ALBANY INTERNATIONAL CORP /DE/
CREDIT FACILITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(I)
<SEQUENCE>3
<FILENAME>e16640ex10_i.txt
<DESCRIPTION>CREDIT FACILITY AGREEMENT
<TEXT>

                                                                   EXHIBIT 10(i)

================================================================================

                                  $460,000,000

                  FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT

                                   dated as of

                                 January 8, 2004

                                      among

                           ALBANY INTERNATIONAL CORP.

                           The Borrowing Subsidiaries

                            The Lenders Party Hereto

                                       and

                              JPMORGAN CHASE BANK,

                             as Administrative Agent

                           J.P. MORGAN EUROPE LIMITED,
                                as London Agent

                                   ----------

                          J.P. MORGAN SECURITIES INC.,

                      as Lead Arranger and Sole Bookrunner

                               FLEET NATIONAL BANK
                                       and
                              ABN AMRO BANK, N.V.,
                            as Co-Syndication Agents

                     SUMITOMO MITSUI BANKING CORP., NEW YORK
                                       and
                              WACHOVIA BANK, N.A.,
                           as Co-Documentation Agents

================================================================================
                                                                 [CS&M 6701-352]


<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                                   Definitions

SECTION 1.01.  Defined Terms...................................................1
SECTION 1.02.  Classification of Loans and Borrowings.........................23
SECTION 1.03.  Terms Generally................................................23
SECTION 1.04.  Accounting Terms; GAAP.........................................23
SECTION 1.05.  Exchange Rates.................................................24
SECTION 1.06.  Redenomination of Certain Foreign Currencies...................24

                                   ARTICLE II

                                   The Credits

SECTION 2.01.  Commitments....................................................25
SECTION 2.02.  Loans and Borrowings...........................................27
SECTION 2.03.  Requests for Revolving Borrowings..............................28
SECTION 2.04.  Swingline Loans................................................29
SECTION 2.05.  Letters of Credit..............................................30
SECTION 2.06.  Funding of Borrowings..........................................34
SECTION 2.07.  Interest Elections.............................................35
SECTION 2.08.  Termination of Commitments; Reductions and Increases of
                        Commitments...........................................37
SECTION 2.09.  Repayment of Loans; Evidence of Debt...........................38
SECTION 2.10.  Prepayment of Loans............................................38
SECTION 2.11.  Fees ..........................................................40
SECTION 2.12.  Interest ......................................................42
SECTION 2.13.  Alternate Rate of Interest.....................................43
SECTION 2.14.  Increased Costs................................................44
SECTION 2.15.  Change in Legality.............................................45
SECTION 2.16.  Break Funding Payments.........................................46
SECTION 2.17.  Taxes .........................................................46
SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs.....48
SECTION 2.19.  Mitigation Obligations; Replacement of Lenders.................50
SECTION 2.20.  Borrowing Subsidiaries.........................................50

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.  Organization; Powers...........................................51
SECTION 3.02.  Authorization; Enforceability..................................51
SECTION 3.03.  Governmental Approvals; No Conflicts...........................51


<PAGE>

                                                                              ii

SECTION 3.04.  Financial Statements; No Material Adverse Change...............52
SECTION 3.05.  Properties; Liens..............................................52
SECTION 3.06.  Litigation and Environmental Matters...........................52
SECTION 3.07.  Compliance with Laws...........................................53
SECTION 3.08.  Investment and Holding Company Status..........................53
SECTION 3.09.  Taxes .........................................................53
SECTION 3.10.  ERISA .........................................................53
SECTION 3.11.  Disclosure.....................................................53
SECTION 3.12.  Subsidiaries...................................................54
SECTION 3.13.  Solvency ......................................................54
SECTION 3.14.  Federal Reserve Regulations....................................54

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.  Effective Date.................................................54
SECTION 4.02.  Conditions to All Extensions of Credit.........................55
SECTION 4.03.  Initial Credit Event for each Borrowing Subsidiary.............56

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.  Financial Statements and Other Information.....................57
SECTION 5.02.  Notices of Material Events.....................................58
SECTION 5.03.  Existence; Conduct of Business.................................59
SECTION 5.04.  Payment of Obligations.........................................59
SECTION 5.05.  Maintenance of Properties......................................59
SECTION 5.06.  Insurance......................................................59
SECTION 5.07.  Books and Records; Inspection Rights...........................59
SECTION 5.08.  Compliance with Laws...........................................60
SECTION 5.09.  Use of Proceeds and Letters of Credit..........................60
SECTION 5.10.  Further Assurances.............................................60

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.  Subsidiary Debt................................................60
SECTION 6.02.  Negative Pledge................................................61
SECTION 6.03.  Consolidations, Mergers and Sales of Assets....................62
SECTION 6.04.  Transactions with Affiliates...................................63
SECTION 6.05.  Restricted Payments............................................64
SECTION 6.06.  Limitations on Sale-Leasebacks.................................64
SECTION 6.07.  Investments, Loans, Advances, Guarantees and Acquisitions......64


<PAGE>

                                                                             iii

SECTION 6.08.  Leverage Ratio.................................................65
SECTION 6.09.  Interest Coverage Ratio........................................65
SECTION 6.10.  Lines of Business..............................................65

                                   ARTICLE VII

                                Events of Default.............................66

                                  ARTICLE VIII

                                The Agents....................................69

                                   ARTICLE IX

                                Guarantee.....................................71

                                    ARTICLE X

                                  Miscellaneous

SECTION 10.01. Notices 73
SECTION 10.02. Waivers; Amendments............................................74
SECTION 10.03. Expenses; Indemnity; Damage Waiver.............................75
SECTION 10.04. Successors and Assigns.........................................76
SECTION 10.05. Survival.......................................................79
SECTION 10.06. Counterparts; Integration; Effectiveness.......................79
SECTION 10.07. Severability...................................................80
SECTION 10.08. Right of Setoff................................................80
SECTION 10.09. Governing Law; Jurisdiction; Consent to
                    Service of Process........................................80
SECTION 10.10. WAIVER OF JURY TRIAL...........................................81
SECTION 10.11. Headings.......................................................81
SECTION 10.12. Confidentiality................................................81
SECTION 10.13. Conversion of Currencies.......................................82
SECTION 10.14. Interest Rate Limitation.......................................82

SCHEDULES:
----------

Schedule 1.01 - Indebtedness to be Refinanced
Schedule 2.01 - Commitments
Schedule 2.05 - Existing Letters of Credit
Schedule 3.06 - Disclosed Matters
Schedule 3.12 - Subsidiaries


<PAGE>

                                                                              iv

Schedule 6.01 - Existing Indebtedness
Schedule 6.01 - Existing Liens
Schedule 6.04 - Certain Transactions with Affiliates
Schedule 6.07 - Existing Investments

EXHIBITS:
---------

Exhibit A-1 - Form of Borrowing Subsidiary Agreement
Exhibit A-2 - Form of Borrowing Subsidiary Termination
Exhibit B -   Form of Alternate Currency Supplement
Exhibit C -   Form of Issuing Bank Agreement
Exhibit D -   Form of Subsidiary Guarantee Agreement
Exhibit E -   Form of Indemnity, Subrogation and Contribution Agreement
Exhibit F -   Form of Assignment and Assumption
Exhibit G-1 - Form of Opinion of Cleary, Gottlieb, Steen & Hamilton
Exhibit G-2 - Form of Opinion of Charles J. Silva Jr., General Counsel of Albany
              International Corp.


<PAGE>

                  FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT
                       dated as of January 8, 2004, among
                           ALBANY INTERNATIONAL CORP.,
                           the BORROWING SUBSIDIARIES
                                      from
                           time to time party hereto,
                            the LENDERS party hereto,
                              JPMORGAN CHASE BANK,
                          as Administrative Agent, and
                  J.P. MORGAN EUROPE LIMITED, as London Agent.

            The Company (such term and each other capitalized term used but not
otherwise defined herein having the meaning assigned to it in Article I) has
requested (a) the Lenders to extend credit in the form of Revolving Loans in an
aggregate principal amount at any time outstanding not in excess of $460,000,000
less the sum of the LC Exposure and the Swingline Exposure at such time, (b) the
Swingline Lender to extend credit in the form of Swingline Loans in an aggregate
principal amount at any time outstanding not in excess of $25,000,000 and (c)
the Issuing Banks to issue Letters of Credit in an aggregate face amount at any
time outstanding not in excess of $40,000,000. The proceeds of the Revolving
Loans will be used to refinance Indebtedness under the Company's Existing Credit
Agreement and for general corporate purposes. The Letters of Credit and the
proceeds of the Swingline Loans will be used for general corporate purposes.

            The Lenders are willing to extend such credit to the Borrowers on
the terms and subject to the conditions set forth herein. Accordingly, the
parties hereto agree as follows:

                                   ARTICLE I

                                   Definitions

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

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

            "Adjusted LIBO Rate" means, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

            "Administrative Agent" means JPMCB in its capacity as administrative
agent for the Lenders hereunder.

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

<PAGE>
                                                                               2


            "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified. The
status of any individual as an officer or director of any Person shall not, in
and of itself, be deemed to make such individual an Affiliate of such Person.

            "Agents" means, collectively, the Administrative Agent and the
London Agent.

            "Aggregate Revolving Credit Exposure" means the aggregate amount of
the Lenders' Revolving Credit Exposures.

            "Agreement" means this Five-Year Revolving Credit Facility
Agreement, as the same may hereafter be modified, supplemented or amended from
time to time.

            "Alternate Base Rate" means, for any day, a rate per annum equal to
the greatest of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

            "Alternate Currency" means, at any time, (a) euro, (b) Sterling and
(c) any other freely available currency (i) that is freely transferable and
freely convertible into US Dollars and in which dealings in deposits are carried
on in the London interbank market, (ii) that has been approved by the
Administrative Agent in a notice delivered to the Company and (iii) in respect
of which one or more Alternate Currency Supplements shall have been executed and
delivered by one or more Borrowers, one or more Fronting Lenders and the
Administrative Agent and shall be in effect.

            "Alternate Currency Commitment" means, with respect to each Fronting
Lender and Alternate Currency Supplement, the commitment of such Fronting Lender
to make Revolving Alternate Currency Loans under Section 2.01(b) and such
Alternate Currency Supplement, as such commitment may be (a) reduced from time
to time pursuant to Section 2.08 and (b) reduced or increased from time to time
pursuant to assignments by or to such Fronting Lender pursuant to Section 10.04.

            "Alternate Currency Exposure" means, with respect to any Revolving
Lender at any time, the sum at such time, without duplication, of (a) such
Revolving Lender's Applicable Percentage of the aggregate US Dollar Equivalents
of the principal amounts of the outstanding Revolving Alternate Currency Loans
(excluding any Revolving Alternate Currency Loans in respect of which such
Revolving Lender has made, or is required to have made, payments to the
applicable Fronting Lenders pursuant to Section 2.01(c)), and (b) the aggregate
principal amount at such time of the Revolving Alternate Currency Loans that
have been converted to US Dollar obligations and in respect of which such
Revolving Lender has made, or is required to have made, payments to the
applicable Fronting Lenders as provided in Section 2.01(c).

<PAGE>
                                                                               3


            "Alternate Currency Fronting Fee" shall have the meaning specified
in Section 2.11(b)(ii).

            "Alternate Currency Participation Fee" shall have the meaning
specified in Section 2.11(b)(i).

            "Alternate Currency Supplement" means an agreement in the form of
Exhibit B hereto executed and delivered by one or more Borrowers, one or more
Fronting Lenders and the Administrative Agent as provided in Section 2.01(d).

            "Applicable Agent" means (a) with respect to a Loan or Borrowing
denominated in US Dollars or a Letter of Credit, the Administrative Agent, and
(b) with respect to a Loan or Borrowing denominated in any Alternate Currency,
the London Agent.

            "Applicable Percentage" means, with respect to any Revolving Lender,
the percentage of the Total Revolving Commitment represented by such Lender's
Revolving Commitment. If the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, after giving effect to any assignments.

            "Applicable Rate" means, for any day, with respect to (a) any ABR
Loan or Eurocurrency Loan or (b) the Commitment Fees, as the case may be, the
applicable rate per annum set forth under the appropriate caption in the table
below, based upon the Leverage Ratio:

<TABLE>
<CAPTION>
===========================================================================================================
                                                      ABR         Eurocurrency         Commitment Fee
       Category             Leverage Ratio          Spread           Spread                 Rate
-----------------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>              <C>                   <C>
      Category 1                 <1.50              0.000%           0.750%                0.250%
-----------------------------------------------------------------------------------------------------------
      Category 2           > 1.50 and < 1.75        0.000%           0.875%                0.250%
                           -
-----------------------------------------------------------------------------------------------------------
      Category 3           > 1.75 and < 2.00        0.000%           1.000%                0.250%
                           -
-----------------------------------------------------------------------------------------------------------
      Category 4           > 2.00 and < 2.25        0.250%           1.250%                0.275%
                           -
-----------------------------------------------------------------------------------------------------------
      Category 5           > 2.25 and < 2.50        0.375%           1.375%                0.275%
                           -
-----------------------------------------------------------------------------------------------------------
      Category 6                > 2.50              0.500%           1.500%                0.300%
                                -
===========================================================================================================
</TABLE>

Except as set forth below, the Leverage Ratio used to determine the Applicable
Rate during the period from and including any Financial Statement Delivery Date
to but excluding the next Financial Statement Delivery Date shall be that in
effect at the date of the balance sheet required to be delivered by such first
Financial Statement Delivery Date under Section 5.01(a) or (b); provided that if
any Financial Statement Delivery Date shall have occurred and the financial
statements required to have been delivered under Section 5.01(a) or (b) by such
date have not been delivered, the Applicable Rate shall, until such financial
statements shall have been delivered, be determined by reference to Category 6.

            "Approved Fund" shall have the meaning specified in Section
10.04(b).

<PAGE>
                                                                               4


            "Arranger" means J.P. Morgan Securities Inc., in its capacity as
arranger of the revolving credit facility provided for herein.

            "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit F or such other form as shall be approved
by the Administrative Agent.

            "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Revolving Commitments.

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

            "Borrower" means the Company or any Borrowing Subsidiary.

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

            "Borrowing Minimum" means (a) in the case of a Borrowing denominated
in US Dollars, $5,000,000 and (b) in the case of a Borrowing denominated in any
Alternate Currency, the smallest amount of such Alternate Currency that (i) is
an integral multiple of 1,000,000 units (or in the case of Sterling, 500,000
units) of such Alternate Currency and (ii) has a US Dollar Equivalent in excess
of $5,000,000.

            "Borrowing Multiple" means (a) in the case of a Borrowing
denominated in US Dollars, $1,000,000 and (b) in the case of a Borrowing
denominated in any Alternate Currency, 1,000,000 units (or, in the case of
Sterling, 500,000 units) of such Alternate Currency.

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

            "Borrowing Subsidiary" means, at any time, each Subsidiary that has
been designated as a Borrowing Subsidiary by the Company pursuant to Section
2.20 and that has not ceased to be a Borrowing Subsidiary as provided in such
Section.

            "Borrowing Subsidiary Agreement" means a Borrowing Subsidiary
Agreement substantially in the form of Exhibit A-1.

            "Borrowing Subsidiary Termination" means a Borrowing Subsidiary
Termination substantially in the form of Exhibit A-2.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that (a) when used in connection with a Eurocurrency
Loan denominated in US Dollars, the term "Business Day" shall also exclude any
day on

<PAGE>
                                                                               5


which banks are not open for dealings in deposits in US Dollars in the London
interbank market, (b) when used in connection with a Loan denominated in any
Alternate Currency (other than euro), the term "Business Day" shall also exclude
any day on which banks are not open for dealings in deposits in the applicable
currency in the principal financial center of the country of such Alternate
Currency, and (c) when used in connection with a Loan denominated in euro, the
term "Business Day" shall also exclude any day on which the TARGET payment
system is not open for the settlement of payments in euro.

            "Calculation Date" means the last Business Day of each calendar
month.

            "Capital Expenditures" means, for any period, the additions to
property, plant and equipment and other capital expenditures of the Company and
its Consolidated Subsidiaries that are (or would be) set forth in a consolidated
statement of cash flows of the Company for such period prepared in accordance
with GAAP.

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

            "Change in Control" means (a) the ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof) other than Permitted
Shareholders, of shares representing 35% or more of the aggregate ordinary
voting power represented by the issued and outstanding capital stock of the
Company at a time when Permitted Shareholders together (i) do not have the
unrestricted power directly or indirectly to vote or direct the vote of shares
representing a percentage of such aggregate ordinary voting power that is
greater than the percentage so owned by any such Person or group or (ii) do not
Control the Company; (b) occupation of a majority of the seats (other than
vacant seats) on the board of directors of the Company by Persons who were
neither (i) nominated by the board of directors of the Company nor (ii)
appointed by directors so nominated; or (c) the occurrence of any "change in
control" or similar event, however denominated, resulting in an obligation on
the part of the Company or any Subsidiary to repay, redeem or repurchase, or to
offer to repay, redeem or repurchase, Material Indebtedness.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
any Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of
such Lender or by such Lender's or such Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority if such request, guideline or directive is
made or issued after the date of this Agreement and reflects a change after the

<PAGE>
                                                                               6


date of this Agreement in the policies or practices to which such request,
guideline or directive relates.

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

            "Closing Date" means the date of the initial Credit Event hereunder.

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

            "Commitment" means a Revolving Commitment or an Alternate Currency
Commitment.

            "Commitment Fees" shall have the meaning specified in Section
2.11(a).

            "Company" means Albany International Corp., a Delaware corporation.

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period, plus, without duplication and to the extent deducted from
revenues in determining Consolidated Net Income, the sum of (a) Consolidated
Interest Expense for such period, (b) income tax expense for such period, (c)
depreciation and amortization for such period and (d) all non-cash charges
(including any non-cash expenses relating to stock option exercises) during such
period (provided that any cash payment made with respect to any such non-cash
charge shall be subtracted in computing Consolidated EBITDA for the period in
which such cash payment is made), and minus, without duplication, all non-cash
gains and income for such period, all determined on a consolidated basis for the
Company and its Subsidiaries in accordance with GAAP; provided that charges in
connection with cost-cutting measures, which charges are (x) certified to the
Administrative Agent by a Financial Officer of the Company and (y) approved by
the Board of Directors of the Company, to the extent such charges would
otherwise be deducted in determining Consolidated EBITDA under this definition,
shall not reduce Consolidated EBITDA.

            "Consolidated Interest Expense" means, for any period, the gross
interest expense, whether expensed or capitalized (including the interest
component in respect of Capital Lease Obligations), accrued or paid by the
Company and its Subsidiaries during such period, determined on a consolidated
basis in accordance with GAAP. For purposes of the foregoing, gross interest
expense shall be determined after giving effect to any net payments received by
the Company or its Subsidiaries under interest rate protection agreements, the
effect of which is required to be reflected in the Company's income statement
under "Interest Expense".

            "Consolidated Net Income" means, for any period, net income or loss
of the Company and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

<PAGE>
                                                                               7


            "Consolidated Subsidiary" means at any date any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements if such financial statements were prepared
on such date.

            "Consolidated Tangible Net Worth" means at any date the consolidated
common shareholders' equity of the Company and its Consolidated Subsidiaries
less their consolidated Intangible Assets, all determined as of such date. For
purposes of this definition, "Intangible Assets" means the amount (to the extent
reflected in determining such consolidated common shareholders' equity) of (i)
all write-ups (other than write-ups resulting from foreign currency transactions
and write-ups of assets of a going concern business made within twelve months
after the acquisition of such business) subsequent to September 30, 2003 in the
book value of any asset owned by the Company or a Consolidated Subsidiary, (ii)
all investments in unconsolidated Subsidiaries and all equity investments in
Persons which are not Subsidiaries, in each case to the extent that the carrying
value of such investment on any Company's books exceeds its historical cost and
(iii) all unamortized debt discount and expense, unamortized deferred charges
(but only to the extent that the aggregate amount thereof exceeds $15,000,000),
goodwill, patents, trademarks, service marks, trade names, copyrights,
organization or developmental expenses and other intangible assets.

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

            "Credit Event" means any borrowing or the issuance of any Letter of
Credit.

            "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

            "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

            "Domestic Subsidiary" means a Subsidiary that is incorporated or
organized in the United States of America or any state or other political
subdivision, territory or possession thereof.

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

            "EMU Legislation" means the legislative measures of the European
Union for the introduction of, changeover to or operation of the euro in one or
more member states.

            "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, permits, licenses, orders, decrees, judgments, injunctions, notices
or binding

<PAGE>
                                                                               8


agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the presence, management, release or threatened release of any
Hazardous Material or to health and safety matters.

            "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the presence, release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

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

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

            "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Company or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Company or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Company or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

<PAGE>
                                                                               9


            "euro" or "(euro)" means the single currency of the European Union
as constituted by the Treaty on European Union and as referred to in the EMU
Legislation.

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

            "Event of Default" shall have the meaning specified in Article VII.

            "Exchange Rate" means, on any day, with respect to any Alternate
Currency, the rate at which such Alternate Currency may be exchanged into US
Dollars (or, for purposes of Section 2.01(c) or any other provision of this
Agreement requiring or permitting the conversion of Revolving Alternate Currency
Loans to Revolving Dollar Loans, the rate at which US Dollars may be exchanged
into such Alternate Currency), as set forth at approximately 11:00 a.m., London
time, on such day on the Reuters World Currency Page for such Alternate
Currency. In the event that such rate does not appear on any Reuters World
Currency Page, the Exchange Rate shall be determined by reference to such other
publicly available service for displaying exchange rates as may be agreed upon
by the Administrative Agent and the Company, or, in the absence of such
agreement, such Exchange Rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the market where its
foreign currency exchange operations in respect of such Foreign Currency are
then being conducted, at or about 10:00 a.m., local time, on such date for the
purchase of US Dollars (or such Alternate Currency, as the case may be) for
delivery two Business Days later; provided that if at the time of any such
determination, for any reason, no such spot rate is being quoted, the
Administrative Agent, after consultation with the Company, may use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be presumed correct absent manifest error.

            "Excluded Divestiture" means any sale of assets (including Equity
Interests in any Subsidiary) for cash by the Company or any Subsidiary at a time
when the Leverage Ratio, giving pro forma effect to such sale (but not to any
related repayment of Indebtedness of the Company or any Subsidiary, other than
any prepayment of Indebtedness related to the assets sold that is required under
the terms of an agreement existing prior to, and not entered into in
contemplation of, such sale) as if it had occurred at the beginning of the
period of four consecutive fiscal quarters ended on or most recently prior to
such time, shall be less than 2.50 to 1.00.

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender, any Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of a Borrower hereunder, (a) doing business,
income or franchise taxes imposed on (or measured by) such recipient's net
income, capital or any similar alternate basis by the United States of America
(or any state or municipality thereof), or by any Governmental Authority as a
result of a present or former connection between the recipient and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the recipient having executed, delivered or
performed its

<PAGE>
                                                                              10


obligations or received a payment under, or enforced, this Agreement or any
other Loan Document), and (b) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Company under Section 2.19(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender (i) to
the extent such tax is in effect and would apply as of the date such Foreign
Lender becomes a party to this Agreement or relates to payments received by a
new lending office designated by such Foreign Lender and is in effect and would
apply at the time such lending office is designated (other than (A) any
withholding tax imposed on a payment from a Payment Location outside the United
States or the United Kingdom, and (B) any withholding tax imposed on any payment
by a Borrower to the extent that such Foreign Lender (or its assignor, if any)
was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from such Borrower with respect to
any withholding tax pursuant to Section 2.17(a)), or (ii) that is attributable
to such Foreign Lender's failure to comply with Section 2.17(e).

            "Existing Credit Agreement" means the Credit Agreement dated as of
August 11, 1999, as amended, among the Company, certain banks and The Chase
Manhattan Bank (now JPMorgan Chase Bank), as administrative agent.

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

            "Financial Officer" means, as to any Person, the chief financial
officer, principal accounting officer, treasurer or controller of such Person.

            "Financial Statement Delivery Date" means each date by which the
Company is required to deliver financial statements under Section 5.01(a) or
(b).

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

            "Foreign Subsidiary" means any Subsidiary other than a Domestic
Subsidiary.

            "Fronting Lender" means, as to any Alternate Currency Supplement,
each Revolving Lender that has executed and delivered such Alternate Currency
Supplement as a Fronting Lender. Any Fronting Lender may, in its discretion,
arrange for one or more Revolving Alternate Currency Loans to be made by
Affiliates of such Fronting

<PAGE>
                                                                              11


Lender, in which case the term "Fronting Lender" shall include any such
Affiliate with respect to Revolving Alternate Currency Loans made by it.

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

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

            "Guarantee" of or by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation or to purchase (or to advance or supply funds for the purchase
of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, or (c) 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; provided, that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of
business.

            "Guarantee Beneficiaries" has the meaning specified in Article IX.

            "Guarantee Requirement" means, at any time, that (a) the Subsidiary
Guarantee Agreement (or a supplement thereto) shall have been executed by (i)
each Domestic Subsidiary (other than (A) any Domestic Subsidiary that is a
subsidiary of a Foreign Subsidiary and (B) any Domestic Subsidiary that (x) does
not conduct any business operations, (y) has assets with a total book value not
in excess of $1,000 and (z) does not have any Indebtedness outstanding) existing
at such time and (ii) each Foreign Subsidiary that is a direct or indirect
parent corporation of a Borrower (it being understood that each such Foreign
Subsidiary will guarantee only the Obligations of such Borrower), shall have
been delivered to the Administrative Agent and shall be in full force and effect
and (b) the Indemnity, Subrogation and Contribution Agreement (or a supplement
thereto) shall have been executed by the Company and each Domestic Subsidiary
party to the Subsidiary Guarantee Agreement, shall have been delivered to the
Administrative Agent and shall be in full force and effect.

            "Guarantor" means the Company or any Subsidiary Guarantor.

            "Hazardous Materials" means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials,

<PAGE>
                                                                              12


polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances, materials or wastes of any nature regulated pursuant to any
Environmental Law.

            "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

            "Immaterial Subsidiary" means any Subsidiary (other than any
Borrower, any Guarantor or any Subsidiary that directly or indirectly owns
capital stock of any Borrower or Guarantor) with respect to which both

            (a) the sum of (i) the consolidated book value of the assets of such
      Subsidiary and (ii) the aggregate consolidated book value of the assets of
      each other Subsidiary that has a lower consolidated book value than the
      assets of the Subsidiary specified in clause (i) is less than 3% of the
      aggregate consolidated book value of the total assets of the Company and
      all the Subsidiaries, in each case determined as of the last day of the
      most recently ended fiscal year for which financial statements are
      available, and

            (b) the sum of (i) such Subsidiary's consolidated net income and
      (ii) the aggregate consolidated net income of each other Subsidiary that
      has a lower consolidated net income than that of the Subsidiary specified
      in clause (i) is less than 3% of Consolidated Net Income, in each case for
      the most recently ended fiscal year for which financial statements are
      available.

            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding current accounts
payable and obligations under Hedging Agreements, in each case incurred in the
ordinary course of business), (e) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (f)
all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease
Obligations of such Person, (h) all obligations of such Person as an account
party in respect of letters of credit and letters of guaranty and (i) all
obligations of such Person in respect of bankers' acceptances. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

<PAGE>
                                                                              13


            "Indemnified Taxes" means Taxes other than Excluded Taxes and Other
Taxes.

            "Indemnitee" shall have the meaning specified in Section 10.03(b).

            "Indemnity, Subrogation and Contribution Agreement" means an
Indemnity, Subrogation and Contribution Agreement substantially in the form of
Exhibit E hereto.

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

            "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurocurrency Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurocurrency Borrowing with an Interest Period of more than three
months' duration, each day prior to the last day of such Interest Period that
occurs at intervals of three months' duration after the first day of such
Interest Period, and (c) with respect to any Swingline Loan, the day that such
Loan is required to be repaid.

            "Interest Period" means, with respect to any Eurocurrency Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the applicable Borrower may elect; provided that (i)
if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

            "Issuing Bank" means JPMCB and up to four other Revolving Lenders
that may become Issuing Banks hereunder from time to time by entering into
Issuing Bank Agreements with the Company, each in its capacity as an issuer of
Letters of Credit hereunder, and the successors of any such person in such
capacity as provided in Section 2.05(i). Any Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of such Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by it.

            "Issuing Bank Agreement" means an Issuing Bank Agreement between an
Issuing Bank and the Company substantially in the form of Exhibit C.

            "Issuing Bank Fee" shall have the meaning specified in Section
2.11(c)(ii).

<PAGE>
                                                                              14


            "JPMCB" means JPMorgan Chase Bank and its successors.

            "JPMEL" means J.P. Morgan Europe Limited and its successors.

            "LC Disbursement" means a payment made by an Issuing Bank pursuant
to a Letter of Credit.

            "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Company at such time. The LC Exposure of any Revolving Lender
at any time shall be such Lender's Applicable Percentage of the aggregate LC
Exposure at such time.

            "LC Participation Fee" shall have the meaning specified in Section
2.11(c)(i).

            "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender and each Fronting Lender.

            "Letter of Credit" means any letter of credit issued under Section
2.05 (or deemed to have been so issued under Section 2.05(k)).

            "Leverage Ratio" means, on any date, the ratio of (i) Total Debt at
such date to (ii) Consolidated EBITDA for the period of four consecutive fiscal
quarters of the Company ended on or most recently prior to such date (and solely
for purposes of this definition, if any Person shall have been acquired or
divested by the Company or its Consolidated Subsidiaries or if the Company shall
have merged with any Person during such period, Consolidated EBITDA shall be
determined on a pro forma basis as if such acquisition, divestiture or merger
had occurred at the beginning of such period).

            "LIBO Rate" means, with respect to any Eurocurrency Borrowing for
any Interest Period, the rate per annum determined by the Applicable Agent at
approximately 11:00 a.m., London time, on the Quotation Day for such Interest
Period by reference to the British Bankers' Association Interest Settlement
Rates for deposits in the currency of such Borrowing (as reflected on the
applicable Dow Jones Market screen), for a period equal to such Interest Period;
provided that, to the extent that an interest rate is not ascertainable pursuant
to the foregoing provisions of this definition, "LIBO Rate" shall be the
interest rate per annum determined by the Applicable Agent to be the average of
the rates per annum at which deposits in the currency of such Borrowing are
offered for such Interest Period to major banks in the London interbank market
by JPMCB at approximately 11:00 a.m., London time, on the date two Business Days
prior to the beginning of such Interest Period.

            "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such

<PAGE>
                                                                              15


asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.

            "Loan Documents" means this Agreement, each Borrowing Subsidiary
Agreement, each Borrowing Subsidiary Termination, each Alternate Currency
Supplement, the promissory notes, if any, executed and delivered pursuant to
Section 2.09(e), the Subsidiary Guarantee Agreement, the Indemnity, Subrogation
and Contribution Agreement and the Letters of Credit.

            "Loan Parties" means the Borrowers and the Guarantors; provided
that, solely for purposes of Section 6.07, the Loan Parties shall not include
any Subsidiary that is excluded from the definition of "Subsidiary Guarantor"
pursuant to the proviso contained in such definition.

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

            "Local Rate" when used in reference to any Revolving Alternate
Currency Loan or Revolving Alternate Currency Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a local
base rate set forth in the Alternate Currency Supplement applicable thereto.

            "Local Time" means (a) with respect to any Loan or Borrowing
denominated in US Dollars or any Letter of Credit, New York City time, and (b)
with respect to any Loan or Borrowing denominated in any Alternate Currency,
London time or, in the case of a Loan or Borrowing denominated in any particular
Alternate Currency, such other time as may be specified in the applicable
Alternate Currency Supplement.

            "London Agent" means J.P. Morgan Europe Limited.

            "Material Adverse Change" means any event, development or
circumstance that has had or could reasonably be expected to have a Material
Adverse Effect.

            "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, property, condition, financial or otherwise, or prospects
of the Company and the Subsidiaries taken as a whole, or (b) the validity or
enforceability of any of the Loan Documents or the rights and remedies of the
Administrative Agent and the Lenders thereunder.

            "Material Indebtedness" means Indebtedness (other than the
Obligations under this Agreement or under any other Loan Document), or
obligations in respect of one or more Hedging Agreements, of any one or more of
the Company and the Subsidiaries in an aggregate principal amount exceeding
$10,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of the Company or any Subsidiary in respect of any
Hedging Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements provided for in such

<PAGE>
                                                                              16


Hedging Agreement) that the Company or such Subsidiary would be required to pay
if such Hedging Agreement were terminated at such time.

            "Material Subsidiary" means each Subsidiary that is not an
Immaterial Subsidiary.

            "Maturity Date" means January 8, 2009.

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

            "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "Net Proceeds" means, with respect to any event, (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received, (ii) in the
case of a casualty, insurance proceeds, and (iii) in the case of a condemnation
or similar event, condemnation awards and similar payments, net of (b) the sum
of (i) all reasonable fees and out-of-pocket expenses paid by the Company and
the Subsidiaries to third parties (other than Affiliates) in connection with
such event, (ii) in the case of a sale or other disposition of an asset
(including pursuant to a casualty or condemnation), the amount of all payments
required to be made by the Company and the Subsidiaries as a result of such
event to repay Indebtedness (other than Loans) secured by such asset or
otherwise subject to mandatory prepayment as a result of such event, and (iii)
the amount of all taxes paid (or reasonably estimated to be payable) by the
Company and the Subsidiaries, and the amount of any reserves established by the
Company and the Subsidiaries to fund contingent liabilities reasonably estimated
to be payable, that are directly attributable to such event (as determined
reasonably and in good faith by the chief financial officer of the Company).

            "Obligations" means (a) the due and punctual payment of (i) the
principal of and interest (including interest accruing during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding) on the Loans, when and as
due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made under this
Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of LC Disbursements, interest thereon and
obligations to provide cash collateral, and (iii) all other monetary obligations
of the Company or any Subsidiary under this Agreement and each other Loan
Document, including obligations to pay fees, expense reimbursement obligations
and indemnification obligations, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), (b) the due and
punctual payment of all obligations of the Company under each Hedging Agreement
that (i) is in effect on the Effective Date with a counterparty that is a Lender
(or an Affiliate thereof) as of the Effective Date or (ii) is entered into after
the Effective Date with any counterparty that is a Lender (or an Affiliate
thereof) at the time such Hedging Agreement is entered into, (c) the due and

<PAGE>
                                                                              17


punctual performance of all other obligations of each Borrower under or pursuant
to this Agreement and each of the other Loan Documents, and (d) the due and
punctual payment and performance of all the obligations of each other Loan Party
under or pursuant to this Agreement and each of the other Loan Documents.

            "Other Taxes" means any and all present or future stamp, recording,
transfer, sales, documentary, excise, property or similar taxes, charges or
levies (and any interest, penalties or additions relating thereto) arising from
any payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.

            "Participant" shall have the meaning specified in Section 10.04(c).

            "Payment Location" means an office, branch or other place of
business of a Borrower from which any payment due hereunder shall be made.

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

            "Permitted Investments" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing within one year from the date of acquisition thereof;

            (b) investments in commercial paper maturing within 270 days from
      the date of acquisition thereof and having, at such date of acquisition,
      the highest credit rating obtainable from S&P or from Moody's;

            (c) investments in certificates of deposit, banker's acceptances and
      time deposits maturing within 180 days from the date of acquisition
      thereof issued or guaranteed by or placed with, and money market deposit
      accounts issued or offered by, any domestic office of any commercial bank
      organized under the laws of the United States of America or any State
      thereof which has a combined capital and surplus and undivided profits of
      not less than $500,000,000;

            (d) fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (a) above and entered
      into with a financial institution satisfying the criteria described in
      clause (c) above; and

            (e) shares of money market mutual or similar funds that invest
      exclusively in assets satisfying the requirements of clauses (a) through
      (d) above;

provided that, in the case of any investment by a Foreign Subsidiary, "Permitted
Investments" shall also include: (i) direct obligations of the sovereign nation
(or any agency thereof) in which such Foreign Subsidiary is organized and is
conducting business

<PAGE>
                                                                              18


or obligations fully and unconditionally guaranteed by such sovereign nation (or
any agency thereof), (ii) investments of the type and maturity described in
clauses (a) through (d) above of foreign obligors, which investments or obligors
(or the parents of such obligors) have ratings described in such clauses or
equivalent ratings from comparable foreign rating agencies and (iii) shares of
money market mutual or similar funds which invest exclusively in assets
otherwise satisfying the requirements of this definition (including this
proviso).

            "Permitted Shareholders" means (a) J. Spencer Standish, (b) any of
J. Spencer Standish's descendants or legatees, (c) any executor, personal
representative or spouse of J. Spencer Standish or any of his descendants, (d)
any corporation, trust or other entity holding voting stock of the Company as to
which one or more of the Persons identified in the foregoing clauses (a) through
(c) have Control, (e) any trust as to which Persons so identified in clauses (a)
through (c) above hold at least 85% of the beneficial interest in the income and
principal of the trust disregarding the interests of the contingent remaindermen
and (f) any Employee Stock Ownership Plan for the benefit of employees of the
Company.

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

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Company or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Prepayment Event" means:

            (a) any sale, transfer or other disposition of any property or asset
      of the Company or any Subsidiary, other than (i) Excluded Divestitures,
      (ii) sale and leaseback transactions permitted by clauses (a) or (c) of
      Section 6.06 and (iii) dispositions permitted by clauses (c), (d) or (e)
      of Section 6.03; or

            (b) any casualty or other insured damage to, or any taking under
      power of eminent domain or by condemnation or similar proceeding of, any
      property or asset of the Company or any Subsidiary, but only to the extent
      that the Net Proceeds therefrom have not been applied to repair, restore
      or replace such property or asset (and are not required to be paid under
      one or more contracts for such repair, restoration or replacement that
      have been entered into) within 180 days after such event; provided, that
      the Company or any Subsidiary may exclude from the operation of this
      clause (b) any damage to or taking of property or assets the sale of which
      at the time of such damage or taking would have constituted an Excluded
      Divestiture; or

<PAGE>
                                                                              19


            (c) the incurrence by the Company or any Guarantor of any
      Indebtedness for borrowed money other than (i) the Obligations, (ii)
      purchase money Indebtedness (including Capital Lease Obligations), (iii)
      Indebtedness owed to the Company or any Subsidiary, (iv) Indebtedness
      (including Capital Lease Obligations) incurred to finance Capital
      Expenditures, and (v) any other Indebtedness if, immediately after the
      incurrence thereof, the Leverage Ratio shall be less than 2.50 to 1.00.

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

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

            "Receivables" means all accounts, contract rights, chattel paper,
instruments, general intangibles and other assets arising out of or in
connection with the sale or lease of goods or the rendering of services.

            "Refinancings" means the repayment with proceeds of Loans made
hereunder of the Indebtedness listed on Schedule 1.01.

            "Register" has the meaning set forth in Section 10.04.

            "Regulation D" means Regulation D of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

            "Regulation T" means Regulation T of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

            "Regulation U" means Regulation U of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

            "Regulation X" means Regulation X of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

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

            "Required Lenders" means, at any time, Lenders having Revolving
Credit Exposures and unused Revolving Commitments representing more than 50% of
the sum

<PAGE>
                                                                              20


of the Aggregate Revolving Credit Exposure and unused Total Revolving Commitment
at such time.

            "Reset Date" shall have the meaning specified in Section 1.05.

            "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests of the Company, 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, cancelation or termination of any
such Equity Interests or any option, warrant or other right to acquire any such
Equity Interests; provided that none of (a) any dividend or distribution
consisting solely of common stock of the Company, (b) the payment of cash in
lieu of fractional shares in connection with any such common stock dividend or
distribution or (c) the acceptance of shares of common stock of the Company in
payment of the exercise price of any option to acquire any such shares of common
stock of the Company shall constitute a Restricted Payment.

            "Revolving Alternate Currency Borrowing" means a Borrowing comprised
of Revolving Alternate Currency Loans.

            "Revolving Alternate Currency Loan" means a Loan made pursuant to
Section 2.01(b) that is denominated in an Alternate Currency.

            "Revolving Borrowing" means a Borrowing comprised of Revolving
Loans.

            "Revolving Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Dollar Loans pursuant hereto and to
acquire participations in Revolving Alternate Currency Loans, Letters of Credit
and Swingline Loans hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.04. The initial amount of each Lender's Revolving
Commitment is set forth in Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable.

            "Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum at such time, without duplication, of (a) the aggregate principal
amount of all outstanding Revolving Dollar Loans of such Lender, (b) such
Lender's Alternate Currency Exposure, (c) such Lender's LC Exposure and (d) such
Lender's Swingline Exposure.

            "Revolving Dollar Borrowing" mean a Borrowing comprised of Revolving
Dollar Loans.

            "Revolving Dollar Loan" means a Loan made pursuant to Section
2.01(a) that is denominated in US Dollars.

<PAGE>
                                                                              21


            "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Credit Exposure.

            "Revolving Loans" means Revolving Dollar Loans and Revolving
Alternate Currency Loans.

            "S&P" means Standard & Poor's.

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

            "Sterling" or "(pound)" means the lawful money of the United
Kingdom.

            "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent. For purposes of
Section 4.02(a), references to "subsidiaries" herein shall be deemed, on the
date of any subsequent borrowing to finance the acquisition of any Person, to
include any Person to be acquired on such date.

            "Subsidiary" means any subsidiary of the Company.

            "Subsidiary Guarantee Agreement" means a Guarantee Agreement
substantially in the form of Exhibit D hereto.

<PAGE>
                                                                              22


            "Subsidiary Guarantor" means each Subsidiary that is or is required
to be a party to the Subsidiary Guarantee Agreement, and the permitted
successors and assigns of each such Person; provided that, solely for purposes
of Sections 6.01, 6.03 and 6.07, any Subsidiary that has not guaranteed the
Obligations of the Company hereunder will not be deemed to be a Subsidiary
Guarantor.

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

            "Swingline Lender" means JPMCB, in its capacity as lender of
Swingline Loans hereunder.

            "Swingline Loan" means a Loan made pursuant to Section 2.04.

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

            "Total Debt" means, at any time, the sum of (a) all Indebtedness
that is or should be reflected as a liability on a consolidated balance sheet of
the Company and the Subsidiaries in accordance with GAAP and (b) the
consideration (other than any note of a Subsidiary that serves as a conduit in a
sale or financing transaction with respect to Receivables) received by the
Company or any Consolidated Subsidiary from any Person (other than the Company
or a Consolidated Subsidiary) for Receivables sold, which Receivables remain
uncollected at such time; less (x) the sum of all cash and cash equivalents (as
determined in accordance with GAAP), (y) the cash surrender value of life
insurance policies naming the Company as beneficiary (as determined in
accordance with GAAP) and (z) the fair market value of any Marketable Securities
held by the Company and the Consolidated Subsidiaries. For the purposes of this
definition, "Marketable Securities" means any debt or equity securities for
which an active trading market exists and price quotations are available.

            "Total Revolving Commitment" means, at any time, the aggregate
amount of the Revolving Commitments in effect at such time. The initial amount
of the Total Revolving Commitment is $460,000,000.

            "Transactions" means the execution, delivery and performance by each
Loan Party of each Loan Document to which it is to be a party, the borrowing of
the Loans, the use of the proceeds thereof, the issuance and use of Letters of
Credit and the Refinancings.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

            "US Dollars" or "$" means the lawful currency of the United States
of America.

<PAGE>
                                                                              23


            "US Dollar Equivalent" means (a) as to any amount denominated in US
Dollars, the principal amount thereof, and (b) as to any amount denominated in
an Alternate Currency, the US Dollar equivalent of such amount, determined by
the Administrative Agent pursuant to Section 1.05 using the Exchange Rate with
respect to such Alternate Currency at the time in effect.

            "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

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

            SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights. Unless otherwise
indicated, any reference to a US Dollar amount in Article VI or VII of this
Agreement (or in any definition of a term used in either such Article) shall be
deemed to be a reference to that US Dollar amount or the equivalent thereof in
one or more other currencies.

            SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an

<PAGE>
                                                                              24


amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.

            SECTION 1.05. Exchange Rates. (a) Not later than 1:00 p.m., London
time, on each Calculation Date, the Administrative Agent shall (i) determine the
Exchange Rate as of such Calculation Date with respect to each Alternate
Currency in which any Loan or Loans shall be outstanding or which shall be
available under any Alternate Currency Supplement and (ii) give notice thereof
to the Revolving Lenders and the Company. The Exchange Rates so determined shall
become effective on the first Business Day immediately following the relevant
Calculation Date (a "Reset Date"), shall remain effective until the next
succeeding Reset Date, and shall for all purposes of this Agreement (other than
Section 2.01(c), 10.13 or any other provision expressly requiring the use of a
current Exchange Rate) be the Exchange Rates employed in converting any amounts
between US Dollars and Alternate Currencies.

            (b) Not later than 5:00 p.m., London time, on each Reset Date and
each date on which a Credit Event shall occur, the Administrative Agent shall
(i) determine the aggregate US Dollar Equivalent of the principal amounts of the
Loans then outstanding that are denominated in Alternate Currencies (after
giving effect to any Loans made or repaid on such date) and (ii) notify the
Company of the Aggregate Revolving Credit Exposure of the Lenders.

            SECTION 1.06. Redenomination of Certain Foreign Currencies. (a) Each
obligation of any party to this Agreement to make a payment denominated in the
national currency unit of any member state of the European Union that adopts the
euro as its lawful currency after the date hereof shall be redenominated into
euro at the time of such adoption (in accordance with the EMU Legislation). If,
in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London Interbank Market for
the basis of accrual of interest in respect of the euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the euro as its lawful currency; provided that if
any Borrowing in the currency of such member state is outstanding immediately
prior to such date, such replacement shall take effect, with respect to such
Borrowing, at the end of the then current Interest Period.

            (b) Without prejudice and in addition to any method of conversion or
rounding prescribed by any EMU Legislation and (i) without limiting the
liability of any Company for any amount due under this Agreement and (ii)
without increasing any Revolving Commitment of any Revolving Lender, all
references in this Agreement to minimum amounts (or integral multiples thereof)
denominated in the national currency unit of any member state of the European
Union that adopts the euro as its lawful currency after the date hereof shall,
immediately upon such adoption, be replaced by

<PAGE>
                                                                              25


references to such reasonably comparable and convenient amounts (or integral
multiples thereof) in the euro as the Administrative Agent may specify.

            (c) Each provision of this Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify in one or more written notices delivered to the Company to be
appropriate to reflect the adoption of the euro by any member state of the
European Union and any relevant market conventions or practices relating to the
euro.

                                   ARTICLE II

                                   The Credits

            SECTION 2.01. Commitments. (a) Subject to the terms and conditions
and relying upon the representations and warranties set forth herein, each
Revolving Lender agrees, severally and not jointly, to make Revolving Dollar
Loans to any Borrower at any time and from time to time during the Availability
Period in an aggregate principal amount at any time outstanding that will not
result in (i) such Lender's Revolving Credit Exposure exceeding its Revolving
Commitment or (ii) the Aggregate Revolving Credit Exposure exceeding the Total
Revolving Commitment. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Dollar Loans.

            (b) Subject to the terms and conditions and relying upon the
representations and warranties set forth herein, each Fronting Lender that is
party to any Alternate Currency Supplement agrees, severally and not jointly, to
make Revolving Alternate Currency Loans to any Borrower that is a designated
Borrower under such Alternate Currency Supplement in any Alternate Currency
available under such Alternate Currency Supplement at any time and from time to
time during the Availability Period in an aggregate principal amount that will
not result in (i) any Lender's Revolving Credit Exposure exceeding its Revolving
Commitment, (ii) the Aggregate Revolving Credit Exposure exceeding the Total
Revolving Commitment or (iii) the aggregate principal amount of the Revolving
Alternate Currency Loans made by such Fronting Lender pursuant to such Alternate
Currency Supplement exceeding such Fronting Lender's Alternate Currency
Commitment (or any subcommitment of such Lender applicable to such Alternate
Currency) under such Alternate Currency Supplement; provided that a Fronting
Lender shall not be required to, and shall not, make any Revolving Alternate
Currency Loan if the Required Lenders shall have delivered to such Fronting
Lender, not later than two Business Days prior to the date on which such
Revolving Alternate Currency Loan is scheduled to be made, a notice stating that
a Default has occurred and is continuing and directing such Fronting Lender not
to make Revolving Alternate Currency Loans.

            (c) In the event that any Revolving Alternate Currency Borrowing
shall be outstanding and (i) the principal of or interest on such Borrowing
shall not be paid within three Business Days after the date on which it is due
and one or more Fronting

<PAGE>
                                                                              26


Lenders holding a majority in interest of the outstanding Revolving Alternate
Currency Loans included in such Revolving Alternate Currency Borrowing shall
deliver to the Administrative Agent and the Company a request that the
provisions of this paragraph take effect with respect to such Borrowing or (ii)
the Commitments shall be terminated or the Loans accelerated pursuant to Article
VII, then (A) the Loans included in such Revolving Alternate Currency Borrowing
and the interest accrued thereon shall without further action be converted into
obligations denominated in US Dollars at the applicable Exchange Rate on the
date of such conversion, as determined by the Administrative Agent and set forth
in a notice delivered to the Company and each Revolving Lender, (B) each
Revolving Lender shall acquire at face value a participation in the Loans
included in such Revolving Alternate Currency Borrowing and the interest accrued
thereon equal to its Applicable Percentage of such obligations, and shall pay
the purchase price for such participation by wire transfer of immediately
available funds in US Dollars to the Administrative Agent in the manner provided
in Section 2.06 (and the Administrative Agent shall promptly wire the amounts so
received to the applicable Fronting Lenders ratably in accordance with their
respective Revolving Alternate Currency Loans included in such Revolving
Alternate Currency Borrowing) and (C) such Loans converted in accordance with
clause (A) above shall at all times thereafter, until repaid in accordance with
the terms hereof, bear interest at the rate applicable to overdue ABR Borrowings
under Section 2.12(c), and the principal of and interest on such converted Loans
will be payable at the applicable times and places for overdue ABR Borrowings.
Each Revolving Lender acknowledges and agrees that its obligation to acquire and
pay for participations in Revolving Alternate Currency Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction of the Revolving Commitments, and that each payment shall be made
without any offset, abatement, withholding or reduction whatsoever. The purchase
of participations in any Loan included in any Revolving Alternate Currency
Borrowing pursuant to this paragraph shall not relieve any Borrower of any
default in the payment thereof.

            (d) One or more Borrowers, the Administrative Agent and one or more
Revolving Lenders may from time to time enter into one or more Alternate
Currency Supplements pursuant to which such Revolving Lenders may agree to serve
as Fronting Lenders in respect of one or more Alternate Currencies. Any such
Alternate Currency Supplement shall set forth the Alternate Currency or
Currencies in which Revolving Borrowings may be made under such Supplement, the
Alternate Currency Commitment of each Fronting Lender party thereto (and, if
such Alternate Currency Supplement provides for Borrowings in more than one
Alternate Currency, any limits on the amounts that may be borrowed in particular
Alternate Currencies covered thereby), the Borrowers that may borrow under such
Alternate Currency Supplement, any special provisions for the times and places
at which or the Persons to which Borrowing Requests are to be delivered,
proceeds of Borrowings are to be disbursed or payments in respect of Borrowings
are to be made or for the rates at which interest is to accrue on Borrowings or
the compensation to be payable to Fronting Lenders and any other special
provisions to be applicable to Borrowings under such Alternate Currency
Supplement. Any special provisions referred to in the preceding sentence that
shall be included in any Alternate Currency Supplement shall be applicable to
all Borrowings under such Alternate

<PAGE>
                                                                              27


Currency Supplement, notwithstanding any other provision of this Article II to
the contrary (and in the absence of any such special provisions, the applicable
provisions set forth in this Article II shall control). In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any Alternate Currency Supplement or any other agreement
entered into by any Borrower with any Fronting Bank relating to any Revolving
Alternate Currency Loans (other than any such inconsistency with respect to any
special provisions referred to above), the terms and conditions of this
Agreement shall control. Each Alternate Currency Supplement shall be referred to
in all notices hereunder by number, with the first Alternate Currency Supplement
entered into hereunder being referred to as "Alternate Currency Supplement No.
1" and successive Supplements being referred to by the succeeding integers in
the order in which they are entered into. Multiple Alternate Currency
Supplements providing for different funding, pricing or other arrangements may
be entered into in respect of a single Alternate Currency.

            SECTION 2.02. Loans and Borrowings. (a) Each Revolving Dollar Loan
shall be made as part of a Borrowing consisting of Revolving Dollar Loans made
by the Revolving Lenders ratably in accordance with their respective Revolving
Commitments. Each Revolving Alternate Currency Loan shall be made as part of a
Borrowing consisting of Revolving Alternate Currency Loans made to a single
Borrower pursuant to the same Alternate Currency Supplement, denominated in the
same Alternate Currency and made by the applicable Fronting Lenders ratably in
accordance with their respective applicable Alternate Currency Commitments under
such Alternate Currency Supplement. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.

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

            (c) At the commencement of each Interest Period for any Revolving
Borrowing, such Borrowing shall be in an aggregate amount that is at least equal
to the Borrowing Minimum and an integral multiple equal to the Borrowing
Multiple; provided that an ABR Revolving Borrowing may be in an aggregate amount
that is equal to the entire unused balance of the Total Revolving Commitment or
that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e). Each Swingline Loan shall be in an amount that
is an integral multiple of $1,000,000. Borrowings of more than one Type and
Class may be outstanding at the same time;

<PAGE>
                                                                              28


provided that there shall not at any time be more than a total of 12
Eurocurrency Borrowings outstanding.

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

            SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the applicable Borrower shall notify the Applicable Agent
of such request by telephone (a) in the case of a Eurocurrency Borrowing, not
later than 11:00 a.m., Local Time, three Business Days before the date of the
proposed Borrowing, (b) in the case of a Local Rate Borrowing, not later than
the time specified in the applicable Alternate Currency Supplement or (c) in the
case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the
Business Day of the proposed Borrowing. Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Applicable Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the applicable Borrower. Each
such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

            (i) the Borrower requesting such Borrowing and, if applicable, the
      Alternate Currency Supplement under which such Borrowing is to be made;

            (ii) the Type of such Borrowing;

            (iii)the currency of such Borrowing;

            (iv) the amount of such Borrowing;

            (v) the date of such Borrowing, which shall be a Business Day;

            (vi) in the case of a Eurocurrency Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period";

            (vii)the location and number of the relevant Borrower's account to
      which funds are to be disbursed, which shall comply with the requirements
      of Section 2.06(a); and

            (viii)in the case of a Borrowing in an Alternate Currency, the
      location from which payments of the principal of and interest on such
      Borrowing will be made.

If no election as to the currency of the Revolving Borrowing is specified, then
the requested Borrowing shall be denominated in US Dollars. If no election as to
the Type of Revolving Borrowing is specified, then the requested Borrowing shall
be an ABR Borrowing if denominated in US Dollars or a Eurocurrency Borrowing if
denominated in an Alternate Currency. If no Interest Period is specified with
respect to any requested

<PAGE>
                                                                              29


Eurocurrency Revolving Borrowing, then the requesting Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Applicable
Agent shall advise each Lender (other than the Swingline Lender) of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

            SECTION 2.04. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
in US Dollars to the Company from time to time during the Availability Period in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding
$25,000,000 or (ii) the Aggregate Revolving Credit Exposure exceeding the Total
Revolving Commitment; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Company may borrow, prepay and reborrow Swingline Loans.

            (b) To request a Swingline Loan, the Company shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 12:00 noon, New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received by it. The Swingline Lender shall make each Swingline Loan
available to the Company by means of a credit to the general deposit account of
the Company with the Swingline Lender (or, in the case of a Swingline Loan made
to finance the reimbursement of an LC Disbursement as provided in Section
2.05(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York
City time, on the requested date of such Swingline Loan.

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

<PAGE>
                                                                              30


Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Revolving Lenders. The Administrative Agent shall notify the Company of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Company (or other party on behalf of the Company)
in respect of a Swingline Loan after receipt by the Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made their payments pursuant to this paragraph and to the
Swingline Lender, as their interests may appear; provided that any such payment
so remitted shall be repaid to the Swingline Lender or to the Administrative
Agent, as applicable, if and to the extent such payment is required to be
refunded to the Company for any reason. The purchase of participations in a
Swingline Loan pursuant to this paragraph shall not relieve the Company of any
default in the payment thereof.

            SECTION 2.05. Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, the Company may request the issuance of Letters
of Credit, denominated in US Dollars, for its own account or the account of any
Subsidiary (provided that the Company shall be a co-applicant and co-obligor
with respect to each Letter of Credit issued for the account of any Subsidiary),
in a form reasonably acceptable to the Administrative Agent and the applicable
Issuing Bank, at any time and from time to time during the Availability Period.
In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Company to, or entered into by
the Company with, an Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Company shall hand
deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the applicable Issuing Bank) to the
applicable Issuing Bank and the Administrative Agent (reasonably in advance of
the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c)
of this Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by such
Issuing Bank, the Company also shall submit a letter of credit application on
such Issuing Bank's standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only if
(and upon issuance, amendment, renewal or extension of each Letter of Credit the
Company shall be deemed to represent and

<PAGE>
                                                                              31


warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $40,000,000, (ii) no Lender's
Revolving Credit Exposure shall exceed its Revolving Commitment and (iii) the
Aggregate Revolving Credit Exposure shall not exceed the Total Revolving
Commitment.

            (c) Expiration Date. Each Letter of Credit will expire at or prior
to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Maturity Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of any Issuing Bank or the Lenders, each Issuing Bank
hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from such Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of each Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by such Issuing Bank
and not reimbursed by the Company on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Company for any reason. Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or the reduction
or termination of the Revolving Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever.

            (e) Reimbursement. If any Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Company shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Company shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Company prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Company receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Company receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that,
if such LC Disbursement is not less than $1,000,000, the Company may, subject to
the conditions to borrowing set forth herein, request in accordance with Section
2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or
Swingline Loan in an equivalent amount and, to the extent so financed, the
Company's obligation to make such payment shall be discharged and replaced by
the resulting ABR Revolving Borrowing or Swingline Loan. If the Company fails to
make such payment

<PAGE>
                                                                              32


when due, the Administrative Agent shall notify each Revolving Lender of the
applicable LC Disbursement, and such Lender's Applicable Percentage thereof.
Promptly following receipt of such notice, each Revolving Lender shall pay to
the Administrative Agent its Applicable Percentage of the applicable LC
Disbursement, in the same manner as provided in Section 2.06 with respect to
Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to
the payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the applicable Issuing Bank the amounts so received by it
from the Revolving Lenders. Promptly following receipt by the Administrative
Agent of any payment from the Company pursuant to this paragraph, the
Administrative Agent shall distribute such payment to such Issuing Bank or, to
the extent that Revolving Lenders have made payments pursuant to this paragraph
to reimburse such Issuing Bank, then to such Lenders and the Issuing Bank as
their interests may appear. Any payment made by a Revolving Lender pursuant to
this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than
the funding of ABR Revolving Loans or a Swingline Loan as contemplated above)
shall not constitute a Loan and shall not relieve the Company of its obligation
to reimburse such LC Disbursement.

            (f) Obligations Absolute. The Company's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Company's obligations hereunder. Neither
the Agents, the Lenders nor any Issuing Bank, nor any of their Related Parties,
shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to
make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of any Issuing Bank;
provided that the foregoing shall not be construed to excuse any Issuing Bank
from liability to the Company to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Company to the fullest extent permitted by applicable law) suffered by the
Company that are caused by (i) such Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof or (ii) such Issuing Bank's breach of its
obligation to issue a Letter of Credit pursuant to this Section. The parties
hereto expressly agree that, in the absence of gross negligence or wilful
misconduct on the part of any Issuing Bank (as finally determined by a court of

<PAGE>
                                                                              33


competent jurisdiction), such Issuing Bank shall be deemed to have exercised
care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, each Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

            (g) Disbursement Procedures. Each Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The applicable Issuing Bank shall
promptly notify the Administrative Agent and the Company by telephone (confirmed
by telecopy) of such demand for payment and whether such Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Company of its obligation to
reimburse such Issuing Bank and the Revolving Lenders with respect to any such
LC Disbursement.

            (h) Interim Interest. If any Issuing Bank shall make any LC
Disbursement, then, unless the Company shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Company reimburses such LC Disbursement,
at the rate per annum then applicable to ABR Revolving Loans; provided that, if
the Company fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.12(e) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the applicable
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse such
Issuing Bank shall be for the account of such Lender pro rata to the extent of
such payment.

            (i) Replacement of an Issuing Bank. Any Issuing Bank may be replaced
at any time by written agreement among the Company, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement of an Issuing Bank. At
the time any such replacement shall become effective, the Company shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.11(c). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
replaced Issuing Bank under this Agreement with respect to Letters of Credit to
be issued thereafter and (ii) references herein to the term "Issuing Bank" shall
be deemed to refer to such successor or to any previous Issuing Bank, or to such
successor and all previous Issuing Banks, as the context shall require. After
the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Bank under this Agreement with respect to Letters of Credit issued
by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.

<PAGE>
                                                                              34


            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day on which the Company receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposures representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Company shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Revolving Lenders, an amount in cash equal to the LC Exposure as
of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Company described in clause (h) or (i) of Article VII. Each such
deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the Obligations, and the Company hereby creates in favor of
the Administrative Agent a security interest in each such deposit to secure such
Obligations. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent and at the
Company's risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in
such account shall be applied by the Administrative Agent to reimburse any
Issuing Bank for LC Disbursements for which it has not been reimbursed and, to
the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Company for the LC Exposure at such time or, if
the maturity of the Loans has been accelerated (but subject to the consent of
Revolving Lenders with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other obligations of the Borrowers under this
Agreement. If the Company is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Company within
three Business Days after all Events of Default have been cured or waived.

            (k) Existing Letters of Credit. Each letter of credit listed on
Schedule 2.05 shall be deemed, for all purposes of this Agreement, to be a
Letter of Credit issued under this Section.

            SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds in the applicable currency by 11:00 a.m., Local
Time, to the account of the Applicable Agent most recently designated by it for
such purpose for Loans of such currency by notice to the applicable Lenders;
provided that Swingline Loans shall be made as provided in Section 2.04. The
Applicable Agent will make such Loans available to the applicable Borrower by
promptly crediting the amounts so received, in like funds, to an account of such
Borrower maintained by the Applicable Agent (i) in New York City, in the case of
Revolving Dollar Loans, or (ii) in London (or such other place as may be
specified in an applicable Alternate Currency Supplement), in the case of
Revolving Alternate Currency Loans; provided that ABR Revolving Loans

<PAGE>
                                       35


made to finance the reimbursement of an LC Disbursement as provided in Section
2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing
Bank. If a Borrowing shall not occur on such date because any condition
precedent herein specified shall not have been met, the Applicable Agent shall
return the amounts so received to the respective Lenders.

            (b) Unless the Applicable Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Applicable Agent such Lender's share of such Borrowing,
the Applicable Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the applicable Borrower on such
date a corresponding amount in the required currency. In such event, if a Lender
has not in fact made its share of the applicable Borrowing available to the
Applicable Agent, then the applicable Lender and the Borrowers severally agree
to pay to the Applicable Agent forthwith on demand such corresponding amount
with interest thereon, for each day from and including the date such amount is
made available to the applicable Borrower to but excluding the date of payment
to the Applicable Agent, at (i) in the case of such Lender, a rate determined by
the Applicable Agent to represent its cost of overnight or short-term funds in
the relevant currency (which determination shall be conclusive absent manifest
error) or (ii) in the case of a Borrower, the interest rate applicable at the
time to the Loans comprising such Borrowing. If such Lender pays such amount to
the Applicable Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

            SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the
applicable Borrower may elect to convert such Borrowing to a different Type or
to continue such Borrowing and, in the case of a Eurocurrency Revolving
Borrowing, may elect Interest Periods therefor, all as provided in this Section
and on terms consistent with the other provisions of this Agreement and, in the
case of any Revolving Alternate Currency Borrowing, the applicable Alternate
Currency Supplement. The applicable Borrower may elect different options with
respect to different portions of the affected Revolving Borrowing, in which case
each such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing. Notwithstanding the foregoing, a Borrower may
not (i) elect to convert the currency in which any Loans are denominated, (ii)
elect to convert Revolving Alternate Currency Loans to ABR Loans, (iii) elect an
Interest Period for Eurocurrency Loans that does not comply with Section
2.02(d), (iv) elect to convert any Loans to Eurocurrency Loans that would result
in the number of Eurocurrency Borrowings exceeding the maximum number of
Eurocurrency Borrowings permitted under Section 2.02(c), (v) elect an Interest
Period for Eurocurrency Loans unless the aggregate outstanding principal amount
of Eurocurrency Loans (including any Eurocurrency Loans made to the same
Borrower in the same currency on the date that such Interest Period is to begin)
to which such Interest Period will apply complies with the requirements as to
minimum principal amount set forth in Section 2.02(c) or

<PAGE>
                                                                              36


(vi) convert any Borrowing of a Borrower to a Borrowing of another Borrower.
This Section shall not apply to Swingline Loans, which may not be converted or
continued.

            (b) To make an election pursuant to this Section, a Borrower shall
notify the Applicable Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if such Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Applicable Agent and, if such Agent is not the
Administrative Agent, to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
applicable Borrower.

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

            (i) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) below shall be specified for each resulting
      Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be an ABR Borrowing, a
      Eurocurrency Borrowing or a Local Rate Borrowing; and

            (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period".

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

            (d) Promptly following receipt of an Interest Election Request, the
Applicable Agent shall advise each applicable Lender of the details thereof and
of such Lender's portion of each resulting Borrowing.

            (e) If a Borrower fails to deliver a timely Interest Election
Request to the Applicable Agent electing to convert or continue the Loans
included in any Borrowing as provided in this Section and has not theretofore
delivered a notice of prepayment relating to such Loans, then such Borrower
shall be deemed to have given the Applicable Agent, at the time by which such an
Interest Election Request would have been required to be submitted, an Interest
Election Request electing (i) in the case of Revolving Dollar Loans, to convert
such Loans to (or continue such Loans as) ABR Loans, and (ii) in the case of
Eurocurrency Loans denominated in any Alternate Currency, to continue such

<PAGE>
                                                                              37


Loans as Eurocurrency Loans for an additional Interest Period of one month's
duration, with such additional Interest Period commencing on the last day of the
then current Interest Period.

            (f) Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders (or, for purposes of clause (iii) below, Lenders
holding a majority in interest of the Revolving Alternate Currency Loans) shall
so notify the Company, then, so long as an Event of Default is continuing (i) no
outstanding Revolving Borrowing may be converted to or continued as a
Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Revolving Dollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto and (iii) each Revolving Alternate Currency Borrowing
shall become due and payable on the last day of the Interest Period applicable
thereto. The foregoing is without prejudice to the other rights and remedies
available hereunder upon an Event of Default.

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

            (b) The Company may at any time, without premium or penalty,
terminate, or from time to time reduce, the Commitments; provided that (i) each
such reduction shall be in an amount that is at least equal to the Borrowing
Minimum and an integral multiple equal to the Borrowing Multiple and (ii) the
Company shall not terminate or reduce the Revolving Commitments if, after giving
effect to any concurrent prepayment of the Revolving Borrowings in accordance
with Section 2.10, the Aggregate Revolving Credit Exposure would exceed the
Total Revolving Commitment.

            (c) Each reduction in the Revolving Commitments or in the Alternate
Currency Commitments under any Alternate Currency Supplement shall be made
ratably among the Revolving Lenders or the Fronting Lenders party to such
Alternate Currency Supplement, as the case may be, in accordance with their
respective Revolving Commitments or Alternate Currency Commitments under such
Alternate Currency Supplement, as applicable.

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

<PAGE>
                                                                              38


            SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each
Borrower hereby unconditionally promises to pay to the Applicable Agent for the
accounts of the applicable Lenders the then unpaid principal amount of each
Revolving Loan of such Lender on the Maturity Date (or, in the case of a
Revolving Alternate Currency Borrowing, such earlier date as may be specified in
the applicable Alternate Currency Supplement). The Company hereby
unconditionally promises to pay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan made to the Company on the earlier of
the Maturity Date and the first date after such Swingline Loan is made that is
the 15th day or the last day of a calendar month and that is at least two
Business Days after the day on which such Swingline Loan shall have been made;
provided that on each date on which a Revolving Dollar Borrowing is made by the
Company, the Company shall repay all Swingline Loans then outstanding.

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

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
(and, in the case of a Revolving Alternate Currency Loan, the currency) thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent or the London Agent hereunder for the account of the Lenders and each
Lender's share thereof. The information contained in such accounts will be made
available to the Company at reasonable times and upon reasonable request.

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

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

            SECTION 2.10. Prepayment of Loans. (a) Each Borrower shall have the
right at any time and from time to time to prepay any Borrowing of such Borrower
in

<PAGE>
                                                                              39


whole or in part, subject to Section 2.16 (but otherwise without premium or
penalty) and the requirements of this Section.

            (b) If, on the last day of any Interest Period for any Eurocurrency
Revolving Borrowing, or on any Interest Payment Date for any ABR Revolving
Borrowing or any Borrowing under an Alternate Currency Supplement bearing
interest at a Local Rate (i) the Revolving Credit Exposure of any Revolving
Lender exceeds its Revolving Commitment or (ii) the Aggregate Revolving Credit
Exposure exceeds the Total Revolving Commitment, the applicable Borrower shall,
on such day, prepay the Revolving Loans comprising such Borrowing in an amount
equal to the lesser of (i) the amount necessary to eliminate such excess and
(ii) the amount of such Borrowing. If, on any Reset Date, the Aggregate
Revolving Credit Exposure exceeds 105% of the Total Revolving Commitment, then
the Company shall prepay (or shall cause a Borrowing Subsidiary to prepay),
within three Business Days, one or more Revolving Borrowings or Swingline
Borrowings in an aggregate principal amount equal to the excess, if any, of the
Aggregate Revolving Credit Exposure (as of such Reset Date) over the Total
Revolving Commitment.

            (c) In the event and on each occasion that any Net Proceeds are
received by or on behalf of the Company or any Subsidiary in respect of any
Prepayment Event, (i) the Company shall prepay (or shall cause a Borrowing
Subsidiary to prepay), within three Business Days after such Net Proceeds are
received, Borrowings, if any shall be outstanding, in an aggregate amount equal
to (A) in the case of Net Proceeds received in respect of any Prepayment Event
of the type specified in clause (a) or (b) of the definition of "Prepayment
Event", 75% of such Net Proceeds and (B) in the case of Net Proceeds received in
respect of any Prepayment Event of the type specified in clause (c) of the
definition of Prepayment Event, 50% of such Net Proceeds and (ii) the Total
Revolving Commitment shall be reduced by such amount, with a pro rata reduction
of each Revolving Lender's Revolving Commitment; provided that, in the case of
any event described in clause (a) of the definition of the term "Prepayment
Event", if the Company shall deliver to the Administrative Agent a certificate
of a Financial Officer to the effect that the Company and the Subsidiaries
intend to apply the Net Proceeds from such event (or a portion thereof specified
in such certificate), within 180 days after receipt of such Net Proceeds, to
acquire real property, equipment or other assets to be used in the business of
the Company and the Subsidiaries, and certifying that no Default has occurred
and is continuing, then no prepayment shall be required and no reduction shall
be made pursuant to this paragraph in respect of the Net Proceeds of such event
(or the portion of such net proceeds specified in such certificate, if
applicable) except to the extent of any Net Proceeds therefrom that have not
been so applied by the end of such 180-day period, at which time a prepayment
shall be required, and a reduction shall be made, in an amount equal to such Net
Proceeds that have not been so applied.

            (d) On the date of any termination or reduction of the Revolving
Commitments pursuant to Section 2.08, the Company shall pay or prepay (or shall
cause a Borrowing Subsidiary to pay or prepay) so much of the Revolving
Borrowings as shall be necessary in order that the Aggregate Revolving Credit
Exposure shall not exceed the Total Revolving Commitment after giving effect to
such termination or reduction.

<PAGE>
                                                                              40


            (e) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Company shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (f) of this Section; provided that each prepayment of Revolving Dollar
Borrowings shall be applied first to prepay any such Borrowings outstanding as
ABR Borrowings.

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

            SECTION 2.11. Fees. (a) The Company agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee
(a "Commitment Fee"), which shall accrue at the Applicable Rate on the daily
unused amount of the Revolving Commitment of such Revolving Lender, in each case
during the period from and including the date hereof to but excluding the date
on which such Revolving Commitment expires or is terminated. Accrued Commitment
Fees shall be payable in arrears on the last day of March, June, September and
December of each year, commencing on the first such date to occur after the date
hereof, and on the date on which the Revolving Commitments expire or are
terminated. All Commitment Fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). For purposes of computing commitment fees
with respect to Revolving Commitments, a Revolving Commitment of a Revolving
Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender
shall be disregarded for such purpose).

            (b) The Company agrees to pay (or to cause the applicable Borrowing
Subsidiary to pay) (i) to the Administrative Agent for the account of each
Revolving

<PAGE>
                                                                              41


Lender a participation fee (an "Alternate Currency Participation Fee") with
respect to its obligation under Section 2.01(c) to acquire participations in
Revolving Alternate Currency Loans, which shall accrue at the Applicable Rate
used to determine the interest rate applicable to Eurocurrency Revolving Loans
on the average daily amount of such Revolving Lender's Alternate Currency
Exposure (excluding any portion thereof attributable to Revolving Alternate
Currency Loans that have been converted to US Dollar obligations and in respect
of which such Lender has made, or is required to have made, payments to the
applicable Fronting Lenders, all as provided in Section 2.01(c)) during the
period from and including the date hereof to but excluding the later of the date
on which such Lender's Revolving Commitment terminates and the date on which
such Lender ceases to have any Alternate Currency Exposure, and (ii) to each
Fronting Lender a fronting fee (an "Alternate Currency Fronting Fee"), which
shall accrue at the rate of .125% per annum on the daily aggregate amount of the
US Dollar Equivalents of such Fronting Lender's Revolving Alternate Currency
Loans during the period from and including the date hereof to but excluding the
later of the date of termination of the Revolving Commitments and the date on
which there cease to be any Revolving Alternate Currency Loans outstanding.
Alternate Currency Participation Fees and Alternate Currency Fronting Fees
accrued under this paragraph through and including the last day of March, June,
September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the
date hereof; provided that all such Fees shall be payable on the date on which
the Revolving Commitments terminate and any such Fees accruing after the date on
which the Revolving Commitments terminate shall be payable on demand. All
Alternate Currency Participation Fees and Alternate Currency Fronting Fees
payable under this paragraph shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).

            (c) The Company agrees to pay (i) to the Administrative Agent for
the account of each Revolving Lender a participation fee (an "LC Participation
Fee") with respect to its participations in Letters of Credit, which shall
accrue at the Applicable Rate used in determining the interest on Eurocurrency
Revolving Loans on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the date hereof to but excluding the later
of the date on which such Lender's Revolving Commitment terminates and the date
on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing
Bank, a fronting fee (an "LC Fronting Fee"), which shall accrue at the rate of
.125% per annum on the average daily undrawn amount of the outstanding Letters
of Credit issued by such Issuing Bank during the period from and including the
date hereof to but excluding the later of the date of termination of the
Revolving Commitments and the date on which the last of such Letters of Credit
expires, terminates or is drawn in full, as well as such Issuing Bank's standard
fees ("Issuing Bank Fees") with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder. LC
Participation Fees and LC Fronting Fees accrued through and including the last
day of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the first such date to
occur after the Effective Date; provided that all such Fees shall be payable on
the date on which the Revolving Commitments terminate and any such Fees

<PAGE>
                                                                              42


accruing after the date on which the Revolving Commitments terminate shall be
payable on demand. Any other fees payable to any Issuing Bank pursuant to this
paragraph shall be payable within 10 days after demand. All LC Participation
Fees and LC Fronting Fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).

            (d) The Company agrees to pay to the Administrative Agent, for its
own account, fees in the amounts and at the times separately agreed upon in
writing between the Company and the Administrative Agent.

            (e) The Company agrees to pay, through the Administrative Agent,
upfront fees in the amounts heretofore communicated to the Revolving Lenders by
the Company and the Administrative Agent.

            (f) All fees payable hereunder shall be paid on the dates on which
due, in immediately available funds, to the Administrative Agent (or to any
Fronting Lender or Issuing Bank, in the case of fees payable to it) for
distribution, in the case of Commitment Fees, Alternate Currency Participation
Fees, LC Participation Fees and up front fees, to the Revolving Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.

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

            (b) The Loans comprising each Eurocurrency Revolving Dollar
Borrowing shall bear interest at the Adjusted LIBO Rate for US Dollars for the
Interest Period in effect for such Borrowing plus the Applicable Rate.

            (c) The Loans comprising each Eurocurrency Revolving Alternate
Currency Borrowing shall bear interest at the Adjusted LIBO Rate for the
currency of and the Interest Period in effect for such Borrowing.

            (d) The Loans comprising each Local Rate Revolving Borrowing shall
bear interest at the rate or rates set forth in the applicable Alternate
Currency Supplement.

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

            (f) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to

<PAGE>
                                       43


paragraph (e) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurocurrency Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

            (g) All interest hereunder shall be computed on the basis of a year
of 360 days, except that (i) interest on Borrowings denominated in Sterling and
(ii) interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate
or Local Rate shall be determined by the Applicable Agent, and such
determination shall be conclusive absent manifest error.

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

            (a) the Administrative Agent determines or is notified by the
      Required Lenders (or, in the case of a Revolving Alternate Currency
      Borrowing, one or more Fronting Lenders required to make Revolving
      Alternate Currency Loans included in such Borrowing) that deposits in the
      principal amounts of the Loans comprising such Borrowing and in the
      currency in which such Loans are to be denominated are not generally
      available in the relevant market; or

            (b) the Administrative Agent determines (which determination shall
      be conclusive absent manifest error) that adequate and reasonable means do
      not exist for ascertaining the Adjusted LIBO Rate for such Interest
      Period; or

            (c) the Administrative Agent is advised by the Required Lenders (or,
      in the case of a Revolving Alternate Currency Borrowing, one or more
      Fronting Lenders required to make Revolving Alternate Currency Loans
      included in such Borrowing) that the Adjusted LIBO Rate for such Interest
      Period will not adequately and fairly reflect the cost to such Lenders of
      making or maintaining their Loans included in such Borrowing for such
      Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice no longer exist (it being agreed that
the Administrative Agent will so notify the Company promptly after it becomes
aware that such circumstances no longer exist), any request by a Borrower for a
Borrowing of the affected Type or in the affected currency, or a conversion to
or continuation of a Borrowing of the affected Type or in the affected currency,
pursuant to Section 2.03 or 2.07 shall be deemed rescinded and each outstanding
Borrowing of the affected Type or in the affected currency that

<PAGE>
                                                                              44


shall not be repaid at the end of the then applicable Interest Period shall
thereafter bear interest at the Applicable Rate for Eurocurrency Loans plus a
rate determined by the Administrative Agent to be representative of the Lenders'
cost of funding such Borrowing. Each determination by the Administrative Agent
hereunder shall be conclusive absent manifest error.

            SECTION 2.14. Increased Costs. (a) If any Change in Law (other than
any Change in Law relating to Taxes, which shall be governed by Section 2.17)
shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      reflected in the Adjusted LIBO Rate) or any Issuing Bank; or

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

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

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

            (c) A certificate of a Lender or an Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or such Issuing Bank or
its holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Company and shall be conclusive absent
manifest error. The Company

<PAGE>
                                                                              45


shall pay such Lender or such Issuing Bank, as the case may be, the amount shown
as due on any such certificate within 10 days after receipt thereof.

            (d) Failure or delay on the part of any Lender or any Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or such Issuing Bank's right to demand such compensation; provided
that the Company shall not be required to compensate a Lender or an Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 180 days prior to the date that such Lender or such Issuing Bank, as the
case may be, notifies the Company of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or such Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

            SECTION 2.15. Change in Legality. (a) Notwithstanding any other
provision herein, if, after the date hereof, (i) any Change in Law shall make it
unlawful for any Lender to make or maintain any Eurocurrency Loan or any
Revolving Alternate Currency Loan or (ii) there shall have occurred any change
in national or international financial, political or economic conditions
(including the imposition of or any change in exchange controls) or currency
exchange rates which would make it impracticable for any Fronting Lender to make
any Revolving Alternate Currency Loans, then, by written notice to the Company
and to the Administrative Agent:

            (i) such Lender may declare that Eurocurrency Loans or Revolving
      Alternate Currency Loans (in the affected currency or currencies), as the
      case may be, will not thereafter (for the duration of such unlawfulness or
      impracticability) be made by such Lender hereunder, whereupon any request
      for a Eurocurrency Borrowing or Revolving Alternate Currency Borrowing (in
      the affected currency or currencies), as the case may be, shall, as to
      such Lender only, be deemed (A) in the case of a request for a Revolving
      Dollar Loan, a request for an ABR Loan or (B) in the case of a request for
      a Revolving Alternate Currency Loan, to have been withdrawn; and

            (ii) such Lender may require (A) that all affected Eurocurrency
      Revolving Dollar Loans made by it be converted to ABR Loans, and (B) that
      all affected Eurocurrency Revolving Alternate Currency Loans made by it be
      prepaid, in which event all such Eurocurrency Loans shall be automatically
      converted to ABR Loans or prepaid, as the case may be, as of the effective
      date of such notice as provided in paragraph (b) of this Section.

In the event any Lender shall exercise its rights under clause (i) or (ii)
above, all payments and prepayments of principal which would otherwise have been
applied to repay the Eurocurrency Revolving Dollar Loans that would have been
made by such Lender or the converted Eurocurrency Revolving Dollar Loans of such
Lender shall instead be applied to repay the ABR Loans made by such Lender in
lieu of, or resulting from the conversion of, such Eurocurrency Loans.

<PAGE>
                                                                              46


            (b) For purposes of this Section, a notice to the Company by any
Lender shall be effective as to each such Loan, if lawful, on the last day of
the Interest Period currently applicable to such Loan; in all other cases such
notice shall be effective on the date of receipt by the Company.

            SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurocurrency Loan other than on the last day of
an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurocurrency Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan on the date specified in any notice
delivered pursuant hereto, (d) the conversion of and purchase of participations
in any Revolving Alternate Currency Loan pursuant to Section 2.01(c) or (e) the
assignment of any Eurocurrency Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Company pursuant to
Section 2.19, then, in any such event, the applicable Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be
deemed to include an amount determined by such Lender in good faith to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for US Dollar deposits of a comparable amount and period from other
banks in the Eurocurrency market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the applicable Borrower and shall be conclusive
absent manifest error. The applicable Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

            SECTION 2.17. Taxes. (a) Any and all payments by or on account of
any obligation of any Loan Party hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes, except as required by law; provided that if any Loan Party shall
be required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent, the London Agent, Lender
or Issuing Bank (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Loan Party shall
make such deductions and (iii) such Loan Party shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

            (b) In addition, the Company shall pay, or shall cause the
applicable Loan Party to pay, any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

<PAGE>
                                                                              47


            (c) The Company shall indemnify, or shall cause the applicable Loan
Party to indemnify, the Administrative Agent, the London Agent, each Lender and
each Issuing Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
the London Agent, such Lender or such Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of a Loan Party
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided that the Company shall have no obligation to pay or cause to
be paid any amounts in respect of Indemnified Taxes or Other Taxes if it is not
the customary practice of the Lender at the time such taxes are assessed or
imposed to claim reimbursement for, or indemnity with respect to, such taxes in
respect of similar payments or transactions involving similarly situated
borrowers. A certificate as to the amount of such payment or liability delivered
to the Company by a Lender or an Issuing Bank or by the Administrative Agent or
the London Agent, on its own behalf or on behalf of a Lender or an Issuing Bank,
shall be conclusive absent manifest error.

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

            (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which a
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement or any other Loan Document shall
deliver to the Company (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law and after receiving written notice from the
Company, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the Company as will permit such
payments to be made without withholding or at a reduced rate; provided that such
Foreign Lender shall not be required to deliver such documentation with respect
to an entitlement to an exemption from or reduction of withholding tax that was
not in effect on the date such Lender became a party to this Agreement.

            (f) If the Administrative Agent, the London Agent, a Lender or an
Issuing Bank reasonably determines that it has received a refund of any Taxes as
to which it has been indemnified by any Loan Party or with respect to which any
Loan Party has paid additional amounts pursuant to this Section, it shall pay
over such refund to such Loan Party (but only to the extent of indemnity
payments made, or additional amounts paid, by such Loan Party under this Section
with respect to the Taxes giving rise to such refund), net of all reasonable
out-of-pocket expenses of the Administrative Agent, the London Agent, such
Lender or such Issuing Bank and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund); provided,

<PAGE>
                                                                              48


however, that such Loan Party agrees to pay, upon the request of the
Administrative Agent, the London Agent, such Lender or such Issuing Bank, the
amount paid to such Loan Party (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent, the
London Agent, such Lender or such Issuing Bank in the event the Administrative
Agent, the London Agent, such Lender or such Issuing Bank is required to repay
such refund to such Governmental Authority. Nothing contained in this paragraph
shall require the Administrative Agent, the London Agent, any Lender or any
Issuing Bank to make available its tax returns (or any other information
relating to its Taxes that it deems confidential) to any Loan Party or any other
Person.

            SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) Each Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.14,
2.16 or 2.17, or otherwise) prior to 12:00 noon, Local Time at the place of
payment, on the date when due, in immediately available funds, without setoff or
counterclaim. Any amounts received after such time on any date may be deemed, in
the discretion of the Applicable Agent, to have been received on the next
succeeding Business Day for purposes of calculating interest thereon. Unless and
until otherwise specified, all such payments shall be made to the Administrative
Agent at its offices at 270 Park Avenue, New York, New York, except that
payments (i) in respect of Alternate Currency Borrowings shall be made to the
London Agent at its offices at 125 London Wall, London, England, (ii) expressly
specified hereunder to be made directly to an Issuing Bank or the Swingline
Lender shall be so directly made, (iii) pursuant to Sections 2.14, 2.16 or 2.17
and 10.03 shall be made directly to the Persons entitled thereto and (iv)
pursuant to other Loan Documents shall be made to the Persons specified therein.
Each such payment shall be made in US Dollars, except that the principal of and
interest on any Loan denominated in an Alternate Currency shall be made in such
currency. The Administrative Agent shall distribute any such payments received
by it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.

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

            (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in Revolving Alternate
Currency Loans, LC

<PAGE>
                                                                              49


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

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

            (e) If any Lender shall fail to make any payment required to be made
by it hereunder, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent or the London Agent for the account of such
Lender to satisfy such Lender's obligations until all such unsatisfied
obligations are fully paid.

<PAGE>
                                                                              50


            SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.14, or if any Loan Party is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the
reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.14 or 2.17, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrowers agree to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment.

            (b) If any Lender requests compensation under Section 2.14, or if
any Loan Party is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.04), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Company
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and
participations in Revolving Alternate Currency Loans, LC Disbursements and
Swingline Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrowers (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.14 or payments required to be made
pursuant to Section 2.17, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

            SECTION 2.20. Borrowing Subsidiaries. On or after the Effective
Date, the Company may designate any Subsidiary of the Company as a Borrowing
Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary
Agreement executed by such Subsidiary and the Company, and upon such delivery
such Subsidiary shall for all purposes of this Agreement be a Borrowing
Subsidiary and a party to this Agreement until the Company shall have executed
and delivered to the Administrative Agent a Borrowing Subsidiary Termination
with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a
Borrowing Subsidiary and a party to this Agreement. Notwithstanding the
preceding sentence, no Borrowing Subsidiary Termination will become effective as
to any Borrowing Subsidiary at a time when any principal of or interest on any
 Loan to such Borrowing Subsidiary shall be outstanding hereunder, provided that
such Borrowing Subsidiary Termination shall be effective to terminate such

<PAGE>
                                                                              51


Borrowing Subsidiary's right to make further Borrowings under this Agreement. As
soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the
Administrative Agent shall send a copy thereof to each Lender.

                                  ARTICLE III

                         Representations and Warranties

            The Company represents and warrants to the Lenders as to itself and
each Subsidiary, and each Borrowing Subsidiary represents and warrants to the
Lenders as to itself and its subsidiaries, as follows:

            SECTION 3.01. Organization; Powers. The Company and each of the
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business,
and is in good standing, in every jurisdiction where such qualification is
required.

            SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by each Loan Party are within such Loan Party's corporate powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by the
Company and constitutes, and each other Loan Document to which any Loan Party is
to be a party, when executed and delivered by such Loan Party, will constitute,
a legal, valid and binding obligation of the Company or such Loan Party, as the
case may be, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

            SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with or
any other action by any Governmental Authority, or the expiration of any waiting
or similar period imposed by law or by any Governmental Authority, except such
as have been obtained or made and are in full force and effect or have expired,
as the case may be, except for any such approvals which have already been
obtained, (b) will not violate any applicable law or regulation or the charter,
by-laws or other organizational documents of the Company or any other Loan Party
or any order of any Governmental Authority, (c) will not violate or result in a
default under any material indenture, agreement or other instrument binding upon
the Company or any Subsidiary or their assets (other than agreements relating to
Indebtedness to be repaid as part of the Refinancings), or give rise to a right
thereunder to require any payment to be made by the Company or any Subsidiary,
and (d) will not result in the creation or imposition of any Lien on any asset
of the Company or any Subsidiary, except any Liens created under the Loan
Documents.

<PAGE>
                                                                              52


            SECTION 3.04. Financial Statements; No Material Adverse Change. (a)
The Company has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, retained earnings and cash flows (i) as of and
for the fiscal year ended December 31, 2002, reported on by
PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and
for the fiscal quarter and the portion of the fiscal year ended September 30,
2003, certified by its chief financial officer. Such financial statements
present fairly, in all material respects, the financial position and results of
operations and cash flows of the Company and its Consolidated Subsidiaries as of
such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.

            (b) Except as described in the Company's Quarterly Reports on Form
10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30,
2003, there has been no Material Adverse Change since December 31, 2002.

            SECTION 3.05. Properties; Liens. (a) The Company and each Subsidiary
has good title to, or valid leasehold interests in, all its real and personal
properties and assets material to its business, except for minor defects in
title that do not interfere with its ability to conduct its business as
currently conducted or to utilize its properties and assets for their intended
purposes. All such owned properties and assets, and all such leasehold
interests, are free and clear of Liens, other than Liens expressly permitted
under Section 6.02.

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

            SECTION 3.06. Litigation and Environmental Matters. (a) Except as
disclosed on Schedule 3.06, there are no actions, suits or proceedings by or
before any arbitrator or Governmental Authority pending against or, to the
knowledge of the Company, threatened against or affecting the Company or any of
the Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect or (ii)
that involve any of the Loan Documents or the Transactions.

            (b) Neither the Company nor any Subsidiary (i) has failed to comply
with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law, (ii) has become
subject to any Environmental Liability, (iii) has received notice of any claim
with respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability, except, in each case, for failures and liabilities
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

<PAGE>
                                                                              53


            (c) Since the Effective Date, there has been no change in the status
of the Disclosed Matters or Environmental Liabilities that, individually or in
the aggregate, has materially increased the likelihood of a Material Adverse
Effect.

            SECTION 3.07. Compliance with Laws. The Company and each Subsidiary
is in compliance with all laws, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to be in
compliance, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.

            SECTION 3.08. Investment and Holding Company Status. Neither the
Company nor any Subsidiary is (a) an "investment company" as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

            SECTION 3.09. Taxes. The Company and each Subsidiary has timely
filed or caused to be filed all Tax returns and reports required to have been
filed and has paid or caused to be paid all Taxes required to have been paid by
it, except (a) any Taxes that are being contested in good faith by appropriate
proceedings and for which the Company or such Subsidiary, as applicable, has set
aside on its books adequate reserves or (b) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.

            SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations of all underfunded Plans, other than the portion of the
underfunding of any Plan described in Section 4063 of ERISA that is attributable
to contributing sponsors under such Plan that are not under common control with
the Company or any Subsidiary (based on an allocation of such liability
consistent with the procedures set forth in Section 4063(b) of ERISA) (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements of the
Company reflecting such amounts, exceed by more than $50,000,000 the fair market
value of the assets of all such underfunded Plans. The Company and each
Subsidiary has complied in all material respects with all applicable laws and
regulations relating to employee benefit plans.

            SECTION 3.11. Disclosure. None of the reports, financial statements,
certificates or other written information furnished by or on behalf of any Loan
Party to any Agent or any Lender in connection with the negotiation of this
Agreement or any other Loan Document or delivered hereunder or thereunder (as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, the foregoing shall be limited to a representation and

<PAGE>
                                                                              54


warranty that such information was prepared in good faith, subject to the
express qualifications set forth in such projections, based upon assumptions
believed by it to be reasonable at the time.

            SECTION 3.12. Subsidiaries. Schedule 3.12 sets forth the name and
jurisdiction of organization of, and the ownership of the Company and each other
Subsidiary in, each Subsidiary, identifying each such Subsidiary that is a Loan
Party, in each case as of the Effective Date.

            SECTION 3.13. Solvency. After the consummation of the Refinancings
and the related Borrowings hereunder, (a) the fair value of the assets of each
Loan Party will exceed its debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each Loan
Party will be greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
each Loan Party will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) each Loan Party will not have unreasonably small capital with
which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted following the Closing Date.

            SECTION 3.14. Federal Reserve Regulations. No part of the proceeds
of any Loan or any Letter of Credit will be used, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or
carry "margin stock", within the meaning of Regulation U (other than shares of
the Company's common stock, to the extent permitted under Section 6.05), or to
refinance Indebtedness originally incurred for such purpose, or for any purpose
that entails a violation of, or that is inconsistent with, the provisions of the
Regulations of the Board, including Regulation U or X. Not more than 25% of the
assets subject to the restrictions of Sections 2.10(c) (to the extent applicable
to Prepayment Events referred to in clause (a) of the definition of such term),
6.02 and 6.03 will at any time consist of Margin Stock (as defined in
Regulations U and X of the Board).

                                   ARTICLE IV

                                   Conditions

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

            (a) The Administrative Agent (or its counsel) shall have received,
      with a counterpart or copy for each Lender, from each party hereto either
      (i) a counterpart of this Agreement signed on behalf of each such party or
      (ii) written evidence satisfactory to the Administrative Agent (which may
      include telecopy

<PAGE>
                                                                              55


      transmission of a signed signature page of this Agreement) that each such
      party has signed a counterpart of this Agreement.

            (b) The Administrative Agent shall have received, with a counterpart
      or copy for each Lender, such documents and certificates as the
      Administrative Agent or its counsel may reasonably request relating to the
      organization, existence and good standing of each Loan Party, the
      authorization of the Transactions and any other legal matters relating to
      the Loan Parties, the Loan Documents or the Transactions, all in form and
      substance satisfactory to the Administrative Agent and its counsel.

            (c) The Administrative Agent shall have received, with a counterpart
      or copy for each Lender, a certificate, dated the Effective Date, of a
      responsible officer of the Company confirming as of the Effective Date (i)
      the accuracy of all representations and warranties in the Loan Documents
      and (ii) that there exists no Default, in each such case after giving
      effect to the Refinancings and the other Transactions that are to occur on
      the Effective Date.

            (d) The Administrative Agent shall have received all fees and other
      amounts due and payable on or prior to the Effective Date, including, to
      the extent invoiced, reimbursement or payment of all out-of-pocket
      expenses required to be reimbursed or paid by any Loan Party hereunder or
      under any other Loan Document.

            (e) The Guarantee Requirement shall be satisfied.

            (f) The Administrative Agent shall have received a favorable written
      opinion (addressed to the Administrative Agent, the London Agent, the
      Issuing Banks and the Lenders and dated the Effective Date) of each of (i)
      Cleary, Gottlieb, Steen & Hamilton, counsel for the Loan Parties,
      substantially in the form of Exhibit G-1, (ii) Charles J. Silva Jr.,
      General Counsel of the Company, substantially in the form of Exhibit G-2,
      and (iii) such special and local counsel as may be required by the
      Administrative Agent, in each case covering such matters relating to the
      Loan Parties, the Loan Documents or the Transactions as the Administrative
      Agent shall reasonably request.

            (g) (i) The Commitments under and as defined in the Existing Credit
      Agreement shall have been or shall simultaneously be terminated, all
      amounts outstanding thereunder shall have been or shall simultaneously be
      paid in full and all Liens securing the obligations thereunder or under
      any related agreements shall have been or shall simultaneously be released
      and (ii) the Administrative Agent shall have received evidence
      satisfactory in form and substance to it demonstrating such termination,
      payment and release.

            SECTION 4.02. Conditions to All Extensions of Credit. The obligation
of each Lender to make a Loan on the occasion of any Borrowing, and of each
Issuing

<PAGE>
                                                                              56


Bank to issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

            (a) The representations and warranties of each Loan Party set forth
      in the Loan Documents (except, in the case of any Revolving Borrowing that
      does not result in an increase in the Aggregate Revolving Credit Exposure,
      the representations and warranties set forth in Sections 3.04(b) and 3.06)
      shall be true and correct on and as of the date of such Borrowing or the
      date of issuance, amendment, renewal or extension of such Letter of
      Credit, as applicable.

            (b) At the time of and immediately after giving effect to such
      Borrowing or the issuance, amendment, renewal or extension of such Letter
      of Credit, as applicable, no Default shall have occurred and be
      continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Company and each Borrowing Subsidiary on the date thereof as to the matters
specified in paragraphs (a) and (b) of this Section.

            SECTION 4.03. Initial Credit Event for each Borrowing Subsidiary.
The obligation of each Lender to make a Loan on the occasion of any Borrowing by
any Borrowing Subsidiary is subject to the satisfaction of the following
conditions:

            (a) The Administrative Agent (or its counsel) shall have received
      such Borrowing Subsidiary's Borrowing Subsidiary Agreement duly executed
      by all parties thereto.

            (b) The Administrative Agent shall have received a favorable written
      opinion of counsel for such Borrowing Subsidiary covering such other
      matters relating to such Borrowing Subsidiary or its Borrowing Subsidiary
      Agreement, and to any related Obligations of Foreign Subsidiaries as
      Guarantors, as the Administrative Agent shall reasonably request.

            (c) The Administrative Agent shall have received such documents and
      certificates as the Administrative Agent or its counsel may reasonably
      request relating to the organization, existence and good standing of such
      Borrowing Subsidiary, the authorization of the Transactions insofar as
      they relate to such Borrowing Subsidiary and any other legal matters
      relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement
      or such Transactions, all in form and substance satisfactory to the
      Administrative Agent and its counsel.

<PAGE>
                                                                              57


                                   ARTICLE V.

                              Affirmative Covenants

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

            SECTION 5.01. Financial Statements and Other Information. The
Company will furnish to the Administrative Agent, with copies for each Lender:

            (a) no later than the earlier of (i) 10 days after the date that the
      Company is required to file a report on Form 10-K with the Securities and
      Exchange Commission in compliance with the reporting requirements of
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
      (whether or not the Company is so subject to such reporting requirements),
      and (ii) 90 days after the end of each fiscal year of the Company, its
      audited consolidated balance sheet and related statements of income,
      retained earnings and cash flows as of the end of and for such year,
      setting forth in each case in comparative form the figures for the
      previous fiscal year, all reported on by PricewaterhouseCoopers LLP or
      other independent public accountants of recognized national standing
      (without a "going concern" or like qualification or exception and without
      any qualification or exception as to the scope of such audit) to the
      effect that such consolidated financial statements present fairly in all
      material respects the financial condition and results of operations of the
      Company and its Consolidated Subsidiaries on a consolidated basis in
      accordance with GAAP;

            (b) no later than the earlier of (i) 10 days after the date that the
      Company is required to file a report on Form 10-Q with the Securities and
      Exchange Commission in compliance with the reporting requirements of
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
      (whether or not the Company is so subject to such reporting requirements),
      and (ii) 45 days after the end of each of the first three fiscal quarters
      of each fiscal year of the Company, its consolidated balance sheet and
      related statements of income, retained earnings and cash flows as of the
      end of and for such fiscal quarter and the then elapsed portion of the
      fiscal year, setting forth in each case in comparative form the figures
      for the corresponding period or periods of (or, in the case of the balance
      sheet, as of the end of) the previous fiscal year, all certified by one of
      its Financial Officers as presenting fairly in all material respects the
      financial condition and results of operations of the Company and its
      Consolidated Subsidiaries on a consolidated basis in accordance with GAAP,
      subject to normal year-end audit adjustments and the absence of footnotes;

<PAGE>
                                                                              58


            (c) concurrently with any delivery of financial statements under
      clause (a) or (b) above, a certificate of a Financial Officer of the
      Company (i) certifying as to whether a Default has occurred and, if a
      Default has occurred, specifying the details thereof and any action taken
      or proposed to be taken with respect thereto, (ii) setting forth
      reasonably detailed calculations demonstrating compliance with Sections
      6.08 and 6.09 and (iii) stating whether any change in GAAP or in the
      application thereof has occurred since the date of the Company's audited
      financial statements referred to in Section 3.04 and, if any such change
      has occurred, specifying the effect of such change on the financial
      statements accompanying such certificate;

            (d) concurrently with any delivery of financial statements under
      clause (a) above, a certificate of the accounting firm that reported on
      such financial statements stating whether they obtained knowledge during
      the course of their examination of such financial statements of any
      Default (which certificate may be limited to the extent required by
      accounting rules or guidelines);

            (e) not later than the last day of the second month of each fiscal
      year of the Company, a detailed consolidated budget for such fiscal year
      (including a projected consolidated balance sheet and related statements
      of projected operations and cash flow as of the end of and for such fiscal
      year), consistent in form and substance with the budgets heretofore
      prepared by the Company and furnished to the Administrative Agent and,
      promptly when available, any significant revisions to such budget;

            (f) promptly after the same become publicly available, copies of all
      periodic and other reports, proxy statements and other materials filed by
      the Company or any Subsidiary with the Securities and Exchange Commission,
      or any Governmental Authority succeeding to any or all of the functions of
      said Commission, or with any national securities exchange, or distributed
      by the Company to its shareholders generally, as the case may be; and

            (g) promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of the
      Company or any Subsidiary, or compliance with the terms of any Loan
      Document, as the Administrative Agent or any Lender may reasonably
      request.

            SECTION 5.02. Notices of Material Events. If, to the knowledge of
any Financial Officer or other executive officer of the Company, any of the
following events has occurred:

            (a) any Default;

            (b) the filing or commencement of any action, suit or proceeding by
      or before any arbitrator or Governmental Authority against or affecting
      the Company or any Affiliate thereof that, if adversely determined, could
      reasonably be expected to result in a Material Adverse Effect;

<PAGE>
                                                                              59


            (c) any ERISA Event that, alone or together with any other ERISA
      Events that have occurred, could reasonably be expected to result in
      liability of the Company or its Subsidiaries in an aggregate amount
      exceeding $10,000,000; or

            (d) any other development that results in, or could reasonably be
      expected to result in, a Material Adverse Effect;

then the Company will furnish to the Administrative Agent and each Lender prompt
written notice of such occurrence. Each notice delivered under this Section
shall be accompanied by a statement of a Financial Officer or other executive
officer of the Company setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect
thereto.

            SECTION 5.03. Existence; Conduct of Business. The Company will, and
will cause each of the Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and tradenames material to the conduct of the business of
the Company and the Subsidiaries, taken as a whole; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation, dissolution or other
transaction permitted under Section 6.03.

            SECTION 5.04. Payment of Obligations. The Company will, and will
cause each of the Subsidiaries to, pay its Indebtedness and other obligations,
including Tax liabilities, before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings and the Company or such Subsidiary has set
aside on its books adequate reserves with respect thereto in accordance with
GAAP or (b) failure to pay could not reasonably be expected to result in a
Material Adverse Effect.

            SECTION 5.05. Maintenance of Properties. The Company will, and will
cause each of the Subsidiaries to, keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear
and tear excepted; except for such cases of non-compliance that, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

            SECTION 5.06. Insurance. The Company will, and will cause each of
the Subsidiaries to, maintain, with financially sound and reputable insurance
companies, insurance against such risks (and with such risk retentions) as shall
be customary for companies of established reputation engaged in the same or
similar businesses, and will furnish, and cause each of the Subsidiaries to
furnish, to the Lenders, at the request of the Administrative Agent, information
in reasonable detail as to the insurance carried by it.

            SECTION 5.07. Books and Records; Inspection Rights. The Company
will, and will cause each of the Subsidiaries to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Company will, and
will cause each of the Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender,

<PAGE>
                                                                              60


upon reasonable prior notice, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and independent accountants, all at
such reasonable times and as often as reasonably requested; provided that
nothing in this Section shall require any Loan Party to disclose any
confidential or proprietary information constituting trade secrets.

            SECTION 5.08. Compliance with Laws. The Company will, and will cause
each of the Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority (including Environmental Laws and ERISA and the
rules and regulations thereunder) applicable to it, its operations or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

            SECTION 5.09. Use of Proceeds and Letters of Credit. Each Borrower
will use the proceeds of the Loans and the Letters of Credit only for the
purposes set forth in the preamble to this Agreement.

            SECTION 5.10. Further Assurances. The Company will, and will cause
each of the Subsidiaries to, execute any and all further documents, agreements
and instruments, and take all further action that may be required under
applicable law, or that the Required Lenders or the Administrative Agent may
reasonably request, in order that the Guarantee Requirement shall be satisfied
at all times.

                                   ARTICLE VI

                               Negative Covenants

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

            SECTION 6.01. Subsidiary Debt. The sum of (a) the total Indebtedness
of all Consolidated Subsidiaries (excluding (i) Indebtedness under this
Agreement, (ii) Indebtedness existing on the date hereof and set forth on
Schedule 6.01, (iii) Indebtedness owed to the Company or to a Subsidiary, (iv)
reimbursement obligations in respect of undrawn letters of credit incurred in
the ordinary course of business and (v) Indebtedness of any Subsidiary
Guarantor) plus (b) the consideration (other than any note of a Subsidiary that
serves as a conduit in a sale or financing transaction with respect to
Receivables) directly or indirectly received by any Consolidated Subsidiary from
any Person (other than the Company or a Consolidated Subsidiary) for Receivables
sold, which Receivables remain uncollected at such time, will at no time exceed
$100,000,000.

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                                                                              61


            SECTION 6.02. Negative Pledge. Neither the Company nor any
Consolidated Subsidiary will create, incur, assume or suffer to exist any Lien
on any asset now owned or hereafter acquired by it, except:

            (a) any Lien created under the Loan Documents;

            (b) Liens existing on the date hereof, securing Indebtedness
      outstanding on the date hereof, and set forth on Schedule 6.02;

            (c) any Lien on any asset securing Indebtedness incurred or assumed
      for the purpose of financing all or any part of the cost of acquiring such
      asset, provided that such Lien attaches to such asset concurrently with or
      within 180 days after the acquisition thereof;

            (d) any Lien existing on any asset of any corporation at the time
      such corporation becomes a Consolidated Subsidiary, provided that (i) such
      Lien is not created in contemplation of or in connection with such
      corporation becoming a Consolidated Subsidiary, (ii) such Lien shall not
      apply to any other property or assets of the Company or any Subsidiary and
      (iii) such Lien shall secure only those obligations which it secures on
      the date such corporation becomes a Consolidated Subsidiary and
      extensions, renewals and replacements thereof that do not increase the
      outstanding principal amount thereof;

            (e) any Lien on any asset of any corporation existing at the time
      such corporation is merged or consolidated with or into the Company or any
      Consolidated Subsidiary and not created in contemplation of such event;
      provided that such Lien shall not extend to other assets of the Company or
      such Consolidated Subsidiary and shall secure only those obligations which
      it secures on the date of such merger or consolidation and extensions,
      renewals and replacements thereof that do not increase the outstanding
      principal amount thereof;

            (f) any Lien existing on any asset prior to the acquisition thereof
      by the Company or any Consolidated Subsidiary and not created in
      contemplation of such acquisition;

            (g) any Lien arising out of the refinancing, extension, renewal or
      refunding of any Indebtedness secured by any Lien permitted by any of the
      foregoing clauses of this Section; provided that such Indebtedness is not
      increased and is not secured by any additional assets;

            (h) Liens for taxes that are not yet subject to penalties for
      non-payment or are being contested in good faith, or minor survey
      exceptions or minor encumbrances, easements or other rights of others with
      respect to, or zoning or other governmental restrictions as to the use of,
      real property that do not, in the aggregate, materially impair the use of
      such property in the operation of the businesses of the Company and the
      Subsidiaries;

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                                                                              62


            (i) Liens arising out of judgments or awards against the Company or
      any Subsidiary with respect to which the Company or such Subsidiary is, in
      good faith, prosecuting an appeal or proceedings for review and (ii) Liens
      incurred by the Company or any Subsidiary for the purpose of obtaining a
      stay or discharge in any legal proceeding to which the Company or any
      Subsidiary is a party; provided that the Liens permitted by the foregoing
      clause (ii) shall not secure obligations in an aggregate principal amount
      outstanding in excess of 5% of Consolidated Tangible Net Worth;

            (j) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's, landlord's or other like Liens arising in the ordinary course
      of business for sums which are not overdue for a period of more than 60
      days or which are being contested in good faith by appropriate
      proceedings, (ii) pledges or deposits in connection with workers'
      compensation, unemployment insurance and other social security legislation
      and deposits securing liability to insurance carriers under insurance or
      self-insurance arrangements, and (iii) deposits to secure the performance
      of bids, trade contracts (other than for Indebtedness), leases (other than
      Capital Lease Obligations), statutory obligations, surety and appeal
      bonds, performance bonds and other obligations of a like nature incurred
      in the ordinary course of business; and

            (k) Liens not otherwise permitted by the foregoing clauses of this
      Section securing Indebtedness in an aggregate principal amount outstanding
      not to exceed 5% of Consolidated Tangible Net Worth.

            SECTION 6.03. Consolidations, Mergers and Sales of Assets. The
Company will not, and will not permit any of the Subsidiaries to, consolidate or
merge with, or sell, lease or otherwise dispose of any of its assets to, or, in
the case of a Subsidiary, issue or sell any Equity Interests in such Subsidiary
to, any Person (other than the Company or a Subsidiary), except that, so long as
no Default would result under any other provision of this Agreement:

            (a) any Person may merge with and into the Company or any Subsidiary
      Guarantor; provided that the Company or such Subsidiary Guarantor, as the
      case may be, is the surviving Person;

            (b) any Person other than the Company or a Subsidiary Guarantor may
      merge with and into any Subsidiary that is not a Subsidiary Guarantor;
      provided that such Subsidiary is the surviving Person;

            (c) subject to Section 6.07, the Company or any Subsidiary may sell,
      lease or otherwise dispose of any of its assets to the Company or any
      other Subsidiary;

            (d) the Company or any Subsidiary may sell, lease or otherwise
      dispose of any of its inventory in the ordinary course of business and any
      of its assets which are obsolete, excess or unserviceable;

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                                                                              63


            (e) any Foreign Subsidiary may sell Receivables in one or more
      transactions in the ordinary course of business and consistent with past
      practice, the proceeds of which transactions are used for working capital;

            (f) the Company and the Subsidiaries may carry out sale and
      leaseback transactions permitted under Section 6.06;

            (g) the Company or any Subsidiary may sell or otherwise dispose of
      Equity Interests in any Subsidiary, and any Subsidiary may issue and sell
      its Equity Interests, to one or more Persons other than the Company and
      the Subsidiaries in an aggregate amount for all such transactions that
      will not result in Subsidiaries in which Persons other than the Company
      and the Subsidiaries hold minority interests representing more than 7.5%
      of Consolidated Tangible Net Worth; and

            (h) the Company or any Subsidiary may sell, lease or otherwise
      dispose of any of its assets for fair value (other than as permitted by
      clauses (a) through (g) above); provided that (i) no such transaction,
      when taken together with all previous such transactions, shall result in
      all or substantially all of the assets of the Company and the Subsidiaries
      having been sold or otherwise disposed of, (ii) no such transaction shall
      result in a reduction in the percentage of the Equity Interests of any
      Subsidiary owned directly or indirectly by the Company unless all the
      Equity Interests in such Subsidiary owned directly or indirectly by the
      Company are disposed of and (iii) the Net Proceeds from any such
      transaction shall be used to prepay Loans to the extent required under and
      in accordance with Section 2.10(c).

            SECTION 6.04. Transactions with Affiliates. The Company will not,
and will not permit any of the Subsidiaries to, directly or indirectly, pay any
funds to or for the account of, make any investment in or engage in any
transaction with any Affiliate (other than the Company or a Subsidiary none of
the Equity Interests in which are owned directly or indirectly by an Affiliate
of the Company that is not a Subsidiary), except that:

            (a) the Company may declare and pay any dividend permitted by
      Section 6.05;

            (b) the Company or any Subsidiary may make payments or provide
      compensation, and reimburse related expenses, for services rendered by (i)
      any Affiliate who is an officer, director or employee of the Company or
      any Subsidiary and (ii) J. Spencer Standish;

            (c) the Company or any Subsidiary may make any investment permitted
      by Section 6.07;

            (d) the Company or any Subsidiary may make sales to or purchases
      from any Affiliate and, in connection therewith, extend credit, may make
      payments or provide compensation for services rendered by any Affiliate,
      and may engage in any other transaction with any Affiliate, in each case
      in the ordinary course of

<PAGE>
                                                                              64


      business and consistent with past practice and on terms and conditions at
      least as favorable to the Company or such Subsidiary as the terms and
      conditions that would apply (i) in an arm's length transaction with a
      Person not an Affiliate or (ii) in the case of a transaction relating to
      pension, deferred compensation, insurance or other benefit plans with an
      Affiliate employee, in a similar transaction with a non-Affiliate
      employee; and

            (e) the Company or any Subsidiary may engage in transactions with
      the entities listed on Schedule 6.04 to the extent consistent with past
      practice.

            SECTION 6.05. Restricted Payments. The Company will not declare or
make any Restricted Payment unless, immediately after giving effect to such
Restricted Payment, (a) the Leverage Ratio does not exceed 2.25 to 1.00 and (b)
no Default shall have occurred and be continuing.

            SECTION 6.06. Limitations on Sale-Leasebacks. The Company will not,
and will not permit any of the Subsidiaries to, enter into any arrangement,
directly or indirectly, with any Person whereby the Company or such Subsidiary
shall sell or transfer property, whether now owned or hereafter acquired, and
then or thereafter rent or lease as lessee such property or any part thereof or
any other property which the Company or any Subsidiary intends to use for
substantially the same purpose or purposes as the property being sold or
transferred, unless (a) such transaction is effected within 180 days of the
property being placed in service by the Company or such Subsidiary and results
in a lease obligation incurred or assumed for the purpose of financing all or
any part of the cost of acquiring such property, (b) the Net Proceeds from any
such transaction are used to prepay Loans under and in accordance with Section
2.10(c) or (c) after giving effect to any such sale or transfer, the aggregate
fair market value of all property of the Company and its Subsidiaries so sold or
transferred after the date hereof, and not permitted under clauses (a) or (b)
above, does not exceed $75,000,000.

            SECTION 6.07. Investments, Loans, Advances, Guarantees and
Acquisitions. The Company will not, and will not permit any of the Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a Subsidiary prior to such merger) any Equity Interests, evidences
of Indebtedness or other securities (other than any Hedging Agreement entered
into in the ordinary course of business) of, make or permit to exist any loans
or advances (excluding accounts receivable arising out of the sale of goods and
services reflected on the Company's consolidated balance sheet as current
assets) to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit, except:

            (a) Permitted Investments;

            (b) (i) investments existing on the date hereof in the capital stock
      of Subsidiaries or in Indebtedness of Subsidiaries and (ii) other
      investments existing on the date hereof and set forth on Schedule 6.07;

<PAGE>
                                                                              65


            (c) acquisitions of assets of or Equity Interests in other Persons
      with an aggregate fair market value for all such acquisitions not to
      exceed $250,000,000 for consideration consisting solely of common stock of
      the Company;

            (d) acquisitions of assets of or Equity Interests in other Persons
      if, at the time of and after giving pro forma effect to each such
      acquisition and any related incurrences of Indebtedness, the Leverage
      Ratio is less than 2.50 to 1.00;

            (e) (i) any investment, loan or advance by a Loan Party in or to
      another Loan Party, (ii) any investment, loan or advance by a Subsidiary
      that is not a Loan Party in or to a Loan Party, (iii) any investment, loan
      or advance by any Subsidiary that is not a Loan Party to any other
      Subsidiary that is not a Loan Party and (iv) any investment, loan or
      advance by any Loan Party to any Subsidiary that is not a Loan Party;
      provided that each investment, loan or advance referred to in the
      preceding clause (iv) must be in an outstanding principal amount which,
      together with the aggregate outstanding principal amount of all other
      investments, loans and advances permitted by such clause (iv), shall not
      exceed $75,000,000 at any time;

            (f) Guarantees by a Subsidiary constituting Indebtedness permitted
      by Section 6.01 (provided that a Subsidiary shall not Guarantee any
      obligation of the Company unless such Subsidiary also has Guaranteed the
      Obligations of the Company hereunder) and Guarantees by the Company of
      Indebtedness of a Subsidiary permitted by Section 6.01;

            (g) investments received in connection with the bankruptcy or
      reorganization of, or settlement of delinquent accounts and disputes with,
      customers and suppliers, in each case in the ordinary course of business;

            (h) loans or other advances to employees consistent with past
      practice; and

            (i) other investments not permitted under clauses (a) through (h)
      above in an aggregate amount not exceeding $75,000,000 at any time.

            SECTION 6.08. Leverage Ratio. The Company will not permit the
Leverage Ratio on any date to exceed 3.00 to 1.00.

            SECTION 6.09. Interest Coverage Ratio. The Company will not permit
the ratio of Consolidated EBITDA to Consolidated Interest Expense for any period
of four fiscal quarters, commencing with the period ending December 31, 2003, to
be less than 3.00 to 1.00.

            SECTION 6.10. Lines of Business. The Company will not, and will not
permit any of the Subsidiaries to, engage at any time in any business or
business activity other than a business conducted by the Company and its
Subsidiaries on the date hereof and business activities reasonably related
thereto.

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                                                                              66


                                  ARTICLE VII

                                Events of Default

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

            (a) any Borrower shall fail to pay any principal of any Loan or any
      reimbursement obligation in respect of any LC Disbursement when and as the
      same shall become due and payable, whether at the due date thereof or at a
      date fixed for prepayment thereof or otherwise;

            (b) any Borrower shall fail to pay any interest on any Loan or any
      fee or any other amount (other than an amount referred to in clause (a) of
      this Article) payable under this Agreement or any other Loan Document,
      when and as the same shall become due and payable, and such failure shall
      continue unremedied for a period of five days;

            (c) any representation or warranty made or deemed made by or on
      behalf of the Company or any Subsidiary in or in connection with any Loan
      Document or any amendment or modification thereof or waiver thereunder, or
      in any report, certificate, financial statement or other document
      furnished pursuant to or in connection with any Loan Document or any
      amendment or modification thereof or waiver thereunder, shall prove to
      have been incorrect in any material respect when made or deemed made;

            (d) the Company or any Subsidiary shall fail to observe or perform
      any covenant, condition or agreement contained in Section 5.02, 5.03 (with
      respect to the existence of any Borrower) or 5.09 or in Article VI;

            (e) any Loan Party shall fail to observe or perform any covenant,
      condition or agreement contained in any Loan Document (other than those
      specified in clause (a), (b) or (d) of this Article), and such failure
      shall continue unremedied for a period of 30 days after notice thereof
      from the Administrative Agent to the Company (which notice will be given
      at the request of any Lender);

            (f) the Company or any Subsidiary shall fail to make any payment
      (whether of principal or interest and regardless of amount) in respect of
      any Material Indebtedness, when and as the same shall become due and
      payable;

            (g) any event or condition occurs that results in any Material
      Indebtedness becoming due prior to its scheduled maturity or that enables
      or permits (with or without the giving of notice, the lapse of time or
      both) the holder or holders of any Material Indebtedness or any trustee or
      agent on its or their behalf to cause any Material Indebtedness to become
      due, or to require the prepayment, repurchase, redemption or defeasance
      thereof, prior to its scheduled maturity; provided that this clause (g)
      shall not apply to secured Indebtedness that becomes due as a result of
      the voluntary sale or transfer of the property or assets securing such
      Indebtedness;

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                                                                              67


            (h) an involuntary proceeding shall be commenced or an involuntary
      petition shall be filed seeking (i) liquidation, reorganization or other
      relief in respect of the Company or any Material Subsidiary or its debts,
      or of a substantial part of its assets, under any Federal, state or
      foreign bankruptcy, insolvency, receivership or similar law now or
      hereafter in effect or (ii) the appointment of a receiver, trustee,
      custodian, sequestrator, conservator or similar official for the Company
      or any Material Subsidiary or for a substantial part of its assets, and,
      in any such case, such proceeding or petition shall continue undismissed
      for 60 days or an order or decree approving or ordering any of the
      foregoing shall be entered;

            (i) the Company or any Material Subsidiary shall (i) voluntarily
      commence any proceeding or file any petition seeking liquidation,
      reorganization or other relief under any Federal, state or foreign
      bankruptcy, insolvency, receivership or similar law now or hereafter in
      effect, (ii) consent to the institution of, or fail to contest in a timely
      and appropriate manner, any proceeding or petition described in clause (h)
      of this Article, (iii) apply for or consent to the appointment of a
      receiver, trustee, custodian, sequestrator, conservator or similar
      official for the Company or any Material Subsidiary or for a substantial
      part of its assets, (iv) file an answer admitting the material allegations
      of a petition filed against it in any such proceeding, (v) make a general
      assignment for the benefit of creditors or (vi) take any action for the
      purpose of effecting any of the foregoing;

            (j) the Company or any Material Subsidiary shall become unable,
      admit in writing its inability or fail generally to pay its debts as they
      become due;

            (k) one or more judgments for the payment of money in an aggregate
      amount in excess of $10,000,000 shall be rendered against the Company, any
      Subsidiary or any combination thereof and the same shall remain
      undischarged for a period of 30 consecutive days during which execution
      shall not be effectively stayed, or any action shall be legally taken by a
      judgment creditor to attach or levy upon any assets of the Company or any
      Subsidiary to enforce any such judgment;

            (l) an ERISA Event shall have occurred that, in the opinion of the
      Required Lenders, when taken together with all other unsatisfied
      liabilities in connection with ERISA Events that have occurred, could
      reasonably be expected to result in liability of the Company and the
      Subsidiaries in an aggregate amount exceeding (i) $10,000,000 in any year
      or (ii) $25,000,000 in the aggregate;

            (m) any guarantee of any Guarantor hereunder or under the Subsidiary
      Guarantee Agreement shall cease to be, or shall be asserted by any Loan
      Party not to be, a legal, valid and binding obligation of such Guarantor;
      or

            (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Company
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of

<PAGE>
                                                                              68


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

                                  ARTICLE VIII

                                   The Agents

            In order to expedite the transactions contemplated by this
Agreement, JPMCB is hereby appointed to act as Administrative Agent, and JPMEL
is hereby appointed to act as London Agent, on behalf of the Lenders and each
Issuing Bank. Each of the Lenders, each assignee of any such Lender and each
Issuing Bank hereby irrevocably authorizes the Agents to take such actions on
behalf of such Lender or assignee or such Issuing Bank and to exercise such
powers as are delegated to the Agents by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto. The
Administrative Agent and, to the extent expressly provided herein, the London
Agent are hereby expressly authorized by the Lenders and each Issuing Bank,
without hereby limiting any implied authority, (a) to receive on behalf of the
Lenders and the Issuing Banks all payments of principal of and interest on the
Loans, all payments in respect of LC Disbursements and all other amounts due to
the Lenders hereunder, and promptly to distribute to each Lender or Issuing Bank
its proper share of each payment so received; (b) to give notice on behalf of
each of the Lenders to the Company of any Event of Default specified in this
Agreement of which the Administrative Agent has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by the
Company or any other Loan Party pursuant to this Agreement or the other Loan
Documents as received by the Administrative Agent. Without limiting the
generality of the foregoing, if all applicable mandatory prepayments under
Section 2.10(c) shall have been made or arrangements therefor satisfactory to
the Administrative Agent shall have been entered into, the Administrative Agent
is hereby expressly authorized to release any Guarantor from its obligations
hereunder and under the other Loan Documents, in the event that all the capital
stock of such Guarantor shall

<PAGE>
                                                                              69


be sold, transferred or otherwise disposed of to a Person that is not an
Affiliate of the Company in a transaction permitted by Section 6.03.

            With respect to any Loans made by it hereunder, each Agent in its
individual capacity and not as Agent shall have the same rights and powers as
any other Lender and may exercise the same as though it were not an Agent, and
the Agents and their Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Company or any Subsidiary or
other Affiliate thereof as if it were not an Agent.

            The Agents shall not have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (a) no Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) no
Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that the Agent is required to exercise upon
receipt of notice in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.02), and (c) except as expressly set forth in the Loan
Documents, no Agent shall have any duty to disclose, and no Agent shall be
liable for the failure to disclose, any information relating to the Company or
any of its Subsidiaries that is communicated to or obtained by the institution
serving as Agent or any of its Affiliates in any capacity. No Agent shall be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
10.02) or in the absence of its own gross negligence or wilful misconduct. No
Agent shall be deemed to have knowledge of any Default unless and until written
notice thereof is given to such Agent by the Company or a Lender, and no Agent
shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to such Agent.

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

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                                                                              70


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

            Subject to the appointment and acceptance of a successor Agent as
provided in this paragraph, any Agent may resign at any time by notifying the
Lenders, the Issuing Banks and the Company. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Company, to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Agent gives notice of its resignation, then the retiring Agent may,
on behalf of the Lenders and the Issuing Banks, appoint a successor Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After the
Agent's resignation hereunder, the provisions of this Article and Section 10.03
shall continue in effect for the benefit of such retiring Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while it was acting as Agent.

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

                                   ARTICLE IX

                                    Guarantee

            In order to induce the Lenders to make Loans hereunder and the
Issuing Banks to issue the Letters of Credit, the Company hereby irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, the
due and punctual payment and performance of the Obligations. The Company further
agrees that the Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from it, and that it will remain bound upon
its Guarantee hereunder

<PAGE>
                                                                              71


notwithstanding any such extension or renewal of any Obligation. Each and every
default in payment of the principal of and premium, if any, or interest on any
Obligation shall give rise to a separate cause of action hereunder, and separate
suits may be brought hereunder as each cause of action arises. The Company
waives presentment to, demand of payment from and protest to any Borrowing
Subsidiary or any other Loan Party of any of the Obligations, and also waives
notice of acceptance of its guarantee and notice of protest for nonpayment.

            The obligations of the Company hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Obligations), including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense or setoff, counterclaim, recoupment or termination whatsoever, by
reason of the invalidity, illegality or unenforceability of the Obligations, any
impossibility in the performance of the Obligations or otherwise. Without
limiting the generality of the foregoing, the obligations of the Company
hereunder shall not be affected by (a) the failure of any Lender, any Issuing
Bank, any Agent or any other Person to whom any of the Obligations are or shall
be owed (collectively, the "Guarantee Beneficiaries") to assert any claim or
demand or to enforce or exercise any right or remedy under the provisions of
this Agreement, any other Loan Document or otherwise, (b) any extension or
renewal of any of the Obligations, (c) any rescission, waiver, amendment or
modification of, or release from any of the terms or provisions of, this
Agreement, any Borrowing Subsidiary Agreement, any other Loan Document or any
other agreement, (d) any default, failure or delay, wilful or otherwise, in the
performance of the Obligations or (e) any other act, omission or delay to do any
other act which may or might in any manner or to any extent vary the risk of the
Company or otherwise operate as a discharge of the Company as a matter of law or
equity (other than the indefeasible payment in full in cash of the Obligations)
or which would impair or eliminate any right of the Company to subrogation.

            The Company further agrees that its guarantee hereunder constitutes
a guarantee of payment when due (whether or not any bankruptcy or similar
proceeding shall have stayed the accrual or collection of any of the Obligations
or operated as a discharge thereof) and not merely of collection, and waives any
right to require that any resort be had by any Guarantee Beneficiary to any
balance of any deposit account or credit on the books of any Guarantee
Beneficiary in favor of any Borrower, any other Loan Party or any other Person.

            To the fullest extent permitted by applicable law, the Company
waives any defense based on or arising out of any defense of any Borrower or any
other Loan Party or the unenforceability of the Obligations or any part thereof
from any cause, or the cessation from any cause of the liability of any Borrower
or any other Loan Party, other than the indefeasible payment in full in cash of
all the Obligations. The Guarantee Beneficiaries may, at their election,
compromise or adjust any part of the Obligations, make any other accommodation
with any Borrower or any other Loan Party or exercise any other right or remedy
available to them against any Borrower or any other Loan Party, without
affecting or impairing in any way the liability of the Company hereunder

<PAGE>
                                                                              72


except to the extent the Obligations have been fully and indefeasibly paid in
cash. To the fullest extent permitted by applicable law, the Company waives any
defense arising out of any such election even though such election operates,
pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of the Company against any
Borrower or any other Loan Party, as the case may be.

            The Company further agrees that its guarantee hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Obligation is rescinded or must otherwise
be restored by any Guarantee Beneficiary upon the bankruptcy or reorganization
of any Borrower or otherwise.

            In furtherance of the foregoing and not in limitation of any other
right that any Guarantee Beneficiary may have at law or in equity against the
Company by virtue hereof, upon the failure of any Borrowing Subsidiary or any
other Loan Party to pay any Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise,
the Company hereby promises to and will, upon receipt of written demand by any
Agent, forthwith pay, or cause to be paid, to the Applicable Agent for
distribution to the applicable Guarantee Beneficiaries in cash an amount equal
to the sum of (i) the unpaid principal amount of such Obligations then due, (ii)
accrued and unpaid interest and fees on such Obligations and (iii) all other
monetary Obligations then due. The Company further agrees that if payment in
respect of any Obligation shall be due in a currency other than US Dollars
and/or at a place of payment other than New York and if, by reason of any Change
in Law, disruption of currency or foreign exchange markets, war or civil
disturbance or similar event, payment of such Obligation in such currency or at
such place of payment shall be impossible or, in the judgment of any Guarantee
Beneficiary, not consistent with the protection of its rights or interests,
then, at the election of such Guarantee Beneficiary, the Company shall make
payment of such Obligation in US Dollars (based upon the applicable Exchange
Rate in effect on the date of payment) and/or in New York, and shall indemnify
such Guarantee Beneficiary against any losses or expenses that it shall sustain
as a result of such alternative payment.

            Upon payment in full by the Company of any Obligation, each Lender
shall, in a reasonable manner, assign to the Company the amount of such
Obligation owed to it and so paid, such assignment to be pro tanto to the extent
to which the Obligation in question was discharged by the Company, or make such
disposition thereof as the Company shall direct (all without recourse to any
Guarantee Beneficiary and without any representation or warranty by any
Guarantee Beneficiary).

            Upon payment by the Company of any sums to the Applicable Agent as
provided above, all rights of Company against any Borrowing Subsidiary or any
other Loan Party arising as a result thereof by way of right of subrogation or
otherwise shall in all respects be subordinated and junior in right of payment
to the prior indefeasible payment in full in cash of all the Obligations owed by
such Borrowing Subsidiary or such other Loan Party to the Guarantee
Beneficiaries.

<PAGE>
                                                                              73


            Nothing shall discharge or satisfy the liability of the Company
hereunder except the full performance and payment of the Obligations.

            Each reference herein to any Guarantee Beneficiary shall be deemed
to include their or its successors and assigns, in whose favor the provisions of
this Guarantee shall also inure.

                                   ARTICLE X

                                  Miscellaneous

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

            (a) if to the Company or any Borrowing Subsidiary, to it, or to it
      in care of the Company, as the case may be, at 1373 Broadway, Albany, New
      York 12204, Attention of David C. Michaels, Treasurer (Facsimile No. (518)
      447-6305);

            (b) if to the Administrative Agent, to JPMorgan Chase Bank, Deal
      Management Team, Loan and Agency Services Group, 1111 Fannin Street, 10th
      Floor, Houston, Texas 77002, Attention of Denise Ramon (Facsimile No.
      (713) 750-2938), with a copy to JPMorgan Chase Bank, 12 Corporate Woods
      Boulevard, 4th Floor, Albany, New York 12211, Attention of James E. Murphy
      (Facsimile No. (518) 436-9811);

            (c) if to the London Agent, to J.P. Morgan Europe Limited, 125
      London Wall, 9th Floor, London, England EC2Y5AJ, Attention of Caroline
      Walsh (Facsimile No. 011-44-207-777-2360); with a copy to the
      Administrative Agent as provided in paragraph (b) above;

            (d) if to the Swingline Lender, to JPMorgan Chase Bank, 1111 Fannin
      Street, 10th Floor, Houston, Texas 77002, Attention of Denise Ramon
      (Facsimile No. (713) 750-2938), with a copy to JPMorgan Chase Bank, 12
      Corporate Woods Boulevard, 4th Floor, Albany, New York 12211, Attention of
      James E. Murphy (Facsimile No. (518) 436-9811); and

            (e) if to the Issuing Bank, to JPMorgan Chase Bank, 1111 Fannin
      Street, 10th Floor, Houston, Texas 77002, Attention of Denise Ramon
      (Facsimile No. (713) 750-2938), with a copy to JPMorgan Chase Bank, 12
      Corporate Woods Boulevard, 4th Floor, Albany, New York 12211, Attention of
      James E. Murphy (Facsimile No. (518) 436-9811); and

<PAGE>
                                                                              74


            (f) if to any other Lender or Issuing Bank, to it at its address (or
      telecopy number) set forth in its Administrative Questionnaire.

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

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

            (b) Neither this Agreement nor any other Loan Document (other than
any Alternate Currency Supplement) nor any provision hereof or thereof may be
waived, amended or modified except, in the case of this Agreement, pursuant to
an agreement or agreements in writing entered into by the Company and the
Required Lenders or, in the case of any other Loan Document (other than any
Alternate Currency Supplement), pursuant to an agreement or agreements in
writing entered into by the Administrative Agent and the Loan Party or Loan
Parties that are parties thereto, in each case with the consent of the Required
Lenders; provided that no such agreement shall (i) increase any Commitment of
any Lender without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or
reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the date of any scheduled payment of the
principal amount of any Loan or LC Disbursement, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender affected thereby, (iv) change Section 2.18(b)
or (c) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender affected thereby, (v) change
any of the provisions of this Section or the definition of "Required Lenders" or
any other provision of any Loan Document specifying the number or percentage of
Lenders required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender, (vi) release (A) the Company from its obligations as a

<PAGE>
                                                                              75


Guarantor hereunder or (B) all or substantially all the other Guarantors from
their obligations under the Subsidiary Guarantee Agreement without the written
consent of each Lender, or (vii) subordinate the Obligations to any other
Indebtedness without the consent of each affected Lender; provided further that
(A) no such agreement shall amend, modify or otherwise affect the rights or
duties of any Agent, any Issuing Bank, any Fronting Lender or the Swingline
Lender without the prior written consent of such Agent, such Issuing Bank, such
Fronting Lender or the Swingline Lender, as the case may be. No Alternate
Currency Supplement nor any provision thereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by each of
the parties thereto.

            SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Company
shall pay (i) all reasonable out-of-pocket expenses incurred by the Arranger,
the Agents and their Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Arranger and the Agents, in connection with the
syndication of the revolving credit facility provided for herein, the
preparation and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by any Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all reasonable out-of-pocket
expenses incurred by any Agent, any Issuing Bank or any Lender, including the
fees, charges and disbursements of counsel for any Agent, any Issuing Bank or
any Lender, in connection with the enforcement or protection of its rights in
connection with the Loan Documents, including its rights under this Section, or
in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.

            (b) The Company shall indemnify the Arranger, each Agent, each
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with or as a result of (i) the execution or
delivery of any Loan Document or any other agreement or instrument contemplated
hereby or thereby, the performance by the parties to the Loan Documents of their
respective obligations thereunder or the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by an Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property owned or operated by the Company or any of its
Subsidiaries, or any Environmental Liability related in any way to the Company
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the

<PAGE>
                                                                              76


extent that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee or a Related Party of such Indemnitee.

            (c) Each Revolving Lender severally agrees to the extent that the
Company fails to pay any amount required to be paid by it to any Agent, any
Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section,
to pay to such Agent, such Issuing Bank or the Swingline Lender, as the case may
be, such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against such Agent or Issuing Bank or the Swingline Lender in its
capacity as such.

            (d) To the extent permitted by applicable law, the Company shall
not, and shall not permit its Subsidiaries to, assert, and hereby waives, any
claim against any Indemnitee on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

            (e) All amounts due under this Section shall be payable promptly
after written demand therefor.

            SECTION 10.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i)
a Borrower and a Guarantor may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any such attempted assignment or transfer by a Borrower or a Guarantor
without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with
this Section. 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 (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), Participants (to the extent
provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agents, the Issuing
Banks and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii) of
this Section, any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it) with the prior written
consent (such consent not to be unreasonably withheld) of:

<PAGE>
                                                                              77


                        (A) the Company, provided that no consent of the Company
            shall be required for an assignment to a Lender, an Affiliate of a
            Lender, an Approved Fund or, if an Event of Default under clause
            (a), (b), (h) or (i) of Article VII has occurred and is continuing,
            any other assignee; and

                        (B) the Administrative Agent and each Issuing Bank,
            provided that no consent of the Administrative Agent shall be
            required for an assignment of any Commitment to an assignee that is
            a Lender with a Commitment immediately prior to giving effect to
            such assignment.

            (ii) Assignments shall be subject to the following additional
conditions:

                        (A) except in the case of an assignment to a Lender, an
            Affiliate of a Lender or an Approved Fund or an assignment of the
            entire remaining amount of the assigning Lender's Commitment or
            Loans of any Class, the amount of the Commitment or Loans of the
            assigning Lender subject to each such assignment (determined as of
            the date the Assignment and Assumption with respect to such
            assignment is delivered to the Administrative Agent) shall not be
            less than $5,000,000 unless each of the Company and the
            Administrative Agent otherwise consents, provided that no such
            consent of the Company shall be required if an Event of Default
            under clause (a), (b), (h) or (i) of Article VII has occurred and is
            continuing;

                        (B) 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;

                        (C) the parties to each assignment shall execute and
            deliver to the Administrative Agent an Assignment and Assumption,
            together with a processing and recordation fee of $3,500; and

                        (D) the assignee, if it shall not be a Lender, shall
            deliver to the Administrative Agent an Administrative Questionnaire.

            For the purpose of this Section 10.04(b), the term "Approved Fund"
has the following meaning:

            "Approved Fund" means any Person (other than a natural person) that
is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and 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.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall,

<PAGE>
                                                                              78


to the extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.14, 2.16, 2.17
and 10.03). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitment of, and principal amount of the
Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrowers, the Agents, the Issuing Banks and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by any
Borrower, any Issuing Bank and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

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

            (c) (i) Any Lender may, without the consent of any Borrower, any
Agent, any Issuing Bank or the Swingline Lender, sell participations to one or
more banks or other entities (a "Participant") in all or a portion of such
Lender's rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided that (A) such Lender's
obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrowers, the Agents, the Issuing Banks 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, modification or waiver described in the first proviso to Section
10.02(b) that affects such Participant. Subject to

<PAGE>
                                                                              79


paragraph (c)(ii) of this Section, each Borrower agrees that each Participant
shall be entitled to the benefits of Sections 2.14, 2.16 and 2.17 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08 as though it
were a Lender, provided such Participant agrees to be subject to Section 2.18(c)
as though it were a Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.14 or 2.17 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
Company's prior written consent. A Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 2.17 unless
the applicable Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the applicable
Borrower, to comply with Section 2.17(e) as though it were a Lender.

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

            SECTION 10.05. Survival. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that any Agent, any Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.14, 2.16, 2.17 and 10.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof.

            SECTION 10.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents, and any separate letter agreements with respect to
fees payable to the Administrative

<PAGE>
                                                                              80


Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement.

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

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

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

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

<PAGE>
                                                                              81


or any other Loan Document against any Borrower or its properties in the courts
of any jurisdiction.

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

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

            SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

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

            SECTION 10.12. Confidentiality. Each Agent, Issuing Bank and Lender
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, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing

<PAGE>
                                                                              82


provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Company
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the any
Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source
other than the Company. For the purposes of this Section, "Information" means
all information received from the Company relating to the Company or its
business, other than any such information that is available to any Agent, any
Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the
Company. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

            SECTION 10.13. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

            (b) The obligations of each party hereto in respect of any sum due
to any other party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such party agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Applicable
Creditor against such loss. The obligations of the parties contained in this
Section shall survive the termination of this Agreement and the payment of all
other amounts owing hereunder.

            SECTION 10.14. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively, the "Charges"), shall exceed
the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges

<PAGE>
                                                                              83


payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

<PAGE>
                                                                              84


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

                                       ALBANY INTERNATIONAL CORP.,

                                         by
                                                   Michael C. Nahl
                                            ------------------------------
                                            Name:  Michael C. Nahl
                                            Title: Senior Vice President &
                                                   Chief Financial Officer

                                       JPMORGAN CHASE BANK,
                                       individually and as Administrative Agent,

                                         by
                                                   James E. Murphy
                                            ------------------------------
                                            Name:  James E. Murphy
                                            Title: Vice President

                                       J.P. MORGAN EUROPE LIMITED,
                                       as London Agent,

                                         by
                                                   N. Hall
                                            ------------------------------
                                            Name:  N. Hall
                                            Title: Associate

<PAGE>
                                                                              85


                                       ABN AMRO BANK N.V.,

                                         by
                                                   Alexander M. Blodi
                                            ------------------------------
                                            Name:  Alexander M. Blodi
                                            Title: Director

                                         by
                                                   Eric Oppenheimer
                                            ------------------------------
                                            Name:  Eric Oppenheimer
                                            Title: Vice President

                                       BANKNORTH, N.A.,

                                         by
                                                   Robert C. Hergrueter
                                            ------------------------------
                                            Name:  Robert C. Hergrueter
                                            Title: Senior Vice President

                                       BANK OF TOKYO-MITSUBISHI TRUST COMPANY,

                                         by
                                                   Ro Toyoshima
                                            ------------------------------
                                            Name:  Ro Toyoshima
                                            Title: Vice President

                                       CITIZENS BANK OF MASSACHUSETTS,

                                         by
                                                   Daniel G. Eastman
                                            ------------------------------
                                            Name:  Daniel G. Eastman
                                            Title: Senior Vice President

                                       FLEET NATIONAL BANK,

                                         by
                                                   James M. Marini
                                            ------------------------------
                                            Name:  James M. Marini
                                            Title: Senior Vice President

                                       HSBC BANK USA,

                                         by
                                                   Charles B. Kreuter
                                            ------------------------------
                                            Name:  Charles B. Kreuter
                                            Title: Vice President

<PAGE>
                                                                              86


                                       MANUFACTURERS AND TRADERS
                                       TRUST COMPANY,

                                         by
                                                   Craig A. Keefer
                                            ------------------------------
                                            Name:  Craig A. Keefer
                                            Title: Vice President

                                       NORDEA BANK FINLAND PLC,

                                         by
                                                   Gerald E. Chelius
                                            ------------------------------
                                            Name:  Gerald E. Chelius
                                            Title: SVP Credit

                                         by
                                                   Henrik M. Steffensen
                                            ------------------------------
                                            Name:  Henrik M. Steffensen
                                            Title: First Vice President

                                       SCOTIABANK INC.,

                                         by
                                                   William E. Zarrett
                                            ------------------------------
                                            Name:  William E. Zarrett
                                            Title: Managing Director

                                       SUMITOMO MITSUI BANKING CORPORATION,

                                         by
                                                   Leo E. Pagarigan
                                            ------------------------------
                                            Name:  Leo E. Pagarigan
                                            Title: Senior Vice President

                                       THE TROY SAVINGS BANK,

                                         by
                                                   Stephan von Schenk
                                            ------------------------------
                                            Name:  Stephan von Schenk
                                            Title: Vice President

                                       UFJ BANK LIMITED,

                                         by
                                                   Russell Bohner
                                            ------------------------------
                                            Name:  Russell Bohner
                                            Title: Vice President

<PAGE>
                                                                              87


                                       WACHOVIA BANK, N.A.,

                                         by
                                                   Diane Bredehoft
                                            ------------------------------
                                            Name:  Diane Bredehoft
                                            Title: Vice President

</TEXT>
</DOCUMENT>
