared in accordance with
GAAP and shall not be subject to any qualifications or exceptions as to the
scope of the audit nor to any qualifications and exceptions not reasonably
acceptable to the Required Lenders.

         (b) (i) as soon as available, but in any event within 60 days after the
end of each of the first three fiscal quarters of each fiscal year of the
Borrower, a consolidated balance sheet of Holdings and its Subsidiaries as at
the end of such fiscal quarter, and the related consolidated statements of
income, shareholders' equity and cash flows for such fiscal quarter and for the
portion of the Borrower's fiscal year then ended, setting forth in each case in
comparative form

                                       58
<PAGE>

the figures for the corresponding fiscal quarter of the previous fiscal year and
the corresponding portion of the previous fiscal year, all in reasonable detail
and certified by a Responsible Officer of the Borrower on behalf of the Borrower
as fairly presenting the financial condition, results of operations and cash
flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes. Notwithstanding
the foregoing, in the event that the Borrower delivers a Quarterly Report on
Form 10-Q of Holdings for such fiscal quarter as filed with the Securities and
Exchange Commission to each Lender within 60 days after the end of such fiscal
quarter, such Form 10-Q shall satisfy all requirements of this SECTION
6.01(b)(i); and

         (ii) at any time that an Unrestricted Subsidiary is in existence at the
end of the applicable period, as soon as available, but in any event within 60
days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, a consolidated balance sheet of Holdings and its
Subsidiaries (excluding the Unrestricted Subsidiaries) as at the end of such
fiscal quarter, and the related consolidated statements of income, shareholders'
equity and cash flows for such fiscal quarter and for the portion of the
Borrower's fiscal year then ended, setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year all in reasonable
detail and certified by a Responsible Officer of the Borrower on behalf of the
Borrower as fairly presenting the consolidated financial condition, results of
operations and cash flows of Holdings and its Subsidiaries (excluding the
Unrestricted Subsidiaries) in accordance with GAAP, subject only to normal
year-end audit adjustments and the absence of footnotes.

         6.02 CERTIFICATES; OTHER INFORMATION.

         Deliver to the Administrative Agent for its delivery to each Lender, in
form and detail satisfactory to the Administrative Agent:

         (a) concurrently with the delivery of the financial statements referred
to in SECTION 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event
of Default or, if any such Default or Event of Default shall exist, stating the
nature and status of such event, provided that such accountants shall not be
liable by reason of any failure to obtain knowledge of any such Default or Event
of Default;

         (b) concurrently with the delivery of the financial statements referred
to in SECTIONS 6.01(a) and (b), a duly completed Compliance Certificate signed
by a Responsible Officer of the Borrower on behalf of the Borrower;

         (c) promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or communication made
generally available to the stockholders of Holdings, and copies of all annual,
regular, periodic and special reports and registration statements which Holdings
may file with the Securities and Exchange Commission under Section 13 or 15(d)
of the Securities Exchange Act of 1934, and not otherwise required to be
delivered to the Administrative Agent pursuant hereto; and

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<PAGE>

         (d) promptly, such additional information regarding the business,
financial or corporate affairs of Holdings or any Subsidiary as the
Administrative Agent may from time to time request.

         6.03 NOTICES.

         Promptly upon any Responsible Officer of Holdings or the Borrower
obtaining knowledge thereof, notify the Administrative Agent (and the
Administrative Agent shall promptly provide copies of such notices to the
Lenders):

         (a) of the occurrence of any Default or Event of Default;

         (b) of any matter that has resulted or may reasonably be expected to
result in a Material Adverse Effect;

         (c) of any litigation, investigation or proceeding affecting any Loan
Party in which the amount involved exceeds the Threshold Amount, or in which
injunctive relief or similar relief is sought, which relief, if granted, could
reasonably be expected to have a Material Adverse Effect; and

         (d) of the occurrence of any ERISA Event.

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer on behalf of the Borrower setting forth
details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto.

         6.04 PAYMENT OF OBLIGATIONS.

         Pay and discharge prior to the expiration of any applicable grace or
cure periods all material tax liabilities, assessments and governmental charges
or levies upon it or its properties or assets shown on federal, state or other
material tax returns, reports or final assessments unless the same are being
contested in good faith by appropriate proceedings and adequate reserves to the
extent required by GAAP are being maintained by the Borrower or such Restricted
Subsidiary.

         6.05 PRESERVATION OF EXISTENCE, ETC.

         (a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization, except in a transaction permitted by SECTION 7.04 or 7.05; (b)
take all reasonable action to maintain all rights, privileges, permits, licenses
and franchises necessary in the normal conduct of its business, except in a
transaction permitted by SECTION 7.04 or 7.05 or where failure to maintain such
rights, privileges, permits, licenses or franchises could not reasonably be
expected to have a Material Adverse Effect; and (c) preserve or renew all of its
registered patents, trademarks, trade names and service marks, the
non-preservation of which could reasonably be expected to have a Material
Adverse Effect.


                                       60

<PAGE>

         6.06 MAINTENANCE OF PROPERTIES.

         Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted; and make all necessary repairs
thereto and renewals and replacements thereof, in each case, except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

         6.07 MAINTENANCE OF INSURANCE.

         Maintain with financially sound and reputable insurance companies not
Affiliates of the Borrower, insurance with respect to its properties and
business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons, subject to self-insurance with respect to workers compensation and
related health benefits in a manner consistent with past practice but subject to
modifications based upon current market conditions.

         6.08 COMPLIANCE WITH LAWS.

         Comply in all material respects with the requirements of all Laws
applicable to it or to its business or property, except in such instances in
which the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

         6.09 BOOKS AND RECORDS.

         Maintain proper books of record and account, in which full, true and
correct entries in all material respects in conformity with GAAP consistently
applied shall be made of all financial transactions and material matters
involving the assets and business of the Borrower or such Restricted Subsidiary,
as the case may be.

         6.10 INSPECTION RIGHTS.

         Permit agents and representatives of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; PROVIDED, HOWEVER, that when an Event of Default
exists the Administrative Agent or any Lender (or any of their respective agents
or representatives) may do any of the foregoing at the expense of the Borrower
at any time during normal business hours and with reasonable (or, in the case of
the Administrative Agent, with or without) advance notice.

         6.11 COMPLIANCE WITH ERISA.

         Do, and cause each of its ERISA Affiliates to do, each of the following
except where the failure to take such action or cause any ERISA Affiliate to
take such action would not have a

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<PAGE>


Material Adverse Effect: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other Federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

         6.12 USE OF PROCEEDS.

         Use the proceeds of the Loans, to refinance Indebtedness of the
Borrower and its Subsidiaries and for other general corporate purposes including
stock buy-backs, Acquisitions, working capital and capital expenditures not in
violation of any Loan Document.

         6.13 ENVIRONMENTAL DISCLOSURE AND INSPECTION.

         (a) Exercise reasonable diligence in order to comply and cause all
tenants under any leases or occupancy agreements with the Borrower or any of its
Restricted Subsidiaries and all other Persons on or occupying such property, to
comply with all Environmental Laws except where such failure could not
reasonably be expected to have a Material Adverse Effect.

         (b) Except for the disclosure of matters as to which a legal privilege
is asserted in good faith by the Borrower or any of its Subsidiaries, promptly
advise the Administrative Agent in writing and in reasonable detail of (i) any
Release of any Hazardous Materials which is material and required to be reported
to any federal, state or local governmental or regulatory agency under any
applicable Environmental Laws, (ii) any and all written communications with
respect to any Environmental Claims that would reasonably be expected to result
in a Material Adverse Effect or with respect to any Release of Hazardous
Materials which is material in nature and is required to be reported to any
federal, state or local governmental or regulatory agency, (iii) any remedial
action taken by the Borrower or any other Person in response to (x) any
Hazardous Materials on, under or about any Facility, the existence of which
would reasonably be expected to result in an Environmental Claim having a
Material Adverse Effect, or (y) any Environmental Claim that would reasonably be
expected to result in a Material Adverse Effect, (iv) the Borrower's discovery
of any occurrence or condition on any real property adjoining or in the vicinity
of any Facility that has caused such Facility or any part thereof to be subject
to any restrictions on the ownership, occupancy, transferability or use thereof
under any Environmental Laws that could reasonably be expected to result in a
Material Adverse Effect, and (v) any notice from a governmental agency stating
that the Borrower or any of its Restricted Subsidiaries has been named as a
potentially responsible party under applicable Environmental Laws or any other
request for information from any governmental agency that indicates such agency
is investigating whether the Borrower or any of its Restricted Subsidiaries may
be potentially responsible for a Release of Hazardous Materials in either case
that could reasonably be expected to result in a Material Adverse Effect.

         (c) Provide copies of such documents or information as Agent may
reasonably request in relation to any matters disclosed pursuant to this SECTION
6.13.

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<PAGE>

         6.14 BORROWER'S REMEDIAL ACTION REGARDING HAZARDOUS MATERIALS.

         Promptly take, and cause each of its Restricted Subsidiaries promptly
to take, any and all necessary remedial action in connection with the presence,
storage, use, disposal, transportation or Release of any Hazardous Materials on,
under or about any Facility in order to comply with all applicable material
Environmental Laws and Governmental Authorizations. In the event the Borrower or
any of its Restricted Subsidiaries undertakes any remedial action with respect
to any Hazardous Materials on, under or about any Facility, the Borrower or such
Subsidiary shall conduct and complete such remedial action in material
compliance with all applicable material Environmental Laws except when, and only
to the extent that, the Borrower's or such Subsidiary's liability, including
with respect to such presence, storage, use, disposal, transportation or
discharge of any Hazardous Materials, is being contested in good faith by the
Borrower or such Subsidiary.

         6.15 FURTHER ASSURANCES.

         (a) Cause each wholly-owned Subsidiary which is a Guarantor to remain a
wholly-owned Subsidiary, except as a result of a transaction permitted by
SECTION 7.04 or SECTION 7.05 hereunder.

         (b) Promptly after any Person becomes a Restricted Material Subsidiary,
cause such Person to join as a Guarantor under the Subsidiary Guaranty pursuant
to joinder agreements in form and substance reasonably satisfactory to the
Administrative Agent. The Borrower shall promptly notify the Administrative
Agent at any time at which, in accordance with this SECTION 6.15, any Material
Subsidiary shall be required to join as a Guarantor under the Subsidiary
Guaranty.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

         Commencing on the Effective Date, so long as any Lender shall have any
Commitment hereunder, any Loan or other Obligation shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower
shall not, nor shall it permit any Restricted Subsidiary to, directly or
indirectly:

         7.01 LIENS.

         Create, incur or assume any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following
("PERMITTED LIENS"):

         (a) Liens pursuant to any Loan Document;

         (b) Liens other than those permitted by subsections (c) through (q)
that are existing on the date hereof and listed on SCHEDULE 7.01 and any
renewals or extensions thereof, provided that the property covered thereby is
not increased and any renewal or extension of the obligations secured or
benefited thereby is permitted by SECTION 7.03(b);

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<PAGE>

         (c) Liens for taxes, assessments or governmental charges not yet due or
which are being contested in good faith and by appropriate proceedings, if
adequate reserves with respect thereto are maintained on the books of the
applicable Person if and to the extent required by GAAP;

         (d) (i) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens and (ii) customs and revenue authority liens
securing payment of customs duties, in either case arising in the ordinary
course of business which are not overdue for a period of more than 45 days or
which are being contested in good faith and by appropriate proceedings, if
adequate reserves with respect thereto are maintained on the books of the
applicable Person;

         (e) pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;

         (f) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), government contracts, tenders, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature incurred in the ordinary course of business;

         (g) easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which do not materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;

         (h) Liens securing judgments for the payment of money in an aggregate
amount not in excess of the Threshold Amount (except to the extent covered by
independent third-party insurance), unless any such judgment remains
undischarged for a period of more than 45 consecutive days during which
execution is not effectively stayed;

         (i) Liens securing Indebtedness permitted under SECTION 7.03(d);
PROVIDED that) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness and proceeds thereof;

         (j) Liens upon assets of any Receivables Subsidiary securing
Indebtedness permitted by SECTION 7.03(e);

         (k) Liens upon assets of entities which become Restricted Subsidiaries
after the date of this Agreement pursuant to SECTION 7.02 and securing
Indebtedness permitted by SECTION 7.03(g); PROVIDED that such Liens existed at
the time the respective entities became Restricted Subsidiaries, were not
created in anticipation thereof and are limited to assets and proceeds thereof
of the respective entity at the time acquired;

         (l) Liens on the interest of the Borrower or any of its Restricted
Subsidiaries in the COLI Policies, which Liens secure COLI Debt permitted by
SECTION 7.03(j);

         (m) leases or subleases granted to others not interfering in any
material respect with the ordinary conduct of the business of the Borrower or
its Restricted Subsidiaries;

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<PAGE>
         (n) any interest or title of a lessor or sublessor under any lease not
prohibited by this Agreement;

         (o) protective UCC filings with respect to personal property leased by,
or consigned to, the Borrower or any of its Restricted Subsidiaries;

         (p) Liens granted by the Borrower securing Indebtedness permitted by
SECTION 7.03(K); and

         (q) other Liens securing obligations otherwise permitted hereunder
which do not exceed $15,000,000 in the aggregate at any one time outstanding.

        7.02 INVESTMENTS.

         (a) Make any Investments, except:

         (b) Investments that are existing on the date hereof listed on SCHEDULE
7.02;

         (c) Investments held by the Borrower or such Restricted Subsidiary in
the form of cash equivalents;

         (d) advances to officers, directors and employees of the Borrower and
Restricted Subsidiaries (i) in an aggregate amount not to exceed $5,000,000 at
any time outstanding, for travel, entertainment, relocation and analogous
ordinary business purposes and (ii) in an aggregate amount not to exceed
$10,000,000 at any time outstanding to enable such Persons to purchase stock of
Holdings;

         (e) Investments of any Subsidiary in the Borrower or another Subsidiary
which is a Guarantor;

         (f) Investments by the Borrower or any Subsidiary which is a Guarantor
in any other Subsidiary which is a Guarantor;

         (g) Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the sale or lease of goods
or services in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors;

         (h) Guaranty Obligations permitted by SECTION 7.03 and SECTION 7.13;

         (i) Investments permitted by SECTION 7.04;

         (j) Investments incurred in order to consummate Acquisitions not
otherwise prohibited herein, PROVIDED that (i) such Acquisitions are undertaken
in accordance with all applicable Laws, (ii) the prior, effective written
consent or approval to such Acquisition of the board of directors or equivalent
governing body of the acquiree is obtained, (iii) the Borrower provides the
Administrative Agent and the Lenders with a certificate at least five days prior
to the

                                       65
<PAGE>

consummation of such Acquisition evidencing that, after giving effect to such
Acquisition, the Borrower is in compliance with SECTION 7.14(a) and (b) (as
determined on a Pro Forma Basis as of the last day of the preceding fiscal
quarter), and (iv) after giving effect to such Acquisition, the Borrower and its
Restricted Subsidiaries remain in compliance with SECTION 7.09;

         (k) loans to Holdings (i) in an amount equal to the income taxes
attributable to Holdings' Investment in the Borrower and its Restricted
Subsidiaries and other taxes attributable to the Borrower and its Restricted
Subsidiaries which are then due and payable and (ii) in an amount up to
$2,000,000 per calendar year to pay expenses, PROVIDED that such loans shall
reduce dollar-for-dollar the amounts permitted to be paid to Holdings pursuant
to SECTION 7.07(c)(i)(A) and (B), respectively;

         (l) the Borrower may make and own Investments in Holdings' common stock
in connection with the administration of the 401K program for employees of the
Borrower and its Affiliates and any deferred compensation plan for executive
officers of the Borrower and its Affiliates, PROVIDED that the aggregate fair
value, as determined by the closing price on the New York Stock Exchange for
such equity securities on the Business Day prior to making the Investment, of
such equity securities at any one time held by the Borrower shall not exceed
$10,000,000;

         (m) Investments by the Borrower or any Restricted Subsidiary in any
Foreign Subsidiary or in any Joint Venture in an aggregate amount not to exceed
(i) $75,000,000 or (ii) $125,000,000 if at the time of such Investment, the
Leverage Ratio is less than 2.25 to 1.00 (it being understood that Investments
permitted by this clause (ii) shall not cease to be allowed by virtue of changes
in the Leverage Ratio subsequent to the time of such Investment), plus, in the
case of either clause (i) or (ii), an amount (the "INCREMENTAL AMOUNT") equal to
any cash dividends, other cash returns and the fair market value of other
distributions received after the date hereof with respect to the Investment
described in SECTION 7.02(n) (such Incremental Amount not to exceed the initial
amount of such Investment);

         (n) Investments consisting of Permitted Swap Obligations;

         (o) direct or indirect Investments of the Borrower and its Restricted
Subsidiaries in existence on the date hereof in Vitrocrisa Holding S. de R.L. de
C.V., Vitrocrisa S. de R.L de C.V., Crisa Libbey S.A. de C. V., Crisa Industrial
LLC and any affiliated entities therewith pursuant to a Joint Venture entered
into by the Borrower and Vitro S.A. DE C.V. (it being understood that additional
Investments therein may be made to the extent otherwise permitted another
subsection of SECTION 7.02);

         (p) Investments by the Borrower in Unrestricted Subsidiaries to the
extent such Investments are permitted by SECTION 7.07(d) or (e); and


         (q) other Investments not exceeding $35,000,000 in the aggregate at any
time.

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<PAGE>

        7.03 INDEBTEDNESS.

         Create, incur, assume or permit to exist any Indebtedness of the
Borrower or such Restricted Subsidiary, as applicable, except:

         (a) Indebtedness under the Loan Documents;

         (b) Indebtedness other than of the type permitted by subsections (c)
through (m) that is outstanding on the date hereof and listed on SCHEDULE 7.03
and any refinancings, refundings, renewals or extensions thereof; PROVIDED that
the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder;

         (c) Indebtedness consisting of Permitted Swap Obligations;

         (d) Indebtedness in respect of capital leases, Synthetic Lease
Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in SECTION 7.01(I); provided, HOWEVER, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed $50,000,000;

         (e) Receivables Facility Attributed Indebtedness in an aggregate amount
not to exceed $75,000,000 at any time;

         (f) Indebtedness consisting of financial standby letters of credit
(other than any Letter of Credit) in which the Borrower or any of its Restricted
Subsidiaries has any actual or contingent reimbursement obligations in an
aggregate amount not to exceed $15,000,000 at any time;

         (g) Indebtedness which is secured by Liens upon assets of entities
which become Restricted Subsidiaries after the date of this Agreement pursuant
to SECTION 7.02 and which Liens are permitted by SECTION 7.01(k); PROVIDED that
such Indebtedness existed at the time the respective entities became Restricted
Subsidiaries, was not created in anticipation thereof and is limited to assets
of the respective entity at the time acquired and proceeds thereof;

         (h) Intercompany Indebtedness to the extent permitted by SECTION 7.02;
PROVIDED, HOWEVER, that in the event of any subsequent issuance or transfer of
any capital stock which results in the holder of such Indebtedness ceasing to be
a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other
than to the Borrower or any of its Restricted Subsidiaries) such Indebtedness
shall be required to be permitted under another clause of this SECTION 7.03;
PROVIDED FURTHER, however, that in the case of Intercompany Indebtedness
consisting of a loan or advance to the Borrower, each such loan or advance shall
be subordinated to the indefeasible payment in full of all of the Borrower's
obligations pursuant to this Agreement and the other Loan Documents;

         (i) Indebtedness permitted by SECTION 7.13;

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<PAGE>

         (j) COLI Debt in an aggregate amount not to exceed $20,000,000 at any
time outstanding;

         (k) Indebtedness evidenced by that certain Promissory Note dated August
31, 2001 executed by the Borrower in favor of Wells Fargo Bank Nebraska National
Association, as trustee, in an aggregate principal amount not to exceed
$2,660,000 at any time outstanding;

         (l) Indebtedness of Foreign Subsidiaries arising out of an Investment
permitted by SECTION 7.02(l), (o) or (p); and

         (m) other unsecured Indebtedness of the Borrower and/or its Restricted
Subsidiaries.

        7.04 FUNDAMENTAL CHANGES.

         Merge, consolidate with or into, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter acquired)
to or in favor of any Person, except that, so long as no Default or Event of
Default would result therefrom:

         (a) any Subsidiary may merge with (i) the Borrower, PROVIDED that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more
Subsidiaries, PROVIDED that (A) when any wholly-owned Restricted Subsidiary is
merging with another Subsidiary, the wholly-owned Restricted Subsidiary shall be
the continuing or surviving Person and (B) when any Subsidiary which is a
Guarantor is merging with another Subsidiary, a Subsidiary which is a Guarantor
shall be the continuing or surviving Person;

         (b) any Subsidiary may sell any of its stock or all or substantially
all of its assets (upon voluntary liquidation or otherwise), to the Borrower or
to another Subsidiary; PROVIDED that (i) if the seller in such a transaction is
a wholly-owned Restricted Subsidiary, then the purchaser must also be a
wholly-owned Restricted Subsidiary or the Borrower, as applicable, and (ii) if
the seller in such a transaction is a Subsidiary which is a Guarantor, then the
purchaser must also be a Subsidiary which is a Guarantor or the Borrower, as
applicable;

         (c) in connection with any Acquisition permitted by SECTION 7.02, the
Borrower or any Subsidiary may merge with another Person, PROVIDED that (i) if
the Borrower is a party to such merger, then the Borrower shall be the
continuing or surviving Person thereof and (ii) if any Subsidiary which is a
Guarantor is a party to such merger, then a Subsidiary which is a Guarantor
shall be the continuing or surviving Person thereof; and

         (d) the Borrower or any Subsidiary may Dispose of assets to the extent
such Disposition is permitted by SECTION 7.05.

        7.05 DISPOSITIONS.

         Make any Disposition or enter into any agreement to make any
Disposition (other than agreements making the applicable Disposition subject to
the prior payment in full of the

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Obligations and termination of this Agreement or to being consented to by the
Required Lenders), except:

         (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

         (b) Dispositions of inventory in the ordinary course of business;

         (c) Dispositions of equipment or real property to the extent that (i)
such property is exchanged for credit against the purchase price of similar
replacement property, (ii) the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement property or (iii) the
board of directors or senior management of the Borrower or such Restricted
Subsidiary has determined in good faith that the failure to replace such
property will not be detrimental to the business of the Borrower or such
Restricted Subsidiary;

         (d) Dispositions by the Borrower and its Restricted Subsidiaries of
property pursuant to sale-leaseback transactions;

         (e) Dispositions permitted by SECTION 7.04;

         (f) dispositions of Accounts Receivable pursuant to a Permitted
Receivables Purchase Facility;

         (g) Disposition of real property near the location of the Borrower's
City of Industry plant, PROVIDED that the aggregate amount of the proceeds
derived from such Disposition permitted by this SUBSECTION 7.05(g) shall not
exceed $7,000,000;

         (h) Dispositions by any Loan Party to any other Loan Party;

         (i) Dispositions of property among Restricted Subsidiaries which are
not Guarantors; and

         (j) other Dispositions of property not otherwise permitted hereunder,
PROVIDED that (i) the consideration received for such assets shall have a value
at least equal to the fair market value of such assets, in each case as
determined in good faith by the Borrower or the applicable Restricted
Subsidiary; and (ii) if the amount of the Net Proceeds of such Dispositions in
any Fiscal Year exceeds 15% of the assets of Holdings and its Subsidiaries
(other than the Unrestricted Subsidiaries) on a consolidated basis, the
Aggregate Commitments shall be permanently reduced by the amount of such excess
(and the Borrower shall make the prepayment, if any, required in connection with
such commitment reduction pursuant to SECTION 2.08(b).

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        7.06 LEASE OBLIGATIONS.

         Create, incur or permit to exist any obligations of the Borrower or its
Restricted Subsidiaries for the payment of rent for any property under lease or
agreement to lease, except:

         (a) Leases other than of the type described in subsections (b) through
(d) in existence on the date hereof and listed on SCHEDULE 7.06, and any
renewal, extension or refinancing thereof;

         (b) operating leases (other than those constituting Synthetic Lease
Obligations) entered into or assumed by the Borrower or any Restricted
Subsidiary in the ordinary course of business, PROVIDED that the aggregate lease
payments for all such operating leases in any fiscal year shall not exceed
$20,000,000;

         (c) leases in connection with any sale-leaseback arrangement permitted
by SECTION 7.05(d); and

         (d) capital leases and Synthetic Lease Obligations to the extent
permitted by SECTION 7.03.

        7.07 RESTRICTED PAYMENTS.

         Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that:

         (a) each Restricted Subsidiary may make Restricted Payments to the
Borrower and to wholly-owned Restricted Subsidiaries (and, in the case of a
Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower
and any Restricted Subsidiary and to each other owner of capital stock of such
Subsidiary on a pro rata basis based on their relative ownership interests);

         (b) the Borrower and each Restricted Subsidiary may purchase, redeem or
otherwise acquire shares of its common stock or warrants or options to acquire
any such shares with the proceeds received from the substantially concurrent
issue of new shares of its common stock;

         (c) the Borrower may make Restricted Payments to Holdings (i) (A) in an
amount equal to the income taxes attributable to Holdings' Investment in the
Borrower and its Restricted Subsidiaries and other taxes attributable to the
Borrower and its Restricted Subsidiaries which are then due and payable and (B)
in an amount up to $2,000,000 per calendar year to pay expenses, PROVIDED that
such amounts shall reduce dollar-for-dollar the amounts permitted to be paid to
Holdings pursuant to SECTION 7.02(j)(i) and (ii), respectively, and (ii) in an
amount not in excess of the outstanding amount of loans previously made by the
Borrower to Holdings pursuant to SECTION 7.02(j) so long as the proceeds of such
Restricted Payments are substantially contemporaneously used by Holdings to
repay such loans;

         (d) the Borrower may make Restricted Payments to Holdings and the
Borrower and its Subsidiaries may make Restricted Payments in the form of
Investments in Unrestricted Subsidiaries, PROVIDED that (i) no Default or Event
of Default shall have occurred and be

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continuing or would result therefrom and (ii) after giving effect to any such
Restricted Payment, the aggregate of all Restricted Payments made pursuant to
this clause (d) on a cumulative basis from the Effective Date would not exceed
the sum (without duplication) of (A) 50% of Adjusted Consolidated Net Income for
any fiscal quarter after December 31, 2001, and (B) $20,000,000; and (ii) if
Holdings has transferred 100% of the equity interests of the Borrower to a
wholly-owned Subsidiary of Holdings and no Event of Default exists under SECTION
8.01(k), then the Borrower may make any Restricted Payment to such wholly-owned
Subsidiary to the extent that, had such transfer not occurred, the Borrower
could have made such Restricted Payment to Holdings; and

         (e) so long as no Default or Event of Default shall have occurred and
be continuing or would result therefrom, the Borrower and its Restricted
Subsidiaries may make Restricted Payments in the form of Investments in
Unrestricted Subsidiaries in addition to those permitted under clause (d) above
in an amount equal to all cash dividends, cash returns and the fair market value
of other distributions received in respect of such Investments (not to exceed
the initial amount of such Investments in Unrestricted Subsidiaries).

        7.08 ERISA.

         At any time engage in a transaction which could be subject to Section
4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any non-exempt
"prohibited transaction" (as defined in Section 4975 of the Code); (b) fail to
comply with ERISA or any other applicable Laws; or (c) incur any material
"accumulated funding deficiency" (as defined in Section 302 of ERISA), which,
with respect to each event listed above, could reasonably be expected to have a
Material Adverse Effect.

        7.09 CHANGE IN NATURE OF BUSINESS.

         Engage in any material line of business such that the businesses of the
Borrower and its Subsidiaries taken as a whole are substantially different from
those lines of business conducted by the Borrower and its Subsidiaries on the
date hereof and businesses reasonably related thereto or reasonable extensions
thereof.

        7.10 TRANSACTIONS WITH AFFILIATES.

         Enter into any material transaction with any Affiliate of the Borrower,
other than (a) transactions between the Borrower and any Subsidiary of the
Borrower which is a Guarantor or between Guarantors which are Subsidiaries of
the Borrower, (b) transactions between the Borrower and Holdings, (c)
arm's-length transactions with Affiliates that are otherwise permitted
hereunder, (d) transactions which, taken as a whole, are on an arm's-length
basis or, as to the Borrower or the Guarantor involved, are more favorable than
arm's length, (e) transactions between Foreign Subsidiaries, (f) transactions
with Libbey Foreign Sales Corporation in a manner consistent with past practices
but subject to modifications based upon then current market conditions and
changes in applicable Laws, or (g) Investments otherwise permitted hereby. For
the purpose of this SECTION 7.10 only, "AFFILIATE" shall mean, as to any Person,
any Affiliate (as defined in ARTICLE I) and any other Person which possesses,
directly or indirectly,

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power to vote 10% or more of the securities having ordinary voting power for the
election of directors or managing general partners.

        7.11 BURDENSOME AGREEMENTS.

         Enter into any Contractual Obligation that limits the ability (a) of
any Restricted Subsidiary to make Restricted Payments to the Borrower or to
otherwise transfer property to the Borrower or (b) of the Borrower or any
Restricted Subsidiary to create, incur or assume Liens on property of such
Person (in the case of (a) and (b), other than property that is financed in a
transaction governed by such Contractual Obligations and not otherwise
prohibited hereby).

        7.12 USE OF PROCEEDS.

         Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately in any manner
that might cause the Credit Extension or the application of such proceeds to
violate Regulations T, U or X of the FRB, in each case as in effect on the date
or dates of such Credit Extension and such use of proceeds.

        7.13 CONTINGENT OBLIGATIONS.

         Create, incur, assume or permit to exist any Contingent Obligations of
the Borrower or its Restricted Subsidiaries, except:

         (a) Contingent Obligations of the Borrower and its Restricted
Subsidiaries other than those permitted by subsections (b) through (j) that are
existing as of the date hereof and listed on SCHEDULE 7.13;

         (b) Permitted Swap Obligations;

         (c) endorsements for collection or deposit in the ordinary course of
business;

         (d) Contingent Obligations with respect to Surety Instruments incurred
in the ordinary course of business, PROVIDED that the aggregate amount of such
Contingent Obligations consisting of financial standby letters of credit (other
than any Letter of Credit) in which the Borrower or any of its Restricted
Subsidiaries has any actual or contingent reimbursement obligations shall not
exceed $15,000,000 at any time;

         (e) Guaranty Obligations of the Borrower and its Restricted
Subsidiaries in an aggregate amount not to exceed $50,000,000 at any time;

         (f) Guaranty Obligations of the Borrower and its Restricted
Subsidiaries consisting of payment obligations incurred in connection with an
Acquisition permitted hereunder;

         (g) Guaranty Obligations of the Borrower consisting of a guarantee by
the Borrower of obligations of a Restricted Subsidiary or by a Subsidiary of
obligations of the Borrower or a Restricted Subsidiary of the Borrower under any
agreement not otherwise prohibited hereby;

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<PAGE>

         (h) Guaranty Obligations that are Investments permitted under SECTION
7.02 or Indebtedness permitted under SECTION 7.03;

         (i) Guaranty Obligations of the Borrower and its Restricted
Subsidiaries of suppliers, customers, franchisees and licensees in the ordinary
course of business in an aggregate amount not to exceed $5,000,000 at any time
outstanding pursuant to this clause (i);

         (j) Guaranty Obligations of the Borrower not to exceed $5,000,000
pursuant to the Borrower's guaranty in existence on the date hereof in favor of
Tractebel Energia de Monterrey, S. de R. L. de C.V. and its successors and
assigns; and

         (k) Guaranty Obligations of the Guarantors pursuant to the Loan
Documents.

        7.14 FINANCIAL COVENANTS.

         (a) LEVERAGE RATIO. Permit the Leverage Ratio at any time to be greater
than 3.25 to 1.00.

         (b) INTEREST COVERAGE RATIO. Permit the Interest Coverage Ratio as of
the end of any fiscal quarter to be less than 3.00 to 1.00.

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

         8.01 EVENTS OF DEFAULT.

         Any of the following shall constitute an Event of Default:

         (a) NON-PAYMENT. The Borrower fails to pay (i) when and as required to
be paid herein any amount of principal of any Loan, or (ii) within five days
after the same becomes due, any amount of interest on any Loan, or any L/C
Obligation, or any commitment or other fee due hereunder or any other amount
payable hereunder or under any other Loan Document; or

         (b) SPECIFIC COVENANTS. The Borrower fails to perform or observe any
term, covenant or agreement contained in any of SECTION 6.03(a), 6.05(a) or 6.12
or ARTICLE VII; or

         (c) OTHER DEFAULTS. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days (or, in the case of SECTION 6.01, 6.02 or 6.10, 10
days) after the date upon which written notice thereof is given to the Borrower
by the Administrative Agent; or

         (d) REPRESENTATIONS AND WARRANTIES. Any representation or warranty made
or deemed made by the Borrower or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith
proves to have been incorrect in any material respect when made or deemed made;
or

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<PAGE>

         (e) CROSS-DEFAULT. Any Loan Party or any of its Restricted Subsidiaries
(i) fails to make any payment when due (after giving effect to any applicable
grace periods and whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness (other than
Indebtedness hereunder) having an aggregate principal amount (including amounts
owing to all creditors under any combined or syndicated credit arrangement) of
more than the Threshold Amount, or (ii) fails to observe or perform any other
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness (or a trustee or agent on
behalf of such holder or holders) to cause, with the giving of notice if
required, such Indebtedness to be demanded or to become due or to be repurchased
or redeemed (automatically or otherwise) prior to its stated maturity; or

         (f) INSOLVENCY PROCEEDINGS, ETC. Any Loan Party or any of its
Restricted Material Subsidiaries institutes or consents to the institution of
any proceeding under any Debtor Relief Law, or makes an assignment for the
benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for 60 calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any part of its
property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

         (g) INABILITY TO PAY DEBTS; ATTACHMENT. (i) Any Loan Party or any of
its Restricted Material Subsidiaries becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due, or (ii) any
writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of any such Person and
is not released, stayed, vacated or fully bonded within 30 days after its issue
or levy; or

         (h) JUDGMENTS. There is entered against any Loan Party or any of its
Restricted Subsidiaries a final judgment or order for the payment of money in an
aggregate amount exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance) and there is a period of 10 consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

         (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

         (j) INVALIDITY OF LOAN DOCUMENTS, ETC. Any Loan Document, at any time
after its execution and delivery and for any reason other than by its terms or
the agreement of the


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<PAGE>

Required Lenders (subject to SECTION 10.01) or satisfaction in full of all the
Obligations, ceases to be in full force and effect, or is declared by a court of
competent jurisdiction to be null and void, invalid or unenforceable in any
material respect; or any Loan 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 an "Event of Default" under and as defined in any
other Loan Document shall occur; or

         (k) CHANGE OF CONTROL. There occurs any Change of Control of Holdings
or Holdings shall cease to own, directly or indirectly, 100% of the outstanding
equity interests in the Borrower; provided, however, that the consummation of
any transaction as a result of which, or after giving effect to which, the
Borrower is not a direct wholly-owned Subsidiary of Holdings shall constitute an
Event of Default unless, in connection therewith, each intermediate holding
company shall have become a Guarantor, in each case pursuant to documentation
reasonably satisfactory to the Administrative Agent.

         8.02 REMEDIES UPON EVENT OF DEFAULT.

         If any Event of Default occurs and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required
Lenders by written notice to the Borrower,

         (a) declare the commitment of each Lender to make Loans and any
obligation of the L/C Issuers to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;

         (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind except as
specified above, all of which are hereby expressly waived by the Borrower;

         (c) if all outstanding Loans have been accelerated, require that the
Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then
Outstanding Amount thereof); and

         (d) exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

PROVIDED, HOWEVER, that upon the occurrence of any event specified in subsection
(f) of SECTION 8.01, the obligation of each Lender to make Loans and any
obligation of the L/C Issuers to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, and
the obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by
the Borrower, in each case without further act of the Administrative Agent or
any Lender.

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         Notwithstanding anything contained in the preceding paragraph, if at
any time within 60 days after an acceleration of the Loans pursuant to such
paragraph the Borrower shall pay all arrears of interest and all payments on
account of principal which shall have become due otherwise than as a result of
such acceleration (with interest on principal and, to the extent permitted by
law, on overdue interest, at the rates specified in this Agreement) and all
Events of Default and Defaults (other than non-payment of the principal of and
accrued interest on the Loans, in each case which is due and payable solely by
virtue of acceleration) shall be remedied or waived pursuant to SECTION 10.01,
then the Required Lenders, by written notice to the Borrower, may at their
option rescind and annul such acceleration and its consequences; but such action
shall not affect any subsequent Event of Default or Default or impair any right
consequent thereon. The provisions of this paragraph are intended merely to bind
the Lenders to a decision which may be made at the election of the Required
Lenders and are not intended to benefit the Borrower and do not grant the
Borrower the right to require the Lenders to rescind or annul any acceleration
hereunder, even if the conditions set forth herein are met.

                                   ARTICLE IX
                              ADMINISTRATIVE AGENT

         9.01 APPOINTMENT AND AUTHORIZATION OF THE ADMINISTRATIVE AGENT.

         (a) Each Lender hereby irrevocably appoints, designates and authorizes
the Administrative Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

         (b) Each L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith until
such time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for such L/C Issuer with respect thereto;
PROVIDED, HOWEVER, that such L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this ARTICLE IX with
respect to any acts taken or omissions suffered by such L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and the
application and agreements for letters of credit pertaining to the Letters of
Credit as fully as if the term "Administrative Agent" as used in this

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<PAGE>

ARTICLE IX included such L/C Issuer with respect to such acts or omissions, and
(ii) as additionally provided herein with respect to such L/C Issuer.

         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, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct.

         9.03 LIABILITY OF THE ADMINISTRATIVE AGENT.

         No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its
own gross negligence or willful misconduct in connection with its duties
expressly set forth herein), or (b) be responsible in any manner to any Lender
or participant for any recital, statement, representation or warranty made by
any Loan Party or any officer thereof, contained herein or in 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 the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of any Loan Party or any other party
to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant
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 any Loan Party or
any Affiliate thereof.

         9.04 RELIANCE BY THE ADMINISTRATIVE AGENT.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it 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 counsel to any Loan Party), 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 any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which 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 or any
other Loan Document in accordance with a request or consent of the Required
Lenders or all the Lenders, if required hereunder, and such request and any
action taken or failure to act pursuant

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<PAGE>
thereto shall be binding upon all the Lenders and participants. Where this
Agreement expressly permits or prohibits an action unless the Required Lenders
otherwise determine, the Administrative Agent shall, and in all other instances,
the Administrative Agent may, but shall not be required to, initiate any
solicitation for the consent or a vote of the Lenders.

         (b) For purposes of determining compliance with the conditions
specified in SECTION 4.01 or SECTION 4.02, each Lender that has signed this
Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter either sent by the Administrative
Agent to such Lender for consent, approval, acceptance or satisfaction, or
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender.

         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, except with respect
to defaults in the payment of principal, interest and fees required to be paid
to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written 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." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
ARTICLE VIII; PROVIDED, HOWEVER, that unless and until the Administrative Agent
has received any such direction, 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 or in the best
interest of the Lenders.

         9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY THE ADMINISTRATIVE
AGENT.

         Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person 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 the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other


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documents expressly required to be furnished to the Lenders by the
Administrative Agent herein, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any of the Loan Parties or any of their
respective Affiliates which may come into the possession of any Agent-Related
Person.

         9.07 INDEMNIFICATION OF THE ADMINISTRATIVE AGENT.

         Whether or not the transactions contemplated hereby are consummated,
the Lenders shall indemnify upon demand each Agent-Related Person (to the extent
not reimbursed by or on behalf of any Loan Party and without limiting the
obligation of any Loan Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; PROVIDED, HOWEVER, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified
Liabilities determined in a final, nonappealable judgment by a court of
competent jurisdiction to have been caused primarily by such Person's own gross
negligence or willful misconduct; PROVIDED, HOWEVER, that no action taken in
accordance with the directions of the Required Lenders shall be deemed to
constitute gross negligence or willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs and costs and expenses in
connection with the use of IntraLinks, Inc. or other similar information
transmission systems in connection with this Agreement) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section shall survive termination of the
Aggregate Commitments, the payment of all Obligations hereunder and the
resignation or replacement of the Administrative Agent or the Collateral Agent,
as applicable.

         9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

         Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates
as though Bank of America were not the Administrative Agent or an L/C Issuer
hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding any Loan Party or its Affiliates (including
information that may be subject to confidentiality obligations in favor of such
Loan Party or such Affiliate) and acknowledge that the Administrative Agent
shall not be under any obligation to provide such information to them. With
respect to its Loans, Bank of America shall have the same rights and powers
under this Agreement as any other Lender and may exercise such rights and powers
as though it were not the Administrative Agent, or an L/C Issuer, and the terms
"Lender" and "Lenders" include Bank of America in its individual capacity.

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         9.09 SUCCESSOR ADMINISTRATIVE AGENT.

         The Administrative Agent may resign as Administrative Agent upon 90
days' notice to the Lenders; provided that any such resignation by Bank of
America shall also constitute its resignation as an L/C Issuer effective upon
its retirement. If the Administrative Agent resigns under this Agreement, the
Required Lenders shall appoint from among the Lenders a successor administrative
agent for the Lenders which successor administrative agent shall be consented to
by the Borrower (which consent of the Borrower shall not be unreasonably
withheld or delayed). If no successor administrative agent is appointed prior to
the ninetieth (90th) day after the Administrative Agent's notice is given (it
being understood that such a successor may be appointed at any time after the
Administrative Agent's resignation notice is given), the Administrative Agent
may appoint, after consulting with the Lenders and the Borrower, a successor
administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent, L/C Issuer and Swing Line Lender
and the respective terms "Administrative Agent," "L/C Issuer" and "Swing Line
Lender" shall mean such successor administrative agent, Letter of Credit issuer
and swing line lender, as applicable, and the retiring the Administrative
Agent's appointment, powers and duties as the Administrative Agent shall be
terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers
and duties as such shall be terminated, without any other or further act or deed
on the part of such retiring L/C Issuer or any other Lender or any other Swing
Line Lender, other than the obligation of the successor L/C Issuer to issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession. After any retiring Administrative Agent's
resignation hereunder as the Administrative Agent, the provisions of this
ARTICLE IX and SECTIONS 10.04 and 10.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Administrative Agent
under this Agreement. If no successor administrative agent has accepted
appointment as the Administrative Agent by the date which is 90 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

         9.10 SYNDICATION AGENTS; JOINT LEAD ARRANGERS; JOINT BOOK MANAGERS.

         None of the Lenders identified on the facing page or signature pages of
this Agreement as a "syndication agent," "joint lead arranger," or "joint book
manager" shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all Lenders as such.
Without limiting the foregoing, none of the Lenders so identified shall have or
be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

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                                   ARTICLE X
                                  MISCELLANEOUS

    10.01 AMENDMENTS, ETC.

         No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the applicable Loan Party, as the case may be, and
each such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall, unless in writing and signed by each of the
Lenders directly affected thereby and by the Borrower, do any of the following:

         (a) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to SECTION 2.07(b) or SECTION 8.02) except as
provided in SECTION 2.07(c) or SECTION 2.15;

         (b) postpone any date fixed by this Agreement or any other Loan
Document for any scheduled payment of principal, interest, fees or other amounts
due to the Lenders (or any of them) hereunder or under any other Loan Document,
except as provided in SECTION 2.15;

         (c) reduce the principal of, or the rate of interest specified herein
on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso below)
any fees or other amounts payable hereunder or under any other Loan Document, or
change the manner of computation of any financial covenant used in determining
the Applicable Rate that would result in a reduction of any interest rate on any
Loan; PROVIDED, HOWEVER, that only the consent of the Required Lenders shall be
necessary to amend the definition of "Default Rate" or to waive any obligation
of the Borrower to pay interest at the Default Rate;

         (d) change the percentage of the Aggregate Commitments or of the
aggregate unpaid principal amount of the Loans and L/C Obligations which is
required for the Lenders or any of them to take any action hereunder, except
that the Administrative Agent, the Borrower and all Continuing Lenders may amend
SECTION 2.15 as among themselves;

         (e) change the Pro Rata Share or Voting Percentage of any Lender
(except as provided in SECTION 2.07(c) or SECTION 2.15 or otherwise as a result
of an increase or decrease in commitments or loans or assignments hereunder);

         (f) amend this Section, or any provision herein providing for consent
or other action by all the Lenders; or

         (g) release Holdings from the Holdings Guaranty;

and, PROVIDED FURTHER, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuers in addition to the Required Lenders or
each directly-affected Lender, as the case may be, affect the rights or duties
of the L/C Issuers under this Agreement or any Letter of Credit Application
relating to any Letter of Credit issued or to be issued by it; (ii) no

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amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Required Lenders or each directly-affected
Lender, as the case may be, affect the rights or duties of the Swing Line Lender
under this Agreement; (iii) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Required
Lenders or each directly-affected Lender, as the case may be, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan
Document; (iv) an amendment hereof (other than pursuant to SECTION 2.07(c))
increasing the Commitment of any Lender or adding a tranche of loans hereunder
may, notwithstanding the foregoing, be approved by the Required Lenders, the
Borrower and the Lenders extending such additional credit; (v) the Fee Letter
may be amended, or rights or privileges thereunder waived, in a writing executed
only by the respective parties thereto; and (vi) notwithstanding the foregoing,
any matter which this Agreement expressly provides may be waived by the
Administrative Agent may be so waived. Notwithstanding anything to the contrary
herein, any Lender that has a Voting Percentage of zero shall not have any right
to approve or disapprove any amendment, waiver or consent hereunder, except that
the Pro Rata Share of such Lender may not be increased (except for any such
increase resulting from SECTION 3.06(b) or as otherwise set forth herein)
without the consent of such Lender.

    10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a) GENERAL. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address
specified for notices on SCHEDULE 10.02; or, in the case of the Borrower, the
Administrative Agent, the Swing Line Lender or the L/C Issuers, to such other
address as shall be designated by such party in a notice to the other parties,
and in the case of any other party, to such other address as shall be designated
by such party in a notice to the Borrower, the Administrative Agent, the Swing
Line Lender or the L/C Issuers. All such notices and other communications shall
be deemed to be given or made upon the earlier to occur of (i) actual receipt by
the intended recipient and (ii) (A) if delivered by hand or by courier, when
signed for by the intended recipient; (B) if delivered by mail, four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of
subsection (c) below), when delivered; PROVIDED, HOWEVER, that notices and other
communications to the Administrative Agent, the L/C Issuers and the Swing Line
Lender pursuant to ARTICLE II shall not be effective until actually received by
such Person. Any notice or other communication permitted to be given, made or
confirmed by telephone hereunder shall be given, made or confirmed by means of a
telephone call to the intended recipient at the number specified on SCHEDULE
10.02, it being understood and agreed that a voicemail message shall in no event
be effective as a notice, communication or confirmation hereunder.

         (b) EFFECTIVENESS OF FACSIMILE DOCUMENTS AND SIGNATURES. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by

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a manually-signed original thereof; PROVIDED, HOWEVER, that the failure to
request or deliver the same shall not limit the effectiveness of any facsimile
document or signature.

         (c) LIMITED USE OF ELECTRONIC MAIL. Electronic mail and internet and
intranet websites may be used to distribute routine communications, such as
financial statements and other information, and to distribute Loan Documents for
execution by the parties thereto, and may not be used to satisfy any notice
requirements hereunder.

         (d) RELIANCE BY THE ADMINISTRATIVE AGENT AND LENDERS. The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Notices of Borrowing and Swing Line Loan Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof,
PROVIDED, HOWEVER, the Administrative Agent and/or the Lenders, as applicable,
shall use their best efforts to comply with any such confirmation upon receipt
thereof. The Borrower shall indemnify each Agent-Related Person and each Lender
from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of the Borrower.
All telephonic notices to and other communications with the Administrative Agent
may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording.

    10.03 NO WAIVER; CUMULATIVE REMEDIES.

         No failure by any Lender or the Administrative Agent to exercise, and
no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein or therein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

    10.04 ATTORNEY COSTS, EXPENSES AND TAXES.

         The Borrower agrees (a) to pay or reimburse the Administrative Agent
for all reasonable costs and out-of-pocket expenses incurred in connection with
the development, preparation, negotiation and execution of this Agreement and
the other Loan Documents and any amendment, waiver, consent or other
modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs and costs and out-of-pocket expenses in
connection with the use of IntraLinks, Inc. or other similar information
transmission systems in connection with this Agreement, and (b) to pay or
reimburse the Administrative Agent and each Lender for all costs and
out-of-pocket expenses incurred in connection with the enforcement or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including during any legal proceeding, including any proceeding under
any Debtor Relief Law), including all Attorney Costs. The foregoing costs and
expenses shall include all search, filing, recording, title insurance and
appraisal charges and fees

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and taxes related thereto, and other out-of-pocket expenses incurred by the
Administrative Agent and, during the continuance of an Event of Default, the
cost of independent public accountants and other outside experts retained by the
Administrative Agent. The agreements in this Section shall survive the
termination of the Aggregate Commitments and repayment of all other Obligations.

    10.05 INDEMNIFICATION BY THE BORROWER.

         Whether or not the transactions contemplated hereby are consummated,
the Borrower agrees to indemnify, save and hold harmless each Agent-Related
Person, each Lender and their respective Affiliates, directors, officers,
employees, counsel, agents and attorneys-in-fact (collectively the
"INDEMNITEES") from and against: (a) any and all claims, demands, actions or
causes of action that are asserted against any Indemnitee by any Person (other
than the Administrative Agent or any Lender) relating directly or indirectly to
a claim, demand, action or cause of action that such Person asserts or may
assert against any Loan Party, any Affiliate of any Loan Party or any of their
respective officers or directors; (b) any and all claims, demands, actions or
causes of action that may at any time (including at any time following repayment
of the Obligations and the resignation of the Administrative Agent or the
replacement of any Lender) be asserted or imposed against any Indemnitee,
arising out of or relating to, the Loan Documents, any predecessor loan
documents, any Commitment, the use or contemplated use of the proceeds of any
Credit Extension, or the relationship of any Loan Party, the Administrative
Agent and the Lenders under this Agreement or any other Loan Document; (c) any
administrative or investigative proceeding by any Governmental Authority arising
out of or related to a claim, demand, action or cause of action described in
subsection (a) or (b) above; and (d) any and all liabilities (including
liabilities under indemnities), losses, and reasonable out-of-pocket costs or
expenses (including reasonable Attorney Costs) that any Indemnitee suffers or
incurs as a result of the assertion of any foregoing claim, demand, action,
cause of action or proceeding, or as a result of the preparation of any defense
in connection with any foregoing claim, demand, action, cause of action or
proceeding, in all cases, whether or not arising out of the negligence of an
Indemnitee, and whether or not an Indemnitee is a party to such claim, demand,
action, cause of action or proceeding (all the foregoing, collectively, the
"INDEMNIFIED LIABILITIES"); provided that no Indemnitee shall be entitled to
indemnification for any claim determined in a final, nonappealable judgment by a
court of competent jurisdiction to have been caused primarily by its own gross
negligence or willful misconduct or the gross negligence or willful misconduct
of its employees, officers or directors or for any loss asserted against it by
another Indemnitee. No Indemnitee shall be liable to any Loan Party for any
damages arising from the use by others of any information or other materials
obtained through IntraLinks, Inc. or other similar information transmission
systems in connection with this Agreement. The agreements in this Section shall
survive the termination of the Aggregate Commitments and repayment of all other
Obligations.

    10.06 PAYMENTS SET ASIDE.

         To the extent that the Borrower makes a payment to the Administrative
Agent or any Lender, or the Administrative Agent or any Lender exercises its
right of set-off, and such payment or the proceeds of such set-off or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement

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entered into by the Administrative Agent or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each Lender
severally agrees to pay to the Administrative Agent upon demand its applicable
share of any amount so recovered from or repaid by the Administrative Agent,
plus interest thereon from the date of such demand to the date such payment is
made at a rate per annum equal to the Federal Funds Rate from time to time in
effect.

    10.07 SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

         (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations) at the time owing to it);
PROVIDED that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a Lender, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) of the assigning
Lender subject to each such assignment, determined as of the date the Assignment
and Assumption Agreement with respect to such assignment is delivered to the
Administrative Agent, shall not be less than $5,000,000, unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed), (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to rights in respect of
outstanding Swing Line Loans, and (iii) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption
Agreement, together with a processing and recordation fee of $3,500 (such fee to
be waived in the case of assignments to an Approved Fund or an Affiliate of a
Lender). Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption Agreement, the Eligible Assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption Agreement, have the rights and obligations of
a Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and

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Assumption Agreement, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption Agreement covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of SECTIONS 3.07, 10.04 and 10.05). Upon request, the Borrower (at its
expense) shall execute and deliver new or replacement Notes to the assigning
Lender and the assignee Lender. Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this subsection
(or SECTION 2.07(c) or SECTION 2.15, as applicable) shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.
Notwithstanding anything herein to the contrary, no Lender shall have the right
to sell, assign, transfer, negotiate or sell participations in all or any part
of any Negotiated Rate Loan or Negotiated Rate Loans made by such Lender;
PROVIDED, HOWEVER, in the event that a Lender assigns the full amount of its
Revolving Loans, Revolving Loan Commitments and other Obligations and such
Lender has any outstanding Negotiated Rate Loans at the time of such assignment,
such Lender must also assign the full amount of such Negotiated Rate Loans to
such Eligible Assignee. Notwithstanding anything to the contrary set forth
above, any Lender may (without requesting the consent of the Borrower, the
Administrative Agent) pledge its Loans to a Federal Reserve Bank in accordance
with applicable regulations. Notwithstanding anything to the contrary contained
herein, any Lender (a "GRANTING LENDER") may grant to a special purpose funding
vehicle (an "SPC"), identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Revolving Loan that such Granting
Lender would otherwise be obligated to make to the Borrower pursuant to this
Agreement; PROVIDED that (i) nothing herein shall constitute a commitment by any
SPC to make any Revolving Loan, (ii) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Revolving Loan, the
Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof, and (iii) the Granting Lender shall be and remain obligated to the
Borrower, the Administrative Agent, and the other Lenders for each and every one
of the obligations of the Granting Lender and its SPC with respect to this
Agreement, including, without limitation, any indemnification obligations
hereunder and any sums otherwise payable to the Borrower by the SPC. Each
Granting Lender shall on behalf of, and to the exclusion of, the SPC give and
receive all communications and notices and take all actions hereunder,
including, without limitation, votes, approvals, waivers, consents and
amendments under this Agreement or the other Loan Documents. The making of a
Loan by an SPC hereunder shall utilize the applicable Commitment of the Granting
Lender to the same extent, and as if, such Loan were made by such Granting
Lender. Each party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability for
which shall remain with the Granting Lender). In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this SECTION 10.07, any SPC may (i) with notice to, but without the prior
written consent of, the Borrower and the Administrative Agent and without paying
any processing fee therefor, assign all or a portion

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of its interests in any Revolving Loans to the Granting Lender or to any
financial institutions (consented to by the Borrower and the Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans and (ii) disclose pursuant to
a written confidentiality agreement any non-public information relating to its
Revolving Loans to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC. This section
may not be amended without the written consent of each Granting Lender, all or
any of whose Loans are being funded by an SPC at the time of such amendment. It
is understood and acknowledged that the Granting Lender shall for all purposes,
including, without limitation, the approval of any amendment or waiver of any
provision of any Loan Document or the obligation to pay any amount otherwise
payable by the Granting Lender under the Loan Documents, continue to be the
Lender of record hereunder.

         (c) The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption Agreement delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the "REGISTER"). The
entries in the Register shall be presumptively correct absent manifest error,
and the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

         (d) Any Lender may, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to one or more banks or other
entities (a "PARTICIPANT") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender's participations in L/C Obligations)
owing to it); PROVIDED that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; PROVIDED that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
that would (i) postpone any date upon which any payment of money is scheduled to
be paid to such Participant, or (ii) reduce the principal, interest, fees or
other amounts payable to such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of SECTIONS 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of SECTION 10.09 as though it were a Lender, provided
such Participant agrees to be subject to SECTION 2.14 as though it were a
Lender.

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         (e) A Participant shall not be entitled to receive any greater payment
under SECTION 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of SECTION 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with SECTION 10.15 as though
it were a Lender.

         (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; PROVIDED that no
such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

         (g) If the consent of the Borrower to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of SECTION 10.07(b)), the Borrower shall be deemed to have
given its consent ten Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Borrower prior to such tenth Business Day.

         (h) As used herein, the following terms have the following meanings:

                  "ELIGIBLE ASSIGNEE" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural Person) approved by (i) the Administrative Agent, in the case
         of any assignment of a Loan, (ii) any L/C Issuer, in the case of any
         assignment of a Revolving Loan Commitment or any portion thereof, (iii)
         the Swing Line Lender, in the case of any assignment of a Revolving
         Loan Commitment or any portion thereof, and (iv) unless (A) such Person
         is taking delivery of an assignment in connection with physical
         settlement of a credit derivatives transaction or (B) an Event of
         Default has occurred and is continuing, the Borrower (each such
         approval referred to in clauses (i) through (iv) not to be unreasonably
         withheld or delayed).

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

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

         (i) Notwithstanding anything to the contrary contained herein, if at
any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may upon (i) 30 days' notice to the
Borrower and the Lenders, resign as a L/C Issuer and/or (ii) upon 30 days notice
to the Borrower, resign as Swing Line Lender. In the event of any such
resignation as L/C Issuer or termination of the Swing Line, the Borrower shall
be entitled to

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appoint from among the Lenders a successor L/C Issuer or Swing Line Lender
hereunder; PROVIDED, HOWEVER, that no failure by the Borrower to appoint any
such successor shall affect the resignation of Bank of America as L/C Issuer or
Swing Line Lender, as the case may be . Bank of America shall retain all the
rights and obligations of an L/C Issuer hereunder with respect to all Letters of
Credit outstanding as of the effective date of its resignation as L/C Issuer and
all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Loans or fund participations in Unreimbursed Amounts
pursuant to SECTION 2.04(c)). If Bank of America terminates the Swing Line, it
shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such termination, including the right to require the Lenders to make Base
Rate Loans or fund participations in outstanding Swing Line Loans pursuant to
SECTION 2.06(c).

    10.08 CONFIDENTIALITY.

         Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential); (b) to the extent requested by any regulatory
authority (with prior notice of such disclosure to the Borrower to the extent
practicable and not in violation of any Laws); (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process (with
prior notice of such disclosure to the Borrower to the extent practicable and
not in violation of any Laws); (d) to any other party to this Agreement; (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder;
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any Eligible Assignee of or Participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of the Borrower; (g) with the consent of the
Borrower; (h) to the extent such Information becomes publicly available other
than as a result of a breach of this Section; or (i) to the National Association
of Insurance Commissioners or any other similar organization or any nationally
recognized rating agency that requires access to information about a Lender's or
its Affiliates' investment portfolio in connection with ratings issued with
respect to such Lender or its Affiliates. In addition, the Administrative Agent
and the Lenders may disclose the existence of this Agreement and the terms
hereof and information about this Agreement to market data collectors, similar
service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section, "INFORMATION" means 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 or
any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the

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confidentiality of such Information as such Person would accord to its own
confidential information.

    10.09 SET-OFF.

         In addition to any rights and remedies of the Lenders provided by law,
upon the occurrence and during the continuance of any Event of Default, each
Lender is authorized at any time and from time to time, without prior notice to
the Borrower or any other Loan Party, any such notice being waived by the
Borrower (on its own behalf and on behalf of each Loan Party) to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final (but not trust accounts)) at any
time held by, and other indebtedness at any time owing by, such Lender to or for
the credit or the account of the respective Loan Parties against any and all
Obligations then due and owing to such Lender, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall
have made demand under this Agreement or any other Loan Document. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any
such set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.

         10.10 INTEREST RATE LIMITATION.

         Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall
not exceed the maximum rate of non-usurious interest permitted by applicable Law
(the "MAXIMUM RATE"). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest without prejudice to the rights of the Loan Parties
under the Loan Documents, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations.

         10.11 COUNTERPARTS.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         10.12 INTEGRATION.

         This Agreement, together with the other Loan Documents, comprises the
complete and integrated agreement of the parties on the subject matter hereof
and thereof and supersedes all prior agreements, written or oral, on such
subject matter. In the event of any conflict between the provisions of this
Agreement and those of any other Loan Document, the provisions of this Agreement
shall control; PROVIDED that the inclusion of supplemental rights or remedies in
favor of

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the Administrative Agent or the Lenders in any other Loan Document shall not be
deemed a conflict with this Agreement. Each Loan Document was drafted with the
joint participation of the respective parties thereto and shall be construed
neither against nor in favor of any party, but rather in accordance with the
fair meaning thereof.

         10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

         10.14 SEVERABILITY.

         Any provision of this Agreement and the other Loan Documents to which
the Borrower is a party that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions thereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

         10.15 FOREIGN LENDERS.

         Each Lender that is not a "United States person" within the meaning of
Section 7701(a)(30) of the Code (a "FOREIGN LENDER") shall deliver to the
Administrative Agent, prior to receipt of any payment subject to withholding
under the Code (or upon accepting an assignment of an interest herein), two duly
signed completed copies of either IRS Form W-8BEN or any successor thereto
(relating to such Person and entitling it to an exemption from, or reduction of,
withholding tax on all payments to be made to such Person by the Borrower
pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto
(relating to all payments to be made to such Person by the Borrower pursuant to
this Agreement) or such other evidence satisfactory to the Borrower and the
Administrative Agent that such Person is entitled to an exemption from, or
reduction of, U.S. withholding tax. Thereafter and from time to time, each such
Person shall (a) promptly submit to the Administrative Agent such additional
duly completed and signed copies of one of such forms (or such successor forms
as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to the Borrower and
the Administrative Agent of any available exemption from or reduction of, United
States withholding taxes in respect of all payments to be made to such Person by
the Borrower pursuant to this Agreement, (b) promptly notify the Administrative
Agent of any change in circumstances which would modify or render invalid any
claimed exemption or reduction, and (c) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender,

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and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws that the Borrower make any
deduction or withholding for taxes from amounts payable to such Person. If such
Person fails to deliver the above forms or other documentation, then the
Administrative Agent may withhold from any interest payment to such Person an
amount equivalent to the applicable withholding tax imposed by Sections 1441 and
1442 of the Code, without reduction. If any Governmental Authority asserts that
the Administrative Agent did not properly withhold any tax or other amount from
payments made in respect of such Person, such Person shall indemnify the
Administrative Agent therefor, including all penalties and interest, any taxes
imposed by any jurisdiction on the amounts payable to the Administrative Agent
under this Section, and costs and expenses (including Attorney Costs) of the
Administrative Agent. The obligation of the Lenders under this Section shall
survive the termination of the Aggregate Commitments, repayment of all
Obligations and the resignation or replacement of the Administrative Agent.

         10.16 REPLACEMENT OF LENDERS.

         (a) Under any circumstances set forth herein providing that the
Borrower shall have the right to replace a Lender as a party to this Agreement,
the Borrower may, upon notice to such Lender and the Administrative Agent
replace such Lender by causing such Lender to assign its Commitment (without
payment of any assignment fee) pursuant to SECTION 10.07(b) to one or more other
Lenders or Eligible Assignees procured by the Borrower; PROVIDED, HOWEVER, that
if the Borrower elects to exercise such right with respect to any Lender
pursuant to SECTION 3.06(b), it shall be obligated to replace all Lenders that
have made similar requests for similar relative amounts of compensation pursuant
to SECTION 3.01 or 3.04. The Borrower shall (x) pay in full all principal,
interest, fees and other amounts owing to such Lender through the date of
replacement (including any amounts payable pursuant to SECTION 3.05), (y)
provide appropriate assurances and indemnities (which may include letters of
credit) to the L/C Issuers and the Swing Line Lender as each may reasonably
require with respect to any continuing obligation to purchase participation
interests in any L/C Obligations or any Swing Line Loans then outstanding, and
(z) release such Lender from its obligations under the Loan Documents. Any
Lender being replaced shall execute and deliver an Assignment and Assumption
Agreement with respect to such Lender's Commitment and outstanding Credit
Extensions. The Administrative Agent shall distribute an amended SCHEDULE 2.01,
which shall be deemed incorporated into this Agreement, to reflect changes in
the identities of the Lenders and adjustments of their respective Commitments
and/or Pro Rata Shares resulting from any such replacement.

         (b) This section shall supersede any provision in SECTION 10.01 to the
contrary.

         10.17 GOVERNING LAW.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT,
EACH LENDER AND EACH LOAN PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
LAW.

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<PAGE>

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

         10.18 WAIVER OF RIGHT TO TRIAL BY JURY.

         EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         10.19 ENTIRE AGREEMENT.

         THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF OR THEREOF
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR OR CONTEMPORANEOUS WRITTEN
AGREEMENTS, OR SUBSEQUENT ORAL AGREEMENTS, OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

         10.20 UNRESTRICTED SUBSIDIARIES.

         (a) The Borrower may from time to time after the Effective Date
designate any Subsidiary which is not a Domestic Subsidiary as an Unrestricted
Subsidiary provided that (i)

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such designation shall be made in writing to the Administrative Agent, (ii) no
such designation may be made if, as a result thereof, there would exist a breach
of SECTION 7.07(C) or (D), (iii) no such designation may be made without the
consent of the Administrative Agent with respect to any Material Subsidiary,
(iv) no Subsidiary which holds any direct or indirect equity Investment in the
Borrower or any Restricted Subsidiary may be designated as an Unrestricted
Subsidiary, and (v) no Subsidiary which has been designated as a Restricted
Subsidiary pursuant to the following sentence or any successor thereto may be
designated as an Unrestricted Subsidiary without the consent of the
Administrative Agent. A Subsidiary designated as an Unrestricted Subsidiary may
be subsequently redesignated as a Restricted Subsidiary only upon written notice
to the Administrative Agent.

         (b) Notwithstanding any provision herein to the contrary, including any
requirement that relevant determinations be made in accordance with GAAP, all
financial calculations hereunder and financial statements delivered pursuant to
SECTION 6.01(a)(ii) and SECTION 6.01(b)(ii) (including all calculations relevant
to financial covenant compliance and Leverage Ratio levels) shall be made or
prepared, as applicable, excluding entirely the assets, liabilities, income,
loss, results of operations or other items of financial accounting of any
Unrestricted Subsidiary or the value of any Investment therein.






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</TEXT>
</DOCUMENT>
