FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC
CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>b47134crexv10w1.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                                                   [CONFORMED COPY WITH EXHIBITS
                                                  G AND H CONFORMED AS EXECUTED]






                                CREDIT AGREEMENT


                                      among


                  FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.,

                      FAIRCHILD SEMICONDUCTOR CORPORATION,

                                VARIOUS LENDERS,


                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                            as ADMINISTRATIVE AGENT,


                              FLEET NATIONAL BANK,
                              as SYNDICATION AGENT,


                                       and


                           CREDIT SUISSE FIRST BOSTON,
                          LEHMAN COMMERCIAL PAPER INC.
                                       and
                      MORGAN STANLEY SENIOR FUNDING, INC.,
                           as CO-DOCUMENTATION AGENTS


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

                            Dated as of June 19, 2003

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




     DEUTSCHE BANK SECURITIES INC.,              FLEET SECURITIES, INC.,
       as JOINT LEAD ARRANGER and              as JOINT LEAD ARRANGER and
       JOINT BOOK RUNNING MANAGER              JOINT BOOK RUNNING MANAGER

         (DEUTSCHE BANK LOGO)                         (FLEET LOGO)
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>            <C>                                                         <C>
SECTION 1.     Amount and Terms of Credit................................     1

      1.01     The Commitments...........................................     1
      1.02     Minimum Amount of Each Borrowing..........................     4
      1.03     Notice of Borrowing.......................................     4
      1.04     Disbursement of Funds.....................................     5
      1.05     Notes.....................................................     5
      1.06     Conversions...............................................     7
      1.07     Pro Rata Borrowings.......................................     7
      1.08     Interest..................................................     8
      1.09     Interest Periods..........................................     8
      1.10     Increased Costs, Illegality, etc..........................     9
      1.11     Compensation..............................................    11
      1.12     Change of Lending Office..................................    12
      1.13     Replacement of Lenders....................................    12

SECTION 2.     Letters of Credit.........................................    13

      2.01     Letters of Credit.........................................    13
      2.02     Maximum Letter of Credit Outstandings; Final Maturities...    14
      2.03     Letter of Credit Requests; Minimum Stated Amount..........    14
      2.04     Letter of Credit Participations...........................    15
      2.05     Agreement to Repay Letter of Credit Drawings..............    17
      2.06     Increased Costs...........................................    17

SECTION 3.     Commitment Commission; Fees; Reductions of Commitment.....    18

      3.01     Fees......................................................    18
      3.02     Voluntary Termination of Unutilized Revolving Loan
               Commitments...............................................    19
      3.03     Mandatory Reduction of Commitments........................    20

SECTION 4.     Prepayments; Payments; Taxes..............................    20

      4.01     Voluntary Prepayments.....................................    20
      4.02     Mandatory Repayments......................................    21
      4.03     Method and Place of Payment...............................    25
      4.04     Net Payments..............................................    25

SECTION 5.     Conditions Precedent to Credit Events on the Initial
               Borrowing Date............................................    27

      5.01     Effective Date; Notes.....................................    27
      5.02     Officer's Certificate.....................................    27
      5.03     Opinions of Counsel.......................................    27
      5.04     Corporate Documents; Proceedings; etc.....................    28
      5.05     Refinancing, etc..........................................    28
      5.06     Existing Cash and Indebtedness............................    29
      5.07     Adverse Change, Approvals.................................    29
      5.08     Litigation................................................    30
</TABLE>

                                      (i)
<PAGE>
<TABLE>
<S>            <C>                                                         <C>
      5.09     Pledge Agreement..........................................    30
      5.10     Subsidiaries Guaranties...................................    30
      5.11     Pro Forma Balance Sheet; Projections......................    30
      5.12     Solvency Certificate......................................    30
      5.13     Fees, etc.................................................    30

SECTION 6.     Conditions Precedent to All Credit Events.................    30

      6.01     No Default; Representations and Warranties................    30
      6.02     Notice of Borrowing; Letter of Credit Request.............    31
      6.03     No Excess Cash............................................    31

SECTION 7.     Representations, Warranties and Agreements................    31

      7.01     Organizational Status.....................................    32
      7.02     Power and Authority.......................................    32
      7.03     No Violation..............................................    32
      7.04     Approvals.................................................    32
      7.05     Financial Statements; Financial Condition; Undisclosed
               Liabilities; Projections..................................    33
      7.06     Litigation................................................    34
      7.07     True and Complete Disclosure..............................    34
      7.08     Use of Proceeds; Margin Regulations.......................    34
      7.09     Tax Returns and Payments..................................    35
      7.10     Compliance with ERISA.....................................    35
      7.11     The Security Documents....................................    36
      7.12     Properties................................................    37
      7.13     Capitalization............................................    37
      7.14     Subsidiaries; etc.........................................    38
      7.15     Compliance with Statutes, etc.............................    38
      7.16     Investment Company Act....................................    38
      7.17     Public Utility Holdings Company Act.......................    38
      7.18     Environmental Matters.....................................    38
      7.19     Labor Relations...........................................    39
      7.20     Intellectual Property, etc................................    39
      7.21     Indebtedness..............................................    40
      7.22     Insurance.................................................    40
      7.23     Subordination, etc........................................    40
      7.24     Certain Agreements........................................    40

SECTION 8.     Affirmative Covenants.....................................    41

      8.01     Information Covenants.....................................    41
      8.02     Books, Records and Inspections............................    43
      8.03     Maintenance of Property; Insurance........................    44
      8.04     Existence; Franchises.....................................    44
      8.05     Compliance with Statutes, etc.............................    45
      8.06     Compliance with Environmental Laws........................    45
      8.07     ERISA.....................................................    46
      8.08     End of Fiscal Years; Fiscal Quarters......................    47
      8.09     Performance of Obligations................................    47
</TABLE>
                                      (ii)
<PAGE>
<TABLE>
<S>            <C>                                                         <C>
      8.10     Payment of Taxes..........................................    47
      8.11     Use of Proceeds...........................................    47
      8.12     Additional Security; Further Assurances; etc..............    47
      8.13     Ownership of Subsidiaries; etc............................    50
      8.14     Contributions.............................................    50
      8.15     Permitted Acquisitions....................................    50
      8.16     Post-Closing Actions......................................    52

SECTION 9.     Negative Covenants........................................    52

      9.01     Liens.....................................................    52
      9.02     Consolidation, Merger, Purchase or Sale of Assets, etc....    55
      9.03     Dividends.................................................    57
      9.04     Indebtedness..............................................    59
      9.05     Advances, Investments and Loans...........................    61
      9.06     Transactions with Affiliates..............................    63
      9.07     Consolidated Interest Coverage Ratio......................    63
      9.08     Minimum Consolidated EBITDA...............................    63
      9.09     Senior Leverage Ratio.....................................    63
      9.10     Limitations on Payments of Subordinated Notes;
               Modifications of Subordinated Note Documents,
               Certificate of Incorporation, By-Laws and Certain
               Other Agreements, etc.....................................    64
      9.11     Limitation on Certain Restrictions on Subsidiaries........    65
      9.12     Business, etc.............................................    65
      9.13     Limitation on Creation of Subsidiaries....................    66
      9.14     Limitation on Issuance of Capital Stock...................    66
      9.15     Changes to Legal Names, Organizational Identification
               Numbers, Jurisdiction or Type or Organization.............    66

SECTION 10.    Events of Default.........................................    67

      10.01    Payments..................................................    67
      10.02    Representations, etc......................................    67
      10.03    Covenants.................................................    67
      10.04    Default Under Other Agreements............................    67
      10.05    Bankruptcy, etc...........................................    68
      10.06    ERISA.....................................................    68
      10.07    Security Documents........................................    69
      10.08    Guaranties................................................    69
      10.09    Judgments.................................................    69
      10.10    Change of Control.........................................    69

SECTION 11.    Definitions and Accounting Terms..........................    70

      11.01    Defined Terms.............................................    70

SECTION 12.    The Administrative Agent..................................    93

      12.01    Appointment...............................................    93
      12.02    Nature of Duties..........................................    94
      12.03    Lack of Reliance on the Administrative Agent..............    94
</TABLE>


                                     (iii)
<PAGE>
<TABLE>
<S>            <C>                                                         <C>
      12.04    Certain Rights of the Administrative Agent................    94
      12.05    Reliance..................................................    95
      12.06    Indemnification...........................................    95
      12.07    The Administrative Agent in its Individual Capacity.......    95
      12.08    Holders...................................................    96
      12.09    Resignation by the Administrative Agent...................    96

SECTION 13.    Miscellaneous.............................................    97

      13.01    Payment of Expenses, etc..................................    97
      13.02    Right of Setoff...........................................    98
      13.03    Notices...................................................    98
      13.04    Benefit of Agreement; Assignments; Participations.........    98
      13.05    No Waiver; Remedies Cumulative............................   101
      13.06    Payments Pro Rata.........................................   101
      13.07    Calculations; Computations................................   101
      13.08    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
               WAIVER OF JURY TRIAL......................................   102
      13.09    Counterparts..............................................   103
      13.10    Effectiveness.............................................   103
      13.11    Headings Descriptive......................................   103
      13.12    Amendment or Waiver; etc..................................   103
      13.13    Survival..................................................   105
      13.14    Domicile of Loans.........................................   105
      13.15    Register..................................................   105
      13.16    Confidentiality...........................................   106
      13.17    Power of Attorney.........................................   107

SECTION 14.    Holdings Guaranty.........................................   107

      14.01    Guaranty..................................................   107
      14.02    Bankruptcy................................................   108
      14.03    Nature of Liability.......................................   108
      14.04    Independent Obligation....................................   108
      14.05    Authorization.............................................   108
      14.06    Reliance..................................................   109
      14.07    Subordination.............................................   109
      14.08    Waiver....................................................   110
      14.09    Maximum Liability.........................................   110
      14.10    Payments..................................................   111
</TABLE>


                                      (iv)
<PAGE>
<TABLE>
<S>               <C>
SCHEDULE I        Commitments
SCHEDULE II       Existing Letters of Credit
SCHEDULE III      Lender Addresses
SCHEDULE IV       Stock Certificates to be delivered
                  after the Initial Borrowing Date
SCHEDULE V        Plans
SCHEDULE VI       Real Property
SCHEDULE VII      Subsidiaries
SCHEDULE VIII     Existing Indebtedness
SCHEDULE IX       Insurance
SCHEDULE X        Existing Liens
SCHEDULE XI       Existing Investments
</TABLE>

<TABLE>
<S>            <C>
EXHIBIT A-1    Notice of Borrowing
EXHIBIT A-2    Notice of Conversion/Continuation
EXHIBIT B-1    Term Note
EXHIBIT B-2    Revolving Note
EXHIBIT B-3    Swingline Note
EXHIBIT C      Letter of Credit Request
EXHIBIT D      Section 4.04(b)(ii) Certificate
EXHIBIT E-1    Opinion of Gibson, Dunn & Crutcher LLP
EXHIBIT E-2    Opinion of Paul Delva, Esq.
EXHIBIT F      Officers' Certificate
EXHIBIT G      Pledge Agreement
EXHIBIT H      Subsidiaries Guaranty
EXHIBIT I      Solvency Certificate
EXHIBIT J      Compliance Certificate
EXHIBIT K      Security Agreement
EXHIBIT L      Amended and Restated Pledge Agreement
EXHIBIT M      Mortgage
EXHIBIT N      Subordination Provisions
EXHIBIT O      Assignment and Assumption Agreement
</TABLE>
<PAGE>
      CREDIT AGREEMENT, dated as of June 19, 2003, among FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC., a Delaware corporation ("Holdings"), FAIRCHILD
SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Borrower"), the Lenders
party hereto from time to time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as
administrative agent (in such capacity, the "Administrative Agent"), FLEET
NATIONAL BANK, as syndication agent (in such capacity, the "Syndication Agent"),
and CREDIT SUISSE FIRST BOSTON, LEHMAN COMMERCIAL PAPER INC. and MORGAN STANLEY
SENIOR FUNDING, INC., as co-documentation agents. All capitalized terms used
herein and defined in Section 11 are used herein as therein defined.

                              W I T N E S S E T H:
                               - - - - - - - - - -

      WHEREAS, as part of the Refinancing, the Borrower wishes to refinance in
full all borrowings and commitments outstanding under the Existing Credit
Agreement with the credit facilities provided for under this Agreement;

      WHEREAS, after giving effect to the Refinancing, this Agreement and the
other Credit Documents constitute the "Credit Agreement" for purposes of, and as
defined in, the 10-1/2% Senior Subordinated Note Indenture and the 5%
Convertible Senior Subordinated Note Indenture; and

      WHEREAS, subject to and upon the terms and conditions set forth herein,
the Lenders are willing to make available to the Borrower the respective credit
facilities provided for herein in order to effect the Refinancing, to pay
related fees and expenses, and to provide for the ongoing working capital needs
and general corporate requirements of the Borrower and its Subsidiaries;

      NOW, THEREFORE, IT IS AGREED:

      SECTION 1. Amount and Terms of Credit.


      1.01 The Commitments. (a) Subject to and upon the terms and conditions set
forth herein, each Lender with a Term Loan Commitment severally agrees to make a
term loan or term loans (each a "Term Loan" and, collectively, the "Term Loans")
to the Borrower, which Term Loans (i) shall be incurred pursuant to a single
drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars,
(iii) except as hereinafter provided, shall, at the option of the Borrower, be
incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar
Loans, provided that (A) except as otherwise specifically provided in Section
1.10(b), all Term Loans comprising the same Borrowing shall at all times be of
the same Type, and (B) unless either the Agents otherwise agree in their sole
discretion or have determined that the Syndication Date has occurred (at which
time this clause (B) shall no longer be applicable), prior to the 90th day
following the Initial Borrowing Date, Term Loans may only be incurred and
maintained as, and/or converted into, Eurodollar Loans so long as all such
outstanding Eurodollar Loans, together with all outstanding Revolving Loans that
are maintained as Eurodollar Loans, are subject to an Interest Period of one
month which begins and ends on the same day, with the first such Interest Period
to begin no sooner than three Business Days after the Initial Borrowing Date,
and (iv) shall be made by each such Lender in that aggregate principal amount
which does
<PAGE>
not exceed the Term Loan Commitment of such Lender on the Initial Borrowing
Date. Once repaid, Term Loans incurred hereunder may not be reborrowed.

      (b) Subject to and upon the terms and conditions set forth herein, each
Lender with a Revolving Loan Commitment severally agrees to make, at any time
and from time to time on or after the Initial Borrowing Date and prior to the
Revolving Loan Maturity Date, a revolving loan or revolving loans (each a
"Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower,
which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the
option of the Borrower, be incurred and maintained as, and/or converted into,
Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise
specifically provided in Section 1.10(b), all Revolving Loans comprising the
same Borrowing shall at all times be of the same Type, and (B) unless either the
Agents otherwise agree in their sole discretion or have determined that the
Syndication Date has occurred (at which time this clause (B) shall no longer be
applicable), prior to the 90th day following the Initial Borrowing Date,
Revolving Loans may only be incurred and maintained as, and/or converted into,
Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with
all outstanding Term Loans that are maintained as Eurodollar Loans, are subject
to an Interest Period of one month which begins and ends on the same day, with
the first such Interest Period to begin no sooner than three Business Days after
the Initial Borrowing Date, (iii) may be repaid and reborrowed in accordance
with the provisions hereof, and (iv) shall not exceed for any such Lender at any
time outstanding that aggregate principal amount which, when added to the
product of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate
amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which
are repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) at such time and (II) the aggregate
principal amount of all Swingline Loans (exclusive of Swingline Loans which are
repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) then outstanding, equals the Revolving
Loan Commitment of such Lender at such time.

      (c) Subject to and upon the terms and conditions set forth herein, the
Swingline Lender agrees to make, at any time and from time to time on or after
the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving
loan or revolving loans (each a "Swingline Loan" and, collectively, the
"Swingline Loans") to the Borrower, which Swingline Loans (i) shall be incurred
and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii)
may be repaid and reborrowed in accordance with the provisions hereof, (iv)
shall not exceed in aggregate principal amount at any time outstanding, when
combined with the aggregate principal amount of all Revolving Loans (exclusive
of Revolving Loans which are repaid with the proceeds of, and simultaneously
with the incurrence of, the respective incurrence of Swingline Loans) then
outstanding and the aggregate amount of all Letter of Credit Outstandings
(exclusive of Unpaid Drawings which are repaid with the proceeds of, and
simultaneously with the incurrence of, the respective incurrence of Swingline
Loans) at such time, an amount equal to the Total Revolving Loan Commitment at
such time, and (v) shall not exceed in aggregate principal amount at any time
outstanding the Maximum Swingline Amount. Notwithstanding anything to the
contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not
be obligated to make any Swingline Loans at a time when a Lender Default exists
with respect to an RL Lender unless the Swingline Lender has entered into
arrangements satisfactory to it and the Borrower to eliminate the Swingline
Lender's risk with respect to the Defaulting RL Lender's or Defaulting RL
Lenders' participation in such Swingline Loans,

                                      -2-
<PAGE>
including by cash collateralizing such Defaulting Lender's or Defaulting RL
Lenders' RL Percentage of the outstanding Swingline Loans, and (ii) the
Swingline Lender shall not make any Swingline Loan after it has received written
notice from the Borrower, any other Credit Party or the Required Lenders stating
that a Default or an Event of Default exists and is continuing until such time
as the Swingline Lender shall have received written notice (A) of rescission of
all such notices from the party or parties originally delivering such notice or
notices or (B) of the waiver of such Default or Event of Default by the Required
Lenders.

      (d) On any Business Day, the Swingline Lender may, in its sole discretion,
give notice to the RL Lenders that the Swingline Lender's outstanding Swingline
Loans shall be funded with one or more Borrowings of Revolving Loans (provided
that such notice shall be deemed to have been automatically given upon the
occurrence of a Default or an Event of Default under Section 10.05 or upon the
exercise of any of the remedies provided in the last paragraph of Section 10),
in which case one or more Borrowings of Revolving Loans constituting Base Rate
Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the
immediately succeeding Business Day by all RL Lenders pro rata based on each
such RL Lender's RL Percentage (determined before giving effect to any
termination of the Revolving Loan Commitments pursuant to the last paragraph of
Section 10) and the proceeds thereof shall be applied directly by the Swingline
Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each
RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business
Day's notice pursuant to each Mandatory Borrowing in the amount and in the
manner specified in the preceding sentence and on the date specified in writing
by the Swingline Lender notwithstanding (i) the amount of the Mandatory
Borrowing may not comply with the Minimum Borrowing Amount otherwise required
hereunder, (ii) whether any conditions specified in Section 6 are then
satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the
date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan
Commitment at such time. In the event that any Mandatory Borrowing cannot for
any reason be made on the date otherwise required above (including, without
limitation, as a result of the commencement of a proceeding under the Bankruptcy
Code with respect to the Borrower), then each RL Lender hereby agrees that it
shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise
have occurred, but adjusted for any payments received from the Borrower on or
after such date and prior to such purchase) from the Swingline Lender such
participations in the outstanding Swingline Loans as shall be necessary to cause
the RL Lenders to share in such Swingline Loans ratably based upon their
respective RL Percentages (determined before giving effect to any termination of
the Revolving Loan Commitments pursuant to the last paragraph of Section 10),
provided that (x) all interest payable on the Swingline Loans shall be for the
account of the Swingline Lender until the date as of which the respective
participation is required to be purchased and, to the extent attributable to the
purchased participation, shall be payable to the participant from and after such
date and (y) at the time any purchase of participations pursuant to this
sentence is actually made, the purchasing RL Lender shall be required to pay the
Swingline Lender interest on the principal amount of participation purchased for
each day from and including the day upon which the Mandatory Borrowing would
otherwise have occurred to but excluding the date of payment for such
participation, at the overnight Federal Funds Rate for the first three days and
at the interest rate otherwise applicable to Revolving Loans maintained as Base
Rate Loans hereunder for each day thereafter.

                                      -3-
<PAGE>
      1.02 Minimum Amount of Each Borrowing. The aggregate principal amount of
each Borrowing of Loans under a respective Tranche shall not be less than the
Minimum Borrowing Amount applicable to such Tranche. More than one Borrowing may
occur on the same date, but at no time shall there be outstanding more than ten
Borrowings of Eurodollar Loans in the aggregate for all Tranches of Loans.

      1.03 Notice of Borrowing. (a) Whenever the Borrower desires to incur (x)
Eurodollar Loans hereunder, it shall give the Administrative Agent at the Notice
Office at least three Business Days' prior notice of each Eurodollar Loan to be
incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans
and Revolving Loans made pursuant to a Mandatory Borrowing), it shall give the
Administrative Agent at the Notice Office at least one Business Day's prior
notice of each Base Rate Loan to be incurred hereunder, provided that (in each
case) any such notice shall be deemed to have been given on a certain day only
if given before 11:00 A.M. (New York time) on such day. Each such notice (each a
"Notice of Borrowing"), except as otherwise expressly provided in Section 1.10,
shall be irrevocable and shall be in writing, or by telephone promptly confirmed
in writing, in the form of Exhibit A-1, appropriately completed to specify: (i)
the aggregate principal amount of the Loans to be incurred pursuant to such
Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) whether the Loans being incurred pursuant to such Borrowing shall
constitute Term Loans or Revolving Loans and (iv) whether the Loans being
incurred pursuant to such Borrowing are to be initially maintained as Base Rate
Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar
Loans, the initial Interest Period to be applicable thereto. The Administrative
Agent shall promptly give each Lender which is required to make Loans of the
Tranche specified in the respective Notice of Borrowing, notice of such proposed
Borrowing, of such Lender's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

      (b) (i) Whenever the Borrower desires to incur Swingline Loans hereunder,
the Borrower shall give the Swingline Lender no later than 1:00 P.M. (New York
time) on the date that a Swingline Loan is to be incurred, written notice or
telephonic notice promptly confirmed in writing of each Swingline Loan to be
incurred hereunder. Each such notice shall be irrevocable and specify in each
case (A) the date of Borrowing (which shall be a Business Day), and (B) the
aggregate principal amount of the Swingline Loans to be incurred pursuant to
such Borrowing.

      (ii) Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(d), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 1.01(d).

      (c) Without in any way limiting the obligation of the Borrower to confirm
in writing any telephonic notice of any Borrowing or prepayment of Loans, the
Administrative Agent or the Swingline Lender, as the case may be, may act
without liability upon the basis of telephonic notice of such Borrowing or
prepayment, as the case may be, believed by the Administrative Agent or the
Swingline Lender, as the case may be, in good faith to be from the president,
the chief executive officer or a Financial Officer, of the Borrower, or from any
other authorized officer of the Borrower designated in writing by the Borrower
to the Administrative Agent as being authorized to give such notices, prior to
receipt of written confirmation. In each

                                      -4-
<PAGE>
such case, the Borrower hereby waives the right to dispute the Administrative
Agent's or Swingline Lender's record of the terms of such telephonic notice of
such Borrowing or prepayment of Loans, as the case may be, absent manifest
error.

      1.04 Disbursement of Funds. No later than 1:00 P.M. (New York time) on the
date specified in each Notice of Borrowing (or (x) in the case of Swingline
Loans, no later than 4:00 P.M. (New York time) on the date specified pursuant to
Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than
1:00 P.M. (New York time) on the date specified in Section 1.01(d)), each Lender
with a Commitment of the respective Tranche will make available its pro rata
portion (determined in accordance with Section 1.07) of each such Borrowing
requested to be made on such date (or in the case of Swingline Loans, the
Swingline Lender will make available the full amount thereof). All such amounts
will be made available in Dollars and in immediately available funds at the
Payment Office, and the Administrative Agent will, except in the case of
Revolving Loans made pursuant to a Mandatory Borrowing, make available to the
Borrower at the Payment Office the aggregate of the amounts so made available by
the Lenders. Unless the Administrative Agent shall have been notified by any
Lender prior to the date of Borrowing that such Lender does not intend to make
available to the Administrative Agent such Lender's portion of any Borrowing to
be made on such date, the Administrative Agent may assume that such Lender has
made such amount available to the Administrative Agent on such date of Borrowing
and the Administrative Agent may (but shall not be obligated to), in reliance
upon such assumption, make available to the Borrower a corresponding amount. If
such corresponding amount is not in fact made available to the Administrative
Agent by such Lender, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Borrower and the
Borrower shall immediately pay such corresponding amount to the Administrative
Agent. The Administrative Agent also shall be entitled to recover on demand from
such Lender or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower until the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to (i) if recovered from such Lender, the overnight Federal Funds
Rate for the first three days and at the interest rate otherwise applicable to
such Loans for each day thereafter, and (ii) if recovered from the Borrower, the
rate of interest applicable to the respective Borrowing, as determined pursuant
to Section 1.08. Nothing in this Section 1.04 shall be deemed to relieve any
Lender from its obligation to make Loans hereunder or to prejudice any rights
which the Borrower may have against any Lender as a result of any failure by
such Lender to make Loans hereunder.

      1.05 Notes. (a) The Borrower's obligation to pay the principal of, and
interest on, the Loans made by each Lender shall be evidenced in the Register
maintained by the Administrative Agent pursuant to Section 13.15 and shall, if
requested by such Lender, also be evidenced (i) in the case of Term Loans, by a
promissory note duly executed and delivered by the Borrower substantially in the
form of Exhibit B-1, with blanks appropriately completed in conformity herewith
(each a "Term Note" and, collectively, the "Term Notes"), (ii) in the case of
Revolving Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-2, with blanks appropriately
completed in conformity herewith (each a "Revolving Note" and, collectively, the
"Revolving Notes"), and (iii) in the

                                      -5-
<PAGE>
case of Swingline Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-3, with blanks appropriately
completed in conformity herewith (the "Swingline Note").

      (b) The Term Note issued to each Lender that has a Term Loan Commitment or
outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to
such Lender or its registered assigns and be dated the Initial Borrowing Date
(or, if issued after the Initial Borrowing Date, be dated the date of issuance
thereof), (iii) be in a stated principal amount equal to the Term Loans made by
such Lender on the Initial Borrowing Date (or, if issued after the Initial
Borrowing Date, be in a stated principal amount equal to the outstanding Term
Loans of such Lender at such time) and be payable in the outstanding principal
amount of Term Loans evidenced thereby, (iv) mature on the Term Loan Maturity
Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in
respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

      (c) The Revolving Note issued to each Lender that has a Revolving Loan
Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower,
(ii) be payable to such Lender or its registered assigns and be dated the
Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated
the date of the issuance thereof), (iii) be in a stated principal amount equal
to the Revolving Loan Commitment of such Lender (or, if issued after the
termination thereof, be in a stated principal amount equal to the outstanding
Revolving Loans of such Lender at such time) and be payable in the outstanding
principal amount of the Revolving Loans evidenced thereby, (iv) mature on the
Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment
as provided in Section 4.01, and mandatory repayment as provided in Section
4.02, and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.

      (d) The Swingline Note issued to the Swingline Lender shall (i) be
executed by the Borrower, (ii) be payable to the Swingline Lender or its
registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated
principal amount equal to the Maximum Swingline Amount and be payable in the
outstanding principal amount of the Swingline Loans evidenced thereby from time
to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided
in the appropriate clause of Section 1.08 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

      (e) Each Lender will note on its internal records the amount of each Loan
made by it and each payment in respect thereof and prior to any transfer of any
of its Notes will endorse on the reverse side thereof the outstanding principal
amount of Loans evidenced thereby. Failure to make any such notation or any
error in such notation shall not affect the Borrower's obligations in respect of
such Loans.

                                      -6-

<PAGE>
            (f) Notwithstanding anything to the contrary contained above in this
Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to
Lenders which at any time specifically request the delivery of such Notes. No
failure of any Lender to request or obtain a Note evidencing its Loans to the
Borrower shall affect or in any manner impair the obligations of the Borrower to
pay the Loans (and all related Obligations) incurred by the Borrower which would
otherwise be evidenced thereby in accordance with the requirements of this
Agreement, and shall not in any way affect the security or guaranties therefor
provided pursuant to the various Credit Documents. Any Lender which does not
have a Note evidencing its outstanding Loans shall in no event be required to
make the notations otherwise described in preceding clause (e). At any time when
any Lender requests the delivery of a Note to evidence any of its Loans, the
Borrower shall promptly execute and deliver to the respective Lender, at the
Borrower's expense, the requested Note in the appropriate amount or amounts to
evidence such Loans.

            1.06 Conversions. The Borrower shall have the option to convert, on
any Business Day, all or a portion equal to at least the Minimum Borrowing
Amount of the outstanding principal amount of Loans (other than Swingline Loans
which may not be converted pursuant to this Section 1.06) made pursuant to one
or more Borrowings (so long as of the same Tranche) of one or more Types of
Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided
that (i) no partial conversion of Eurodollar Loans shall reduce the outstanding
principal amount of such Eurodollar Loans made pursuant to a single Borrowing to
less than the Minimum Borrowing Amount applicable thereto, (ii) unless the
Required Lenders otherwise agree, Base Rate Loans may only be converted into
Eurodollar Loans if no Specified Default or Event of Default is in existence on
the date of the conversion, (iii) unless the Agents otherwise agree in their
sole discretion or have determined that the Syndication Date has occurred (at
which time this clause (iii) shall no longer be applicable), prior to the 90th
day following the Initial Borrowing Date, conversions of Base Rate Loans into
Eurodollar Loans shall be subject to the provisions of clause (B) of the proviso
in each of Sections 1.01(a)(iii) and 1.01(b)(ii), and (iv) no conversion
pursuant to this Section 1.06 shall result in a greater number of Borrowings of
Eurodollar Loans than is permitted under Section 1.02. Each such conversion
shall be effected by the Borrower by giving the Administrative Agent at the
Notice Office prior to 11:00 A.M. (New York time) at least three Business Days'
prior notice (each a "Notice of Conversion/Continuation") in the form of Exhibit
A-2, appropriately completed to specify the Loans to be so converted, the
Borrowing or Borrowings pursuant to which such Loans were incurred and, if to be
converted into Eurodollar Loans, the Interest Period to be initially applicable
thereto. The Administrative Agent shall give each Lender prompt notice of any
such proposed conversion affecting any of its Loans. Upon any such conversion
the proceeds thereof will be deemed to be applied directly on the day of such
conversion to prepay the outstanding principal amount of the Loans being
converted.

            1.07 Pro Rata Borrowings. All Borrowings of Term Loans and Revolving
Loans under this Agreement shall be incurred from the Lenders pro rata on the
basis of their Term Loan Commitments or Revolving Loan Commitments, as the case
may be, provided that all Mandatory Borrowings shall be incurred from the RL
Lenders pro rata on the basis of their RL Percentages. It is understood that no
Lender shall be responsible for any default by any other Lender of its
obligation to


                                      -7-
<PAGE>
make Loans hereunder and that each Lender shall be obligated to make the Loans
provided to be made by it hereunder, regardless of the failure of any other
Lender to make its Loans hereunder.

            1.08 Interest. (a) The Borrower agrees to pay interest in respect of
the unpaid principal amount of each Base Rate Loan from the date of Borrowing
thereof until the earlier of (i) the maturity thereof (whether by acceleration
or otherwise) and (ii) the conversion of such Base Rate Loan to a Eurodollar
Loan pursuant to Section 1.06 or 1.09, as applicable, at a rate per annum which
shall be equal to the sum of the Applicable Margin plus the Base Rate each as in
effect from time to time.

            (b) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date of Borrowing thereof
until the earlier of (i) the maturity thereof (whether by acceleration or
otherwise) and (ii) the conversion of such Eurodollar Loan to a Base Rate Loan
pursuant to Section 1.06, 1.09 or 1.10, as applicable, at a rate per annum which
shall, during each Interest Period applicable thereto, be equal to the sum of
the Applicable Margin as in effect from time to time during such Interest Period
plus the Eurodollar Rate for such Interest Period.

            (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan shall, in each case, bear interest at a rate
per annum equal to the greater of (x) the rate which is 2% in excess of the rate
then borne by such Loans and (y) the rate which is 2% in excess of the rate
otherwise applicable to Base Rate Loans of the respective Tranche from time to
time, and all other overdue amounts payable hereunder and under any other Credit
Document shall bear interest at a rate per annum equal to the rate which is 2%
in excess of the rate applicable to Revolving Loans that are maintained at Base
Rate Loans from time to time. Interest that accrues under this Section 1.08(c)
shall be payable on demand.

            (d) Accrued (and theretofore unpaid) interest shall be payable (i)
in respect of each Base Rate Loan, (x) quarterly in arrears on each Quarterly
Payment Date, (y) on the date of any repayment or prepayment in full of all
outstanding Base Rate Loans of any Tranche, and (z) at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand, and (ii) in
respect of each Eurodollar Loan, (x) on the last day of each Interest Period
applicable thereto and, in the case of an Interest Period in excess of three
months, on each date occurring at three month intervals after the first day of
such Interest Period, and (y) on the date of any repayment or prepayment (on the
amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.

            (e) Upon each Interest Determination Date, the Administrative Agent
shall determine the Eurodollar Rate for each Interest Period applicable to the
respective Eurodollar Loans and shall promptly notify the Borrower and the
Lenders thereof. Each such determination shall, absent manifest error, be final
and conclusive and binding on all parties hereto.

            1.09 Interest Periods. At the time the Borrower gives any Notice of
Borrowing or Notice of Conversion/Continuation in respect of the making of, or
conversion into, any Eurodollar Loan (in the case of the initial Interest Period
applicable thereto) or prior to 11:00 A.M. (New York time) on the third Business
Day prior to the expiration of an Interest Period applicable to such Eurodollar
Loan (in the case of any subsequent Interest Period), the Borrower


                                      -8-
<PAGE>
shall have the right to elect the interest period (each an "Interest Period")
applicable to such Eurodollar Loan, which Interest Period shall, at the option
of the Borrower (but otherwise subject to the provisions of clause (B) of the
proviso in each of Sections 1.01(a)(iii) and 1.01(b)(ii)), be a one, two, three
or six month period, provided that (in each case):

            (i) all Eurodollar Loans comprising a Borrowing shall at all times
      have the same Interest Period;

            (ii) the initial Interest Period for any Eurodollar Loan shall
      commence on the date of Borrowing of such Eurodollar Loan (including the
      date of any conversion thereto from a Base Rate Loan) and each Interest
      Period occurring thereafter in respect of such Eurodollar Loan shall
      commence on the day on which the next preceding Interest Period applicable
      thereto expires;

            (iii) if any Interest Period for a Eurodollar Loan begins on a day
      for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period, such Interest Period shall end on the
      last Business Day of such calendar month;

            (iv) if any Interest Period for a Eurodollar Loan would otherwise
      expire on a day which is not a Business Day, such Interest Period shall
      expire on the next succeeding Business Day; provided, however, that if any
      Interest Period for a Eurodollar Loan would otherwise expire on a day
      which is not a Business Day but is a day of the month after which no
      further Business Day occurs in such month, such Interest Period shall
      expire on the next preceding Business Day;

            (v) unless the Required Lenders otherwise agree, no Interest Period
      may be selected at any time when a Specified Default or an Event of
      Default is then in existence; and

            (vi) no Interest Period in respect of any Borrowing of any Tranche
      of Loans shall be selected which extends beyond the respective Maturity
      Date for such Tranche of Loans.

If by 11:00 A.M. (New York time) on the third Business Day prior to the
expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans,
the Borrower has failed to elect, or is not permitted to elect, a new Interest
Period to be applicable to such Eurodollar Loans as provided above, the Borrower
shall be deemed to have elected to convert such Eurodollar Loans into Base Rate
Loans effective as of the expiration date of such current Interest Period.

            1.10 Increased Costs, Illegality, etc. (a) In the event that any
Lender shall have determined (which determination shall, absent manifest error,
be final and conclusive and binding upon all parties hereto but, with respect to
clause (i) below, may be made only by the Administrative Agent):

            (i) on any Interest Determination Date that, by reason of any
      changes arising after the date of this Agreement affecting the interbank
      Eurodollar market, adequate and


                                      -9-
<PAGE>
      fair means do not exist for ascertaining the applicable interest rate on
      the basis provided for in the definition of Eurodollar Rate; or

            (ii) at any time, that such Lender shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      any Eurodollar Loan because of (x) any change since the Effective Date in
      any applicable law or governmental rule, regulation, order, guideline or
      request (whether or not having the force of law) or in the interpretation
      or administration thereof and including the introduction of any new law or
      governmental rule, regulation, order, guideline or request, such as, but
      not limited to: (A) a change in the basis of taxation of payment to any
      Lender of the principal of or interest on the Loans or the Notes or any
      other amounts payable hereunder (except for changes in the rate of tax on,
      or determined by reference to, the net income or net profits of such
      Lender pursuant to the laws of the jurisdiction in which it is organized
      or in which its principal office or applicable lending office is located
      or any subdivision thereof or therein) or (B) a change in official reserve
      requirements, but, in all events, excluding reserves required under
      Regulation D to the extent included in the computation of the Eurodollar
      Rate and/or (y) other circumstances arising since the Effective Date
      affecting such Lender, the interbank Eurodollar market or the position of
      such Lender in such market; or

            (iii) at any time, that the making or continuance of any Eurodollar
      Loan has been made (x) unlawful by any law or governmental rule,
      regulation or order, (y) impossible by compliance by any Lender in good
      faith with any governmental request (whether or not having force of law)
      or (z) impracticable as a result of a contingency occurring after the
      Effective Date which materially and adversely affects the interbank
      Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone promptly
confirmed in writing) to the Borrower and, except in the case of clause (i)
above, to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Lenders).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by the Borrower with respect to Eurodollar Loans
which have not yet been incurred (including by way of conversion) shall be
deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees to pay to such Lender, upon such Lender's written request
therefor, such additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as shall be required to compensate such Lender
for such increased costs or reductions in amounts received or receivable
hereunder (a written notice as to the additional amounts owed to such Lender,
showing in reasonable detail the basis for the calculation thereof, submitted to
the Borrower by such Lender shall, absent manifest error, be final and
conclusive and binding on all the parties hereto) and (z) in the case of clause
(iii) above, the Borrower shall take one of the actions specified in Section
1.10(b) as promptly as possible and, in any event, within the time period
required by law.


                                      -10-
<PAGE>
            (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii), the Borrower may, and in the
case of a Eurodollar Loan affected by the circumstances described in Section
1.10(a)(iii), the Borrower shall, either (x) if the affected Eurodollar Loan is
then being made initially or pursuant to a conversion, cancel such Borrowing by
giving the Administrative Agent telephonic notice (confirmed in writing) on the
same date that the Borrower was notified by the affected Lender or the
Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the
affected Eurodollar Loan is then outstanding, upon at least three Business Days'
written notice to the Administrative Agent, require the affected Lender to
convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than
one Lender is affected at any time, then all affected Lenders must be treated
the same pursuant to this Section 1.10(b).

            (c) If any Lender determines that after the Effective Date the
introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline, directive or request (whether or not having the
force of law) concerning capital adequacy, or any change in interpretation or
administration thereof by the NAIC or any governmental authority, central bank
or comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitments
hereunder or its obligations hereunder, then the Borrower agrees to pay to such
Lender, upon its written demand therefor, such additional amounts as shall be
required to compensate such Lender or such other corporation for the increased
cost to such Lender or such other corporation or the reduction in the rate of
return to such Lender or such other corporation as a result of such increase of
capital. In determining such additional amounts, each Lender will act reasonably
and in good faith and will use averaging and attribution methods which are
reasonable, provided that such Lender's determination of compensation owing
under this Section 1.10(c) shall, absent manifest error, be final and conclusive
and binding on all the parties hereto. Each Lender, upon determining that any
additional amounts will be payable pursuant to this Section 1.10(c), will give
prompt written notice thereof to the Borrower, which notice shall show in
reasonable detail the basis for calculation of such additional amounts.

            1.11 Compensation. The Borrower agrees to compensate each Lender,
upon its written request (which request shall set forth in reasonable detail the
basis for requesting such compensation), for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans but excluding loss of
anticipated profits) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender or the Administrative Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether
or not withdrawn by the Borrower or deemed withdrawn pursuant to Section
1.10(a)); (ii) if any prepayment or repayment (including any prepayment or
repayment made pursuant to Section 4.01, Section 4.02 or as a result of an
acceleration of the Loans pursuant to Section 10) or conversion of any of its
Eurodollar Loans occurs on a date which is not the last day of an Interest
Period with respect thereto; (iii) if any prepayment of any of its Eurodollar
Loans is not made on any date specified in a notice of prepayment given by the
Borrower; or (iv) as a consequence of (x) any other default by the Borrower to
repay Eurodollar


                                      -11-
<PAGE>
Loans when required by the terms of this Agreement or any Note held by such
Lender or (y) any election made pursuant to Section 1.10(b).

            1.12 Change of Lending Office. Each Lender agrees that on the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans or Letters of Credit affected by such event, provided that
such designation is made on such terms that such Lender and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 1.12 shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided in Sections
1.10, 2.06 and 4.04.

            1.13 Replacement of Lenders. (x) If any Lender becomes a Defaulting
Lender or otherwise defaults in its obligations to make Loans, (y) upon the
occurrence of an event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Lender
which results in such Lender charging to the Borrower increased costs in excess
of those being generally charged by the other Lenders or (z) in the case of a
refusal by a Lender to consent to certain proposed changes, waivers, discharges
or terminations with respect to this Agreement which have been approved by the
Required Lenders as (and to the extent) provided in Section 13.12(b), the
Borrower shall have the right, if no Default or Event of Default then exists
(or, in the case of preceding clause (z), will exist immediately after giving
effect to such replacement), to replace such Lender (the "Replaced Lender") with
one or more other Eligible Transferees, none of whom shall constitute a
Defaulting Lender at the time of such replacement (collectively, the
"Replacement Lender") and each of whom shall be required to be reasonably
acceptable to the Administrative Agent, provided that (i) at the time of any
replacement pursuant to this Section 1.13, the Replacement Lender shall enter
into one or more Assignment and Assumption Agreements pursuant to Section
13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid
by the Replacement Lender and/or the Replaced Lender (as may be agreed to at
such time by and among the Borrower, the Replacement Lender and the Replaced
Lender)) pursuant to which the Replacement Lender shall acquire all of the
Commitments and outstanding Loans of, and in each case participations in Letters
of Credit by, the Replaced Lender and, in connection therewith, shall pay to (x)
the Replaced Lender in respect thereof an amount equal to the sum of (I) an
amount equal to the principal of, and all accrued interest on, all outstanding
Loans of the Replaced Lender, (II) an amount equal to all Unpaid Drawings that
have been funded by (and not reimbursed to) such Replaced Lender, together with
all then unpaid interest with respect thereto at such time, and (III) an amount
equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender
pursuant to Section 3.01, (y) each Issuing Lender an amount equal to such
Replaced Lender's RL Percentage of any Unpaid Drawing (which at such time
remains an Unpaid Drawing) to the extent such amount was not theretofore funded
by such Replaced Lender to such Issuing Lender and (z) the Swingline Lender an
amount equal to such Replaced Lender's RL Percentage of any Mandatory Borrowing
to the extent such amount was not theretofore funded by such Replaced Lender to
the Swingline Lender and (ii) all obligations of the Borrower due and owing to
the Replaced Lender at such time (other than those specifically described in
clause (i) above in respect of which the assignment purchase price has been, or
is concurrently being, paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the respective


                                      -12-
<PAGE>
Assignment and Assumption Agreement, the payment of amounts referred to in
clauses (i) and (ii) above and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Note or Notes executed by
the Borrower, the Replacement Lender shall become a Lender hereunder and the
Replaced Lender shall cease to constitute a Lender hereunder, except with
respect to indemnification provisions under this Agreement (including, without
limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall
survive as to such Replaced Lender.

            SECTION 2. Letters of Credit.

            2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions set forth herein, the Borrower may request that an Issuing Lender
issue, at any time and from time to time on and after the Initial Borrowing Date
and prior to the 30th day prior to the Revolving Loan Maturity Date, for the
account of the Borrower and for the benefit of (x) any holder (or any trustee,
agent or other similar representative for any such holders) of L/C Supportable
Obligations, an irrevocable standby letter of credit, in a form customarily used
by such Issuing Lender or in such other form as is reasonably acceptable to such
Issuing Lender, and (y) sellers of goods to the Borrower or any of its
Subsidiaries, an irrevocable trade letter of credit, in a form customarily used
by such Issuing Lender or in such other form as has been approved by such
Issuing Lender (each such letter of credit, a "Letter of Credit" and,
collectively, the "Letters of Credit"). All Letters of Credit shall be
denominated in Dollars and shall be issued on a sight basis only. It is hereby
acknowledged and agreed that each of the letters of credit described in Schedule
II (the "Existing Letters of Credit"), which were issued by CSFB under the
Existing Credit Agreement and remain outstanding on the Initial Borrowing Date,
shall constitute a "Letter of Credit" for all purposes of this Agreement and
shall be deemed issued under this Agreement on the Initial Borrowing Date.

            (b) Subject to and upon the terms and conditions set forth herein,
each Issuing Lender agrees that it will, at any time and from time to time on
and after the Initial Borrowing Date and prior to the 30th day prior to the
Revolving Loan Maturity Date, following its receipt of the respective Letter of
Credit Request, issue for account of the Borrower, one or more Letters of Credit
as are permitted to remain outstanding hereunder without giving rise to a
Default or an Event of Default, provided that no Issuing Lender shall be under
any obligation to issue any Letter of Credit of the types described above if at
the time of such issuance:

            (i) any order, judgment or decree of any governmental authority or
      arbitrator shall purport by its terms to enjoin or restrain such Issuing
      Lender from issuing such Letter of Credit or any requirement of law
      applicable to such Issuing Lender or any request or directive (whether or
      not having the force of law) from any governmental authority with
      jurisdiction over such Issuing Lender shall prohibit, or request that such
      Issuing Lender refrain from, the issuance of letters of credit generally
      or such Letter of Credit in particular or shall impose upon such Issuing
      Lender with respect to such Letter of Credit any restriction or reserve or
      capital requirement (for which such Issuing Lender is not otherwise
      compensated hereunder) not in effect with respect to such Issuing Lender
      on the date hereof, or any unreimbursed loss, cost or expense which was
      not applicable or in effect with respect to such Issuing Lender as of the
      date hereof and which such Issuing Lender reasonably and in good faith
      deems material to it; or


                                      -13-
<PAGE>
            (ii) such Issuing Lender shall have received from the Borrower, any
      other Credit Party or the Required Lenders prior to the issuance of such
      Letter of Credit notice of the type described in the second sentence of
      Section 2.03(b).

            2.02 Maximum Letter of Credit Outstandings; Final Maturities.
Notwithstanding anything to the contrary contained in this Agreement, (i) no
Letter of Credit shall be issued the Stated Amount of which, when added to the
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on
the date of, and prior to the issuance of, the respective Letter of Credit) at
such time would exceed either (x) $50,000,000 or (y) when added to the sum of
(I) the aggregate principal amount of all Revolving Loans then outstanding and
(II) the aggregate principal amount of all Swingline Loans then outstanding, an
amount equal to the Total Revolving Loan Commitment at such time, and (ii) each
Letter of Credit shall by its terms terminate (x) in the case of standby Letters
of Credit, on or before the earlier of (A) the date which occurs 12 months after
the date of the issuance thereof (although any such standby Letter of Credit
shall be extendible for successive periods of up to 12 months, but, in each
case, not beyond the fifth Business Day prior to the Revolving Loan Maturity
Date, on terms acceptable to the respective Issuing Lender) and (B) five
Business Days prior to the Revolving Loan Maturity Date, and (y) in the case of
trade Letters of Credit, on or before the earlier of (A) the date which occurs
180 days after the date of issuance thereof and (B) 15 days prior to the
Revolving Loan Maturity Date.

            2.03 Letter of Credit Requests; Minimum Stated Amount. (a) Whenever
the Borrower desires that a Letter of Credit be issued for its account, the
Borrower shall give the Administrative Agent and the respective Issuing Lender
at least five Business Days' (or such shorter period as is acceptable to such
Issuing Lender) written notice thereof (including by way of facsimile). Each
notice shall be in the form of Exhibit C, appropriately completed (each a
"Letter of Credit Request").

            (b) The making of each Letter of Credit Request shall be deemed to
be a representation and warranty by the Borrower to the Lenders that such Letter
of Credit may be issued in accordance with, and will not violate the
requirements of, Section 2.02. Unless the respective Issuing Lender has received
notice from the Borrower, any other Credit Party or the Required Lenders before
it issues a Letter of Credit that one or more of the conditions specified in
Section 5 or 6 are not then satisfied, or that the issuance of such Letter of
Credit would violate Section 2.02, then such Issuing Lender shall, subject to
the terms and conditions of this Agreement, issue the requested Letter of Credit
for the account of the Borrower in accordance with such Issuing Lender's usual
and customary practices. Upon the issuance of or modification or amendment to
any standby Letter of Credit, each Issuing Lender shall promptly notify the
Borrower and the Administrative Agent, in writing of such issuance, modification
or amendment and such notice shall be accompanied by a copy of such Letter of
Credit or the respective modification or amendment thereto, as the case may be.
Promptly after receipt of such notice the Administrative Agent shall notify the
Participants, in writing, of such issuance, modification or amendment. On the
first Business Day of each week, each Issuing Lender shall furnish the
Administrative Agent with a written (including via facsimile) report of the
daily aggregate outstandings of trade Letters of Credit issued by such Issuing
Lender for the immediately preceding week. Notwithstanding anything to the
contrary contained in this Agreement, in the event that a Lender Default exists
with respect to an RL Lender, no Issuing Lender shall be required to


                                      -14-
<PAGE>
issue any Letter of Credit unless such Issuing Lender has entered into
arrangements satisfactory to it and the Borrower to eliminate such Issuing
Lender's risk with respect to the participation in Letters of Credit by the
Defaulting Lender or Lenders, including by cash collateralizing such Defaulting
Lender's or Lenders' RL Percentage of the Letter of Credit Outstandings.

            (c) The initial Stated Amount of each Letter of Credit shall not be
less than $50,000 or such lesser amount as is acceptable to the respective
Issuing Lender.

            2.04 Letter of Credit Participations. (a) Immediately upon the
issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall
be deemed to have sold and transferred to each RL Lender, and each such RL
Lender (in its capacity under this Section 2.04, a "Participant") shall be
deemed irrevocably and unconditionally to have purchased and received from such
Issuing Lender, without recourse or warranty, an undivided interest and
participation, to the extent of such Participant's RL Percentage, in such Letter
of Credit, each drawing or payment made thereunder and the obligations of the
Borrower under this Agreement with respect thereto, and any security therefor or
guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments
or RL Percentages of the RL Lenders pursuant to Section 1.13 or 13.04(b), it is
hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings relating thereto, there shall be an automatic adjustment to the
participations pursuant to this Section 2.04 to reflect the new RL Percentages
of the assignor and assignee RL Lender, as the case may be.

            (b) In determining whether to pay under any Letter of Credit, no
Issuing Lender shall have any obligation relative to the other Lenders other
than to confirm that any documents required to be delivered under such Letter of
Credit appear to have been delivered and that they appear to substantially
comply on their face with the requirements of such Letter of Credit. Any action
taken or omitted to be taken by an Issuing Lender under or in connection with
any Letter of Credit issued by it shall not create for such Issuing Lender any
resulting liability to the Borrower, any other Credit Party, any Lender or any
other Person unless such action is taken or omitted to be taken with gross
negligence or willful misconduct on the part of such Issuing Lender (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).

            (c) In the event that an Issuing Lender makes any payment under any
Letter of Credit issued by it and the Borrower shall not have reimbursed such
amount in full to such Issuing Lender pursuant to Section 2.05(a), such Issuing
Lender shall promptly notify the Administrative Agent, which shall promptly
notify each Participant of such failure, and each Participant shall promptly and
unconditionally pay to such Issuing Lender the amount of such Participant's RL
Percentage of such unreimbursed payment in Dollars and in same day funds. If the
Administrative Agent so notifies, prior to 12:00 Noon (New York time) on any
Business Day, any Participant required to fund a payment under a Letter of
Credit, such Participant shall make available to the respective Issuing Lender
in Dollars such Participant's RL Percentage of the amount of such payment on
such Business Day in same day funds. If and to the extent such Participant shall
not have so made its RL Percentage of the amount of such payment available to
the respective Issuing Lender, such Participant agrees to pay to such Issuing
Lender, forthwith on demand such amount, together with interest thereon, for
each day from such date until the date such amount is paid to such Issuing
Lender at the overnight Federal Funds Rate for the first three


                                      -15-
<PAGE>
days and at the interest rate applicable to Revolving Loans that are maintained
as Base Rate Loans for each day thereafter. The failure of any Participant to
make available to an Issuing Lender its RL Percentage of any payment under any
Letter of Credit issued by such Issuing Lender shall not relieve any other
Participant of its obligation hereunder to make available to such Issuing Lender
its RL Percentage of any payment under any Letter of Credit on the date
required, as specified above, but no Participant shall be responsible for the
failure of any other Participant to make available to such Issuing Lender such
other Participant's RL Percentage of any such payment.

            (d) Whenever an Issuing Lender receives a payment of a reimbursement
obligation as to which it has received any payments from the Participants
pursuant to clause (c) above, such Issuing Lender shall pay to each such
Participant which has paid its RL Percentage thereof, in Dollars and in same day
funds, an amount equal to such Participant's share (based upon the proportionate
aggregate amount originally funded by such Participant to the aggregate amount
funded by all Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations.

            (e) Upon the request of any Participant, each Issuing Lender shall
furnish to such Participant copies of any standby Letter of Credit issued by it
and such other documentation as may reasonably be requested by such Participant.

            (f) The obligations of the Participants to make payments to each
Issuing Lender with respect to Letters of Credit shall be irrevocable and not
subject to any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

            (i) any lack of validity or enforceability of this Agreement or any
      of the other Credit Documents;

            (ii) the existence of any claim, setoff, defense or other right
      which Holdings or any of its Subsidiaries may have at any time against a
      beneficiary named in a Letter of Credit, any transferee of any Letter of
      Credit (or any Person for whom any such transferee may be acting), the
      Administrative Agent, any Participant, or any other Person, whether in
      connection with this Agreement, any Letter of Credit, the transactions
      contemplated herein or any unrelated transactions (including any
      underlying transaction between Holdings or any Subsidiary of Holdings and
      the beneficiary named in any such Letter of Credit);

            (iii) any draft, certificate or any other document presented under
      any Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect;

            (iv) the surrender or impairment of any security for the performance
      or observance of any of the terms of any of the Credit Documents; or

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


                                      -16-
<PAGE>
            2.05 Agreement to Repay Letter of Credit Drawings. (a) The Borrower
agrees to reimburse each Issuing Lender, by making payment to the Administrative
Agent in immediately available funds at the Payment Office, for any payment or
disbursement made by such Issuing Lender under any Letter of Credit issued by it
(each such amount, so paid until reimbursed, an "Unpaid Drawing"), not later
than one Business Day following receipt by the Borrower of notice of such
payment or disbursement (provided that no such notice shall be required to be
given if a Default or an Event of Default under Section 10.05 shall have
occurred and be continuing, in which case the Unpaid Drawing shall be due and
payable immediately without presentment, demand, protest or notice of any kind
(all of which are hereby waived by the Borrower)), with interest on the amount
so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior
to 12:00 Noon (New York time) on the date of such payment or disbursement, from
and including the date paid or disbursed to but excluding the date such Issuing
Lender was reimbursed by the Borrower therefor at a rate per annum equal to the
Base Rate in effect from time to time plus the Applicable Margin as in effect
from time to time for Revolving Loans that are maintained as Base Rate Loans;
provided, however, to the extent such amounts are not reimbursed prior to 12:00
Noon (New York time) on the third Business Day following the receipt by the
Borrower of notice of such payment or disbursement or following the occurrence
of a Default or an Event of Default under Section 10.05, interest shall
thereafter accrue on the amounts so paid or disbursed by such Issuing Lender
(and until reimbursed by the Borrower) at a rate per annum equal to the Base
Rate in effect from time to time plus the Applicable Margin for Revolving Loans
that are maintained as Base Rate Loans as in effect from time to time plus 2%,
with such interest to be payable on demand. Each Issuing Lender shall give the
Borrower prompt written notice of each Drawing under any Letter of Credit issued
by it, provided that the failure to give any such notice shall in no way affect,
impair or diminish the Borrower's obligations hereunder.

            (b) The obligations of the Borrower under this Section 2.05 to
reimburse each Issuing Lender with respect to drafts, demands and other
presentations for payment under Letters of Credit issued by it (each a
"Drawing") (including, in each case, interest thereon) shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment (other than payment of such Obligation in
cash in accordance with the terms hereof) which Holdings or any Subsidiary of
Holdings may have or have had against any Lender (including in its capacity as
an Issuing Lender or as a Participant), including, without limitation, any
defense based upon the failure of any drawing under a Letter of Credit to
conform to the terms of the Letter of Credit or any nonapplication or
misapplication by the beneficiary of the proceeds of such Drawing; provided,
however, that the Borrower shall not be obligated to reimburse any Issuing
Lender for any wrongful payment made by such Issuing Lender under a Letter of
Credit issued by it as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of such Issuing Lender (as determined
by a court of competent jurisdiction in a final and non-appealable decision).

            2.06 Increased Costs. If at any time after the Effective Date, the
introduction of or any change in any applicable law, rule, regulation, order,
guideline or request or in the interpretation or administration thereof by the
NAIC or any governmental authority charged with the interpretation or
administration thereof, or compliance by any Issuing Lender or any Participant
with any request or directive by the NAIC or by any such governmental authority
(whether or not having the force of law), shall either (i) impose, modify or
make applicable any


                                      -17-
<PAGE>
reserve, deposit, capital adequacy or similar requirement against letters of
credit issued by any Issuing Lender or participated in by any Participant, or
(ii) impose on any Issuing Lender or any Participant any other conditions
relating, directly or indirectly, to this Agreement or any Letter of Credit; and
the result of any of the foregoing is to increase the cost to any Issuing Lender
or any Participant of issuing, maintaining or participating in any Letter of
Credit, or reduce the amount of any sum received or receivable by any Issuing
Lender or any Participant hereunder or reduce the rate of return on its capital
with respect to Letters of Credit (except for changes in the rate of tax on, or
determined by reference to, the net income or net profits of such Issuing Lender
or such Participant pursuant to the laws of the jurisdiction in which it is
organized or in which its principal office or applicable lending office is
located or any subdivision thereof or therein), then, upon the delivery of the
certificate referred to below to the Borrower by any Issuing Lender or any
Participant (a copy of which certificate shall be sent by such Issuing Lender or
such Participant to the Administrative Agent), the Borrower agrees to pay to
such Issuing Lender or such Participant such additional amount or amounts as
will compensate such Issuing Lender or such Participant for such increased cost
or reduction in the amount receivable or reduction on the rate of return on its
capital. Any Issuing Lender or any Participant, upon determining that any
additional amounts will be payable pursuant to this Section 2.06, will give
prompt written notice thereof to the Borrower, which notice shall include a
certificate submitted to the Borrower by such Issuing Lender or such Participant
(a copy of which certificate shall be sent by the Issuing Lender or such
Participant to the Administrative Agent), setting forth in reasonable detail the
basis for the calculation of such additional amount or amounts necessary to
compensate such Issuing Lender or such Participant. The certificate required to
be delivered pursuant to this Section 2.06 shall, absent manifest error, be
final and conclusive and binding on the Borrower.

            SECTION 3. Commitment Commission; Fees; Reductions of Commitment.

            3.01 Fees. (a) The Borrower agrees to pay to the Administrative
Agent for distribution to each Non-Defaulting RL Lender a commitment commission
(the "Commitment Commission") for the period from and including the Effective
Date to and including the Revolving Loan Maturity Date (or such earlier date on
which the Total Revolving Loan Commitment has been terminated) computed at a
rate per annum equal to -1/2 of 1% of the Unutilized Revolving Loan Commitment
of such Non-Defaulting RL Lender as in effect from time to time. Accrued
Commitment Commission shall be due and payable quarterly in arrears on each
Quarterly Payment Date and on the date upon which the Total Revolving Loan
Commitment is terminated.

            (b) The Borrower agrees to pay to the Administrative Agent for
distribution to each RL Lender (based on each such RL Lender's respective RL
Percentage) a fee in respect of each Letter of Credit (the "Letter of Credit
Fee") for the period from and including the date of issuance of such Letter of
Credit to and including the date of termination or expiration of such Letter of
Credit, computed at a rate per annum equal to the Applicable Margin as in effect
from time to time during such period with respect to Revolving Loans that are
maintained as Eurodollar Loans on the daily Stated Amount of each such Letter of
Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in
arrears on each Quarterly Payment Date and on the first day on or after the
termination of the Total Revolving Loan Commitment upon which no Letters of
Credit remain outstanding.


                                      -18-
<PAGE>
            (c) The Borrower agrees to pay to each Issuing Lender, for its own
account, a facing fee in respect of each Letter of Credit issued by it (the
"Facing Fee") for the period from and including the date of issuance of such
Letter of Credit to and including the date of termination or expiration of such
Letter of Credit, computed at a rate per annum equal to 1/4 of 1% on the daily
Stated Amount of such Letter of Credit, provided that in any event the minimum
amount of Facing Fees payable in any twelve-month period for each Letter of
Credit shall be not less than $500; it being agreed that, on the day of issuance
of any Letter of Credit and on each anniversary thereof prior to the termination
or expiration of such Letter of Credit, if $500 will exceed the amount of Facing
Fees that will accrue with respect to such Letter of Credit for the immediately
succeeding twelve-month period, the full $500 shall be payable on the date of
issuance of such Letter of Credit and on each such anniversary thereof. Except
as otherwise provided in the proviso to the immediately preceding sentence,
accrued Facing Fees shall be due and payable quarterly in arrears on each
Quarterly Payment Date and upon the first day on or after the termination of the
Total Revolving Loan Commitment upon which no Letters of Credit remain
outstanding.

            (d) The Borrower agrees to pay to each Issuing Lender, for its own
account, upon each payment under, issuance of, or amendment to, any Letter of
Credit issued by it, such amount as shall at the time of such event be the
administrative charge and the reasonable expenses which such Issuing Lender is
generally imposing in connection with such occurrence with respect to letters of
credit.

            (e) The Borrower agrees to pay to the Administrative Agent such fees
as may be agreed to in writing from time to time by Holdings or any of its
Subsidiaries and the Administrative Agent.

            3.02 Voluntary Termination of Unutilized Revolving Loan Commitments.
(a) Upon at least three Business Days' prior written notice to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), the Borrower shall have the
right, at any time or from time to time, without premium or penalty to terminate
the Total Unutilized Revolving Loan Commitment in whole, or reduce it in part,
pursuant to this Section 3.02(a), in an integral multiple of $1,000,000 in the
case of partial reductions to the Total Unutilized Revolving Loan Commitment,
provided that each such reduction shall apply proportionately to permanently
reduce the Revolving Loan Commitment of each RL Lender.

            (b) In the event of a refusal by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower may, subject to its
compliance with the requirements of Section 13.12(b), upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders)
terminate all of the Commitments of such Lender, so long as all Loans, together
with accrued and unpaid interest, Fees and all other amounts, owing to such
Lender are repaid concurrently with the effectiveness of such termination
pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified
to reflect such changed amounts) and such Lender's RL Percentage of all
outstanding Letters of Credit is cash collateralized in a manner satisfactory to
the Administrative


                                      -19-
<PAGE>
Agent and the respective Issuing Lenders, and at such time, such Lender shall no
longer constitute a "Lender" for purposes of this Agreement, except with respect
to indemnifications under this Agreement (including, without limitation,
Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall survive as to
such repaid Lender.

            3.03 Mandatory Reduction of Commitments. (a) The Total Commitment
(and the Commitment of each Lender) shall terminate in its entirety on July 31,
2003, unless the Initial Borrowing Date has occurred on or prior to such date.

            (b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Term Loan Commitment (and the Term Loan
Commitment of each Lender) shall terminate in its entirety on the Initial
Borrowing Date (after giving effect to the incurrence of Term Loans on such
date).

            (c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each RL Lender) shall terminate in its entirety
upon the earlier of (i) the Revolving Loan Maturity Date and (ii) unless the
Required Lenders otherwise agree in writing, the date on which a Change of
Control occurs.

            SECTION 4. Prepayments; Payments; Taxes.

            4.01 Voluntary Prepayments. (a) The Borrower shall have the right to
prepay the Loans, without premium or penalty, in whole or in part at any time
and from time to time on the following terms and conditions: (i) the Borrower
shall give the Administrative Agent prior to 12:00 Noon (New York time) at the
Notice Office (x) at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay Base
Rate Loans (or same day notice in the case of a prepayment of Swingline Loans)
and (y) at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which
notice (in each case) shall specify whether Term Loans, Revolving Loans or
Swingline Loans shall be prepaid, the amount of such prepayment and the Types of
Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing
or Borrowings pursuant to which such Eurodollar Loans were made, and which
notice the Administrative Agent shall, except in the case of a prepayment of
Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial
prepayment of Term Loans pursuant to this Section 4.01(a) shall be in an
aggregate principal amount of at least $1,000,000 (or such lesser amount as is
acceptable to the Administrative Agent), (y) each partial prepayment of
Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate
principal amount of at least $1,000,000 (or such lesser amount as is acceptable
to the Administrative Agent) and (z) each partial prepayment of Swingline Loans
pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at
least $250,000 (or such lesser amount as is acceptable to the Administrative
Agent); (iii) each prepayment pursuant to this Section 4.01(a) in respect of any
Loans made pursuant to a Borrowing shall be applied pro rata among such Loans,
provided that at the Borrower's election in connection with any prepayment of
Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not, so
long as no Default or Event of Default then exists, be applied to any Revolving
Loan of a Defaulting Lender; and (iv) each voluntary prepayment of Term Loans
pursuant to this Section 4.01(a) shall be applied to reduce the then


                                      -20-
<PAGE>
remaining Scheduled Repayments on a pro rata basis (based upon the then
remaining unpaid principal amounts of such Scheduled Repayments after giving
effect to all prior reductions thereto).

            (b) In the event of a refusal by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower may, upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders)
repay all Loans, together with accrued and unpaid interest, Fees, and other
amounts owing to such Lender in accordance with, and subject to the requirements
of, said Section 13.12(b) so long as (I) all Commitments of such Lender are
terminated concurrently with such repayment pursuant to Section 3.02(b) (at
which time Schedule I shall be deemed modified to reflect the changed
Commitments), (II) such Lender's RL Percentage of all outstanding Letters of
Credit is cash collateralized in a manner satisfactory to the Administrative
Agent and the respective Issuing Lenders and (III) the consents, if any,
required under Section 13.12(b) in connection with the repayment pursuant to
this clause (b) have been obtained. Each prepayment of any Term Loans pursuant
to this Section 4.01(b) shall be applied to reduce the then remaining Scheduled
Repayments of the Term Loans on a pro rata basis (based upon the then remaining
unpaid principal amounts of such Scheduled Repayments after giving effect to all
prior reductions thereto).

            4.02 Mandatory Repayments. (a) On any day on which the sum of (I)
the aggregate outstanding principal amount of all Revolving Loans (after giving
effect to all other repayments thereof on such date), (II) the aggregate
outstanding principal amount of all Swingline Loans (after giving effect to all
other repayments thereof on such date) and (III) the aggregate amount of all
Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at
such time, the Borrower shall prepay on such day the principal of Swingline
Loans and, after all Swingline Loans have been repaid in full or if no Swingline
Loans are outstanding, Revolving Loans in an amount equal to such excess. If,
after giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Loans, the aggregate amount of the Letter of Credit Outstandings
exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay
to the Administrative Agent at the Payment Office on such day an amount of cash
and/or Cash Equivalents equal to the amount of such excess (up to a maximum
amount equal to the Letter of Credit Outstandings at such time), such cash
and/or Cash Equivalents to be held as security for all obligations of the
Borrower to the Issuing Lenders and the Lenders hereunder in a cash collateral
account to be established by the Administrative Agent.

            (b) In addition to any other mandatory repayments pursuant to this
Section 4.02, on each date set forth below (each, a "Scheduled Repayment Date"),
the Borrower shall be required to repay that principal amount of Term Loans, to
the extent then outstanding, as is set forth opposite each such date below (each
such repayment, as the same may be reduced as provided in Section 4.01(a),
4.01(b) or 4.02(g), a "Scheduled Repayment"):


                                      -21-
<PAGE>
<TABLE>
<CAPTION>
               Scheduled Repayment Date                           Amount
               ------------------------                           ------
<S>                                                            <C>
            September 30, 2003                                   $750,000
            December 31, 2003                                    $750,000
            March 31, 2004                                       $750,000
            June 30, 2004                                        $750,000
            September 30, 2004                                   $750,000
            December 31, 2004                                    $750,000
            March 31, 2005                                       $750,000
            June 30, 2005                                        $750,000
            September 30, 2005                                   $750,000
            December 31, 2005                                    $750,000
            March 31, 2006                                       $750,000
            June 30, 2006                                        $750,000
            September 30, 2006                                   $750,000
            December 31, 2006                                    $750,000
            March 31, 2007                                       $750,000
            June 30, 2007                                        $750,000
            September 30, 2007                                 $72,000,000
            December 31, 2007                                  $72,000,000
            March 31, 2008                                     $72,000,000
            Term Loan Maturity Date                            $72,000,000
</TABLE>

            (c) In addition to any other mandatory repayments pursuant to this
Section 4.02, on each date on or after the Initial Borrowing Date upon which
Holdings or any of its Subsidiaries receives any cash proceeds from any capital
contribution or any sale or issuance of its common or preferred equity
(including from the sale or issuance of options, warrants or rights to purchase
any such equity) (other than proceeds received from (i) equity issued by
Holdings to the extent that such proceeds are used, within 90 days after receipt
thereof, to finance a Permitted Acquisition and to pay the related fees and
expenses (although if all or any portion of such proceeds are not so used within
such 90-day period, such remaining portion shall be applied on the last day of
such period as provided below in this Section 4.02(c)), (ii) the sale or
issuance by Holdings of shares of its common or preferred equity (including as a
result of the exercise of any options, warrants or rights with respect thereto),
or options, warrants or rights to purchase such common or preferred equity, in
either case to any officers, directors or employees of Holdings or any of its
Subsidiaries, (iii) any capital contributions made by Holdings to the Borrower
either (x) in connection with an equity issuance or sale described in preceding
clauses (i) and (ii) or (y) with proceeds received by Holdings from a source
other than from the sale or issuance of Holdings' equity or a capital
contribution received by Holdings, and (iv) any capital contribu-


                                      -22-
<PAGE>
tions made to any Subsidiary of the Borrower to the extent made by the Borrower
or another Subsidiary of the Borrower), an amount equal to 50% of the Net Equity
Proceeds of such capital contribution or sale or issuance of equity shall be
applied on such date as a mandatory repayment of principal of outstanding Term
Loans in accordance with the requirements of Sections 4.02(g) and (h); provided,
however, if at the time of such equity issuance or capital contribution no
Default or Event of Default then exists or would result therefrom and the Senior
Leverage Ratio at such time (determined before giving effect to any such
issuance or capital contribution) is less than 1.00:1:00, then no mandatory
repayment shall be required pursuant to this Section 4.02(c).

            (d) In addition to any other mandatory repayments pursuant to this
Section 4.02, on each date on or after the Initial Borrowing Date upon which
Holdings or any of its Subsidiaries receives any cash proceeds from any issuance
or incurrence by Holdings or any of its Subsidiaries of Indebtedness (other than
Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on
the Effective Date), an amount equal to 100% of the Net Debt Proceeds of the
respective issuance or incurrence of Indebtedness shall be applied on such date
as a mandatory repayment of principal of outstanding Term Loans in accordance
with the requirements of Sections 4.02(g) and (h); provided, however, that
notwithstanding the foregoing, the Net Debt Proceeds of Additional Permitted
Subordinated Debt that are not used within the 60- or 90- day period specified
(and for the purposes described) in Section 9.04(vii)(B) or 9.04(viii), as
applicable, shall be applied on the last day of such period as a mandatory
repayment of principal of outstanding Term Loans in accordance with the
requirements of Sections 4.02(g) and (h).

            (e) In addition to any other mandatory repayments pursuant to this
Section 4.02, on each date on or after the Initial Borrowing Date upon which
Holdings or any of its Subsidiaries receives any cash proceeds from any Asset
Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be
applied on such date as a mandatory repayment of principal of outstanding Term
Loans in accordance with the requirements of Sections 4.02(g) and (h); provided,
however, that with respect to no more than $25,000,000 in the aggregate of cash
proceeds from Asset Sales in any fiscal year of Holdings, the Net Sale Proceeds
therefrom shall not be required to be so applied on such date so long as no
Default or Event of Default then exists or would result from such Asset Sale and
such Net Sale Proceeds shall be used to purchase assets (other than working
capital) used or to be used in the businesses permitted pursuant to Section 9.12
within 360 days following the date of such Asset Sale, and provided further,
that if all or any portion of such Net Sale Proceeds not required to be so
applied as provided above in this Section 4.02(e) are not so reinvested within
such 360-day period (or such earlier date, if any, as Holdings or the relevant
Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale
as set forth above), such remaining portion shall be applied on the last day of
such period (or such earlier date, as the case may be) as provided above in this
Section 4.02(e) without regard to the preceding proviso.

            (f) In addition to any other mandatory repayments pursuant to this
Section 4.02, within 30 days following each date on or after the Initial
Borrowing Date upon which Holdings or any of its Subsidiaries receives any cash
proceeds from any Recovery Event (other than Recovery Events where the Net
Insurance Proceeds therefrom do not exceed $500,000), an amount equal to 100% of
the Net Insurance Proceeds from such Recovery Event shall be applied within such
30 day period as a mandatory repayment of principal of outstanding Term Loans in


                                      -23-
<PAGE>
accordance with the requirements of Sections 4.02(g) and (h); provided, however,
that (x) so long as no Default or Event of Default then exists and such Net
Insurance Proceeds do not exceed $30,000,000, such Net Insurance Proceeds shall
not be required to be so applied within such 30 day period to the extent that
Holdings has delivered a certificate to the Administrative Agent within such 30
day period stating that such Net Insurance Proceeds shall be used to replace or
restore properties or assets in respect of which such Net Insurance Proceeds
were paid within 360 days following the date of receipt of such Net Insurance
Proceeds (which certificate shall set forth the estimates of the Net Insurance
Proceeds to be so expended), and (y) so long as no Default or Event of Default
then exists and if (i) the amount of such Net Insurance Proceeds exceeds
$30,000,000, (ii) the amount of such Net Insurance Proceeds, together with other
cash available to the Borrower and its Subsidiaries, equals at least 100% of the
cost of replacement or restoration of the properties or assets in respect of
which such Net Insurance Proceeds were paid as determined by the Borrower and as
supported by such estimates or bids from contractors or subcontractors or such
other supporting information as the Administrative Agent may reasonably request,
and (iii) the Borrower and its Subsidiaries have sufficient business
interruption insurance and will receive payments thereunder, as well as will
have sufficient cash flow from operations, in such amounts and at such times as
are necessary to satisfy all obligations and expenses of the Borrower
(including, without limitation, all debt service requirements, including
pursuant to this Agreement), without any delay or extension thereof, for the
period from the date of the respective casualty, condemnation or other event
giving rise to the Recovery Event and continuing through the completion of the
replacement or restoration of respective properties or assets, then the entire
amount of the proceeds of such Recovery Event and not just the portion in excess
of $30,000,000 shall be deposited with the Administrative Agent pursuant to a
cash collateral arrangement reasonably satisfactory to the Administrative Agent
whereby such proceeds shall be disbursed to the Borrower from time to time as
needed to pay actual costs incurred by it or its applicable Subsidiary in
connection with the replacement or restoration of the respective properties or
assets (pursuant to such certification requirements as may be established by the
Administrative Agent), provided further, that at any time while an Event of
Default has occurred and is continuing, the Required Lenders may direct the
Administrative Agent (in which case the Administrative Agent shall, and is
hereby authorized by the Borrower to, follow said directions) to apply any or
all proceeds then on deposit in such collateral account to the repayment of
Obligations hereunder, and provided further, that if all or any portion of such
proceeds not required to be applied as a mandatory repayment pursuant to the
second preceding proviso (whether pursuant to clause (x) or (y) thereof) are not
so used within 360 days after the date of the receipt of the respective Net
Insurance Proceeds, then such remaining portion not used shall be applied on the
361st day following the receipt of the respective Net Insurance Proceeds (or
such earlier date, if any, as Holdings or the relevant Subsidiary determines not
to reinvest the Net Insurance Proceeds relating to such Recovery Event as set
forth above) as a mandatory repayment of principal of outstanding Terms Loans in
accordance with the requirements of Sections 4.02(g) and (h).

            (g) The amount of each principal repayment of Term Loans made as
required by Sections 4.02(c), (d), (e) and (f) shall be applied to reduce the
then remaining Scheduled Repayments on a pro rata basis (based upon the then
remaining unpaid principal amounts of such Scheduled Repayments after giving
effect to all prior reductions thereto).


                                      -24-
<PAGE>
            (h) With respect to each repayment of Loans required by this Section
4.02, the Borrower may designate the Types of Loans of the respective Tranche
which are to be repaid and, in the case of Eurodollar Loans, the specific
Borrowing or Borrowings of the respective Tranche pursuant to which such
Eurodollar Loans were made, provided that: (i) repayments of Eurodollar Loans
pursuant to this Section 4.02 may only be made on the last day of an Interest
Period applicable thereto unless all Eurodollar Loans of the respective Tranche
with Interest Periods ending on such date of required repayment and all Base
Rate Loans of the respective Tranche have been paid in full; and (ii) each
repayment of any Loans made pursuant to a Borrowing shall be applied pro rata
among such Loans. In the absence of a designation by the Borrower as described
in the preceding sentence, the Administrative Agent shall, subject to the above,
make such designation in its sole discretion.

            (i) In addition to any other mandatory repayments pursuant to this
Section 4.02, (i) all then outstanding Term Loans shall be repaid in full on the
Term Loan Maturity Date, (ii) all then outstanding Revolving Loans shall be
repaid in full on the Revolving Loan Maturity Date, (iii) all then outstanding
Swingline Loans shall be repaid in full on the Swingline Expiry Date and (iv)
unless the Required Lenders otherwise agree in writing, all then outstanding
Loans shall be repaid in full on the date on which a Change of Control occurs.

            4.03 Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement and under any Note shall be
made to the Administrative Agent for the account of the Lender or Lenders
entitled thereto not later than 12:00 Noon (New York time) on the date when due
and shall be made in Dollars in immediately available funds at the Payment
Office. Whenever any payment to be made hereunder or under any Note shall be
stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable at the applicable rate during
such extension.

            4.04 Net Payments. (a) All payments made by any Credit Party under
any Credit Document will be made without setoff, counterclaim or other defense
(other than payment of such Obligation in cash in accordance with the terms
hereof). Except as provided in Section 4.04(b), all such payments will be made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income or net profits of a Lender pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein) and all interest, penalties or
similar liabilities with respect to such non-excluded taxes, levies, imposts,
duties, fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower
and any other Credit Party agrees to pay the full amount of such Taxes, and such
additional amounts as may be necessary so that every payment of all amounts due
under this Agreement or under any other Credit Document, after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such other Credit Document. If any amounts are payable
in respect of Taxes pursuant to the preceding sentence, the Borrower and any
other


                                      -25-
<PAGE>
Credit Party jointly and severally agree to reimburse each Lender, upon the
written request of such Lender, for taxes imposed on or measured by the net
income or net profits of such Lender pursuant to the laws of the jurisdiction in
which such Lender is organized or in which the principal office or applicable
lending office of such Lender is located or under the laws of any political
subdivision or taxing authority of any such jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such
Lender is located and for any withholding of taxes as such Lender shall
determine are payable by, or withheld from, such Lender, in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence. The Borrower will furnish to the Administrative Agent
within 45 days after the date the payment of any Taxes is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by the
Borrower or the respective Credit Party. The Borrower and any other Credit Party
jointly and severally agree to indemnify and hold harmless each Lender, and
reimburse such Lender upon its written request, for the amount of any Taxes so
levied or imposed and paid by such Lender.

            (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
agrees to deliver to the Borrower and the Administrative Agent on or prior to
the Effective Date or, in the case of a Lender that is an assignee or transferee
of an interest under this Agreement pursuant to Section 1.13 or 13.04(b) (unless
the respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Lender, (i) two accurate and complete original signed copies of Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or successor forms) certifying to such Lender's
entitlement as of such date to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note, or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x)
a certificate substantially in the form of Exhibit D (any such certificate, a
"Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN (with respect to the
portfolio interest exemption) (or successor form) certifying to such Lender's
entitlement as of such date to a complete exemption from United States
withholding tax with respect to payments of interest to be made under this
Agreement and under any Note. In addition, each Lender agrees that from time to
time after the Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, such Lender will deliver to the Borrower and the Administrative Agent
two new accurate and complete original signed copies of Internal Revenue Service
Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax
treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a
Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any Note, or such Lender shall
immediately notify the Borrower and the Administrative Agent of its inability to
deliver any such Form or Certificate, in which case such Lender shall not be
required to deliver any such Form or Certificate pursuant to this Section
4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a),
but subject to Section 13.04(b) and the immediately


                                      -26-
<PAGE>
succeeding sentence, (x) the Borrower shall be entitled, to the extent it is
required to do so by law, to deduct or withhold income or similar taxes imposed
by the United States (or any political subdivision or taxing authority thereof
or therein) from interest, Fees or other amounts payable hereunder for the
account of any Lender which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
to the extent that such Lender has not provided to the Borrower U.S. Internal
Revenue Service Forms that establish a complete exemption from such deduction or
withholding and (y) the Borrower shall not be obligated pursuant to Section
4.04(a) to gross-up payments to be made to a Lender in respect of income or
similar taxes imposed by the United States if (I) such Lender has not provided
to the Borrower the Internal Revenue Service Forms required to be provided to
the Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment,
other than interest, to a Lender described in clause (ii) above, to the extent
that such forms do not establish a complete exemption from withholding of such
taxes. Notwithstanding anything to the contrary contained in the preceding
sentence or elsewhere in this Section 4.04 and except as set forth in Section
13.04(b), the Borrower agrees to pay any additional amounts and to indemnify
each Lender in the manner set forth in Section 4.04(a) (without regard to the
identity of the jurisdiction requiring the deduction or withholding) in respect
of any amounts deducted or withheld by it as described in the immediately
preceding sentence as a result of any changes after the Effective Date in any
applicable law, treaty, governmental rule, regulation, guideline or order, or in
the interpretation thereof, relating to the deducting or withholding of income
or similar taxes.

            SECTION 5. Conditions Precedent to Credit Events on the Initial
Borrowing Date. The obligation of each Lender to make Loans, and the obligation
of each Issuing Lender to issue Letters of Credit, on the Initial Borrowing
Date, is subject at the time of the making of such Loans or the issuance of such
Letters of Credit to the satisfaction of the following conditions:

            5.01 Effective Date; Notes. On or prior to the Initial Borrowing
Date, (i) the Effective Date shall have occurred and (ii) there shall have been
delivered to the Administrative Agent for the account of each of the Lenders
that has requested same the appropriate Term Note and/or Revolving Note executed
by the Borrower and, if requested by the Swingline Lender, the Swingline Note
executed by the Borrower, in each case in the amount, maturity and as otherwise
provided herein.

            5.02 Officer's Certificate. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate, dated the Initial
Borrowing Date and signed on behalf of the Borrower by the chairman of the
board, the chief executive officer, the chief financial officer, the president
or any vice president of the Borrower, certifying on behalf of the Borrower that
all of the conditions in Sections 5.05, 5.06, 5.07, 5.08 and 6.01 have been
satisfied on such date.

            5.03 Opinions of Counsel. On the Initial Borrowing Date, the
Administrative Agent shall have received (i) from Gibson, Dunn & Crutcher LLP,
special counsel to the Credit Parties, an opinion addressed to the Agents, the
Collateral Agent and each of the Lenders and dated the Initial Borrowing Date
covering the matters set forth in Exhibit E-1 and such other matters incident to
the transactions contemplated herein as any Agent may reasonably request and
(ii) from Paul Delva, Esq., General Counsel of the Borrower, an opinion
addressed to the Agents, the Collateral Agent and each of the Lenders and dated
the Initial Borrowing Date


                                      -27-
<PAGE>
covering the matters set forth in Exhibit E-2 and such other matters incident to
the transactions contemplated herein as any Agent may reasonably request.

            5.04 Corporate Documents; Proceedings; etc. (a) On the Initial
Borrowing Date, the Administrative Agent shall have received a certificate from
each Credit Party, dated the Initial Borrowing Date, signed by the chairman of
the board, the chief executive officer, the president or any vice president of
such Credit Party, and attested to by the secretary or any assistant secretary
of such Credit Party, in the form of Exhibit F with appropriate insertions,
together with copies of the certificate or articles of incorporation and by-laws
(or equivalent organizational documents), as applicable, of such Credit Party
and the resolutions of such Credit Party referred to in such certificate, and
each of the foregoing shall be in form and substance reasonably acceptable to
the Agents.

            (b) On the Initial Borrowing Date, all corporate, partnership,
limited liability company and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Agreement
and the other Credit Documents shall be reasonably satisfactory in form and
substance to the Agents, and the Agents shall have received all information and
copies of all documents and papers, including records of corporate proceedings,
governmental approvals, good standing certificates and bring-down telegrams or
facsimiles, if any, which any Agent may have reasonably requested in connection
therewith, such documents and papers where appropriate to be certified by proper
corporate, partnership, limited liability company or governmental authorities.

            5.05 Refinancing, etc. (a) On or prior to the Initial Borrowing
Date, the total commitments pursuant to the Existing Credit Agreement shall have
been terminated, and all loans and notes with respect thereto shall have been
repaid in full (together with interest thereon), all letters of credit issued
thereunder shall have been terminated (or incorporated as Letters of Credit
under this Agreement) and all other amounts owing pursuant to the Existing
Credit Agreement shall have been repaid in full. The creditors in respect of the
Existing Credit Agreement shall have terminated and released all security
interests in and Liens on the assets of Holdings and its Subsidiaries created
pursuant to the security documentation relating to the Existing Credit
Agreement, and such creditors shall have returned to Holdings and the other
Credit Parties all certificated capital stock and promissory notes pledged under
the Existing Credit Agreement, and the Administrative Agent shall have received
evidence, in form and substance reasonably satisfactory to it, that the matters
set forth in this Section 5.05(a) have been satisfied as of the Initial
Borrowing Date.

            (b) On the Initial Borrowing Date (and concurrently with the
incurrence of Term Loans hereunder), (i) the Borrower shall have delivered to
the 10-3/8% Senior Subordinated Notes Trustee an irrevocable notice of
redemption for all outstanding 10-3/8% Senior Subordinated Notes in accordance
with the terms of the 10-3/8% Senior Subordinated Note Indenture, (ii) the
Borrower shall have irrevocably deposited with the 10-3/8% Senior Subordinated
Notes Trustee cash in an amount sufficient to pay and discharge the entire
Indebtedness on the outstanding 10-3/8% Senior Subordinated Notes for principal
of, premium, if any, and interest on, such 10-3/8%


                                      -28-
<PAGE>
Senior Subordinated Notes through the date of such redemption (which shall be no
later than 35 days following the Initial Borrowing Date), (iii) the Borrower
shall have paid all other sums that are then payable by the Borrower under the
10-3/8% Senior Subordinated Note Indenture, (iv) the Borrower shall have
irrevocably instructed the 10-3/8% Senior Subordinated Note Trustee in writing
to apply the funds referred to in preceding clause (ii) to the payment of the
10-3/8% Senior Subordinated Notes, (v) the 10-3/8% Senior Subordinated Note
Trustee shall have acknowledged in writing the satisfaction and discharge of the
10-3/8% Senior Subordinated Note Indenture, and (vi) the Administrative Agent
shall have received evidence, in form and substance reasonably satisfactory to
it, that the matters set forth in preceding clauses (i) through (v) have been
satisfied.

            (c) On or prior to the Initial Borrowing Date, (x) the
Administrative Agent shall have received a certificate, dated the Initial
Borrowing Date and signed on behalf of the Borrower by the treasurer of the
Borrower and also by any of the chairman of the board, the president, any vice
president or the secretary of the Borrower, (i) certifying on behalf of the
Borrower that this Agreement and the incurrence of all Loans and the issuance of
all Letters of Credit on the Initial Borrowing Date are permitted under (and do
not violate the provisions of) the 10--1/2% Senior Subordinated Note Indenture
and setting forth in reasonable detail the reasons therefor and (ii) containing
financial calculations (in reasonable detail) demonstrating that the
Consolidated Coverage Ratio (as defined in the 10--1/2% Senior Subordinated Note
Indenture) exceeds 2.0 to 1.0 (after giving effect to the incurrence of all Term
Loans on the Initial Borrowing Date), and (y) the Administrative Agent shall
have received a supplemental indenture to the 10--1/2% Senior Subordinated Note
Indenture permitting the Subsidiary Guarantors to enter into the Subsidiaries
Guaranty, which supplemental indenture shall be in form and substance reasonably
satisfactory to the Agents and shall be in full force and effect on the Initial
Borrowing Date.

            5.06 Existing Cash and Indebtedness. On the Initial Borrowing Date
(but prior to giving effect to the Refinancing and any incurrence of Loans on
such date), (i) the Borrower shall have at least $25,000,000 of unrestricted
cash on hand and (ii) the only outstanding obligations under the Existing Credit
Agreement shall be in respect of up to $1,000,000 of letters of credit issued
thereunder.

            5.07 Adverse Change, Approvals. (a) Since December 31, 2002, nothing
shall have occurred (and neither any Agent nor the Required Lenders shall have
become aware of any facts or conditions not previously known) which any Agent or
the Required Lenders shall determine has had, or could reasonably be expected to
have, a Material Adverse Effect.

            (b) On or prior to the Initial Borrowing Date, all necessary
governmental (domestic and foreign) and third party approvals and/or consents in
connection with the Transaction, the other transactions contemplated hereby and
the granting of Liens under the Credit Documents shall have been obtained and
remain in effect, and all applicable waiting periods with respect thereto shall
have expired without any action being taken by any competent authority which, in
the judgment of the Agents, restrains, prevents or imposes materially adverse
conditions upon the consummation of the Transaction or the other transactions
contemplated by the Credit Documents or otherwise referred to herein or therein.
On the Initial Borrowing Date, there shall not exist any judgment, order,
injunction or other restraint issued or filed or a hearing seeking injunctive
relief or other restraint pending or notified prohibiting or imposing materially
adverse conditions upon the Transaction or the other transactions contemplated
by the Credit Documents or otherwise referred to herein or therein.


                                      -29-

<PAGE>
         5.08 Litigation. On the Initial Borrowing Date, there shall be no
actions, suits or proceedings pending or threatened (i) with respect to this
Agreement or any other Credit Document or (ii) which any Agent or the Required
Lenders shall determine has had, or could reasonably be expected to have, a
Material Adverse Effect.

         5.09 Pledge Agreement. On the Initial Borrowing Date, each Credit Party
shall have duly authorized, executed and delivered the Pledge Agreement in the
form of Exhibit G (as amended, modified or supplemented from time to time
(including pursuant to Section 8.12), the "Pledge Agreement") and shall have
delivered to the Collateral Agent, as Pledgee thereunder, all of the Pledge
Agreement Collateral) referred to therein and then owned by such Credit Party
(other than the stock certificates listed on Schedule IV), (x) endorsed in blank
in the case of promissory notes constituting Pledge Agreement Collateral and (y)
together with executed and undated endorsements for transfer in the case of
equity interests constituting certificated Pledge Agreement Collateral, along
with evidence that all other actions necessary or, in the reasonable opinion of
the Collateral Agent, desirable, to perfect the security interests purported to
be created by the Pledge Agreement have been taken and the Pledge Agreement
shall be in full force and effect.

         5.10 Subsidiaries Guaranties. On the Initial Borrowing Date, each
Subsidiary Guarantor shall have duly authorized, executed and delivered the
Subsidiaries Guaranty in the form of Exhibit H (as amended, modified or
supplemented from time to time, the "Subsidiaries Guaranty"), and the
Subsidiaries Guaranty shall be in full force and effect.

         5.11 Pro Forma Balance Sheet; Projections. On or prior to the Initial
Borrowing Date, the Agents shall have received true and correct copies of the
pro forma balance sheet and the Projections referred to in Sections 7.05(a)(ii)
and (d), which pro forma balance sheet and Projections shall be in form and
substance reasonably satisfactory to the Agents and the Required Lenders.

         5.12 Solvency Certificate. On the Initial Borrowing Date, the
Administrative Agent shall have received a solvency certificate from the chief
financial officer of Holdings in the form of Exhibit I.

         5.13 Fees, etc. On the Initial Borrowing Date, the Borrower shall have
paid to each Agent and each Lender all costs, fees and expenses (including,
without limitation, legal fees and expenses) and other compensation contemplated
hereby payable to such Agent or such Lender to the extent then due.

         SECTION 6. Conditions Precedent to All Credit Events. The obligation of
each Lender to make Loans (including Loans made on the Initial Borrowing Date),
and the obligation of each Issuing Lender to issue Letters of Credit (including
Letters of Credit issued on the Initial Borrowing Date), is subject, at the time
of each such Credit Event (except as hereinafter indicated), to the satisfaction
of the following conditions:

         6.01 No Default; Representations and Warranties. At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit


                                      -30-
<PAGE>
Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on the date
of such Credit Event (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date).

         6.02 Notice of Borrowing; Letter of Credit Request. (a) Prior to the
making of each Loan (other than a Swingline Loan or a Revolving Loan made
pursuant to a Mandatory Borrowing), the Administrative Agent shall have received
a Notice of Borrowing meeting the requirements of Section 1.03(a). Prior to the
making of each Swingline Loan, the Swingline Lender shall have received the
notice referred to in Section 1.03(b)(i).

         (b) Prior to the issuance of each Letter of Credit, the Administrative
Agent and the respective Issuing Lender shall have received a Letter of Credit
Request meeting the requirements of Section 2.03(a).

         6.03 No Excess Cash. The obligation of each Lender to make Revolving
Loans, and the obligation of the Swingline Lender to make Swingline Loans, in
each case, shall be subject to the satisfaction of the condition that at the
time of each such making of a Revolving Loan or Swingline Loan and immediately
after giving effect thereto, Holdings and its Subsidiaries shall not hold cash
and Cash Equivalents in an aggregate amount (after giving effect to the
incurrence of such Credit Event and the application of proceeds therefrom and
the application of any other cash or Cash Equivalents on hand (to the extent
such proceeds and/or other cash or Cash Equivalents are actually utilized by
Holdings, the Borrower and/or any other Subsidiary of Holdings on the respective
date of incurrence of the respective Credit Event for a permitted purpose other
than an investment in Cash Equivalents)) in excess of $350,000,000.

         The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by Holdings and the Borrower to the Administrative
Agent and each of the Lenders that all the conditions specified in Section 5
(with respect to Credit Events on the Initial Borrowing Date) and in this
Section 6 (with respect to Credit Events on or after the Initial Borrowing Date)
and applicable to such Credit Event are satisfied as of that time. All of the
Notes, certificates, legal opinions and other documents and papers referred to
in Section 5 and in this Section 6, unless otherwise specified, shall be
delivered to the Administrative Agent at the Notice Office for the account of
each of the Lenders and, except for the Notes, in sufficient counterparts or
copies for each of the Lenders and shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders.

         SECTION 7. Representations, Warranties and Agreements. In order to
induce the Lenders to enter into this Agreement and to make the Loans, and issue
(or participate in) the Letters of Credit as provided herein, each of Holdings
and the Borrower makes the following representations, warranties and agreements,
in each case after giving effect to the Transaction, all of which shall survive
the execution and delivery of this Agreement and the Notes and the making of the
Loans and the issuance of the Letters of Credit, with the occurrence of each
Credit Event on or after the Initial Borrowing Date being deemed to constitute a
representation and warranty that the matters specified in this Section 7 are
true and correct in all material respects on and as of the Initial Borrowing
Date and on the date of each such other Credit Event (it being


                                      -31-
<PAGE>
understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date).

         7.01 Organizational Status. Each of Holdings and each of its
Subsidiaries (i) is a duly organized and validly existing corporation,
partnership or limited liability company, as the case may be, in good standing
under the laws of the jurisdiction of its organization except, in the case of a
Foreign Subsidiary of the Borrower, for failures to be in good standing which,
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect, (ii) has the corporate, partnership or limited
liability company power and authority, as the case may be, to own its property
and assets and to transact the business in which it is engaged and presently
proposes to engage and (iii) is duly qualified and is authorized to do business
and is in good standing in each jurisdiction where the ownership, leasing or
operation of its property or the conduct of its business requires such
qualifications except for failures to be so qualified which, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

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

         7.03 No Violation. Neither the execution, delivery or performance by
any Credit Party of the Credit Documents to which it is a party, nor compliance
by it with the terms and provisions thereof, (i) will contravene any provision
of any law, statute, rule or regulation or any order, writ, injunction or decree
of any court or governmental instrumentality, (ii) will conflict with or result
in any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (except pursuant to the Security
Documents) upon any of the property or assets of any Credit Party or any of its
Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement or loan agreement, or any other material agreement, contract or
instrument, in each case to which any Credit Party or any of its Subsidiaries is
a party or by which it or any its property or assets is bound or to which it may
be subject, or (iii) will violate any provision of the certificate or articles
of incorporation, certificate of formation, limited liability company agreement
or by-laws (or equivalent organizational documents), as applicable, of any
Credit Party or any of its Subsidiaries.

         7.04 Approvals. No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with, or exemption by
(except for (x) those that have otherwise been obtained or made on or prior to
the Initial Borrowing Date and which


                                      -32-
<PAGE>
remain in full force and effect on the Initial Borrowing Date and (y) such
filings (if any) as may be required to perfect the Liens created pursuant to the
applicable Security Documents (which filings have been made to the extent that
this representation and warranty is made (or deemed made) on or after the 10th
day after the execution and delivery of such Security Documents)), any
governmental or public body or authority, or any subdivision thereof, is
required to be obtained or made by, or on behalf of, any Credit Party to
authorize, or is required to be obtained or made by, or on behalf of, any Credit
Party in connection with, (i) the execution, delivery and performance of any
Credit Document or (ii) the legality, validity, binding effect or enforceability
of any such Credit Document.

         7.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections. (a) (i) The consolidated balance sheets of Holdings
for its fiscal year and three-month period ended December 29, 2002 and March 30,
2003, respectively, and the related consolidated statements of income, cash
flows and retained earnings of Holdings for its fiscal year and three-month
period, as the case may be, ended on such dates, copies of which have been
furnished to the Lenders prior to the Initial Borrowing Date, present fairly in
all material respects the consolidated financial position of Holdings at the
dates of such balance sheets and the consolidated results of the operations of
Holdings for the periods covered thereby. All of the foregoing historical
financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied (except, in the case of the
aforementioned three-month interim financial statements, for normal year-end
audit adjustments and the absence of footnotes).

         (ii) The pro forma consolidated balance sheet of Holdings as of March
30, 2003, a copy of which has been furnished to the Lenders prior to the Initial
Borrowing Date, presents fairly in all material respects the pro forma
consolidated financial position of Holdings as of March 30, 2003 after giving
effect to the Transaction as if same had occurred on such date.

         (b) On and as of the Initial Borrowing Date and after giving effect to
the Transaction and to all Indebtedness (including, without duplication, the
Loans) being incurred or assumed and Liens created by the Credit Parties in
connection therewith, (i) the sum of the assets, at a fair valuation, of the
Borrower on a stand-alone basis and of Holdings and its Subsidiaries taken as a
whole will exceed their respective debts, (ii) each of the Borrower on a
stand-alone basis and Holdings and its Subsidiaries taken as a whole have not
incurred and do not intend to incur, and do not believe that they will incur,
debts beyond their respective ability to pay such debts as such debts mature,
and (iii) the Borrower on a stand-alone basis and Holdings and its Subsidiaries
taken as a whole will have sufficient capital with which to conduct their
respective businesses. For purposes of this Section 7.05(b), "debt" means any
liability on a claim, and "claim" means (a) right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured,
or unsecured or (b) right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured. The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.



                                      -33-
<PAGE>
         (c) Except as disclosed in the financial statements delivered pursuant
to Section 7.05(a) and except for the Obligations, there were as of the Initial
Borrowing Date no liabilities or obligations with respect to Holdings or any of
its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent
or otherwise and whether or not due) which, either individually or in the
aggregate, could reasonably be expected to be material to Holdings and its
Subsidiaries taken as a whole. As of the Initial Borrowing Date, neither
Holdings nor the Borrower knows of any basis for the assertion against it or any
of its Subsidiaries of any liability or obligation of any nature whatsoever that
is not disclosed in the financial statements delivered pursuant to Section
7.05(a) or referred to in the immediately preceding sentence which, either
individually or in the aggregate, could reasonably be expected to be material to
Holdings and its Subsidiaries taken as whole.

         (d) The Projections delivered to the Agents and the Lenders prior to
the Initial Borrowing Date have been prepared in good faith and are based on
assumptions believed by Holdings and the Borrower to be reasonable at the time
made (which assumptions remain reasonable on the Initial Borrowing Date), it
being recognized by the Lenders, however, that projections as to future events
are not to be viewed as facts and that the actual results during the period or
periods covered by the Projections may differ from the projected results and
such differences may be material.

         (e) Since December 29, 2002, there has been no change in the condition
(financial or otherwise), business, operations, property, assets, liabilities or
prospects of Holdings or any of its Subsidiaries that has had, or could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.

         7.06 Litigation. There are no actions, suits or proceedings pending or,
to the knowledge of Holdings and the Borrower, threatened (i) with respect to
any Credit Document or (ii) that could reasonably be expected, either
individually or in the aggregate, to have a Material Adverse Effect.

         7.07 True and Complete Disclosure. All factual information (taken as a
whole) furnished by or on behalf of Holdings or the Borrower in writing to any
Agent or any Lender (including, without limitation, all information contained in
the Credit Documents) for purposes of or in connection with this Agreement, the
other Credit Documents or any transaction contemplated herein or therein is, and
all other such factual information (taken as a whole) hereafter furnished by or
on behalf of Holdings or the Borrower in writing to any Agent or any Lender will
be, true and accurate in all material respects on the date as of which such
information is dated or certified and not incomplete by omitting to state any
fact necessary to make such information (taken as a whole) not misleading in any
material respect at such time in light of the circumstances under which such
information was provided.

         7.08 Use of Proceeds; Margin Regulations. (a) All proceeds of the Term
Loans will be used by the Borrower to finance, in part, the Refinancing and to
pay the fees and expenses relating to the Transaction.

         (b) All proceeds of the Revolving Loans and the Swingline Loans will be
used for the working capital and general corporate purposes of the Borrower and
its Subsidiaries;


                                      -34-
<PAGE>
provided that no Revolving Loans or Swingline Loans may be used to effect the
Refinancing or to pay any fees and expenses related to the Transaction.

         (c) No part of any Credit Event (or the proceeds thereof) will be used
to purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock. Neither the making of any Loan nor the
use of the proceeds thereof nor the occurrence of any other Credit Event will
violate or be inconsistent with the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System.

         7.09 Tax Returns and Payments. Each of Holdings and each of its
Subsidiaries has timely filed or caused to be timely filed with the appropriate
taxing authority all federal, state and other material returns, statements,
forms and reports for taxes (the "Returns") required to be filed by, or with
respect to the income, properties or operations of, Holdings and/or any of its
Subsidiaries. The Returns accurately reflect in all material respects all
liability for taxes of Holdings and its Subsidiaries for the periods covered
thereby. Each of Holdings and each of its Subsidiaries has paid all taxes and
assessments payable by it which have become due, other than those that are
immaterial and those being contested in good faith and adequately disclosed and
fully provided for on the financial statements of Holdings and its Subsidiaries
in accordance with generally accepted accounting principles. There is no action,
suit, proceeding, investigation, audit or claim now pending or, to the best
knowledge of Holdings and the Borrower, threatened by any authority regarding
any taxes relating to Holdings or any of its Subsidiaries that, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. As of the Initial Borrowing Date, neither Holdings nor
any of its Subsidiaries has entered into an agreement or waiver or been
requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of Holdings or any of
its Subsidiaries, or is aware of any circumstances that would cause the taxable
years or other taxable periods of Holdings or any of its Subsidiaries not to be
subject to the normally applicable statute of limitations. Neither Holdings nor
any of its Subsidiaries has incurred, nor will any of them incur, any material
tax liability in connection with the Transaction or any other transactions
contemplated hereby (it being understood that the representation contained in
this sentence does not cover any future tax liabilities of Holdings or any of
its Subsidiaries arising as a result of the operation of their businesses in the
ordinary course of business).

         7.10 Compliance with ERISA. (a) Schedule V sets forth, as of the
Initial Borrowing Date, the name of each Plan. Each Plan (and each related
trust, insurance contract or fund) is in substantial compliance with its terms
and with all applicable laws, including, without limitation, ERISA and the Code;
each Plan (and each related trust, if any) which is intended to be qualified
under Section 401(a) of the Code has received a determination letter from the
Internal Revenue Service to the effect that it meets the requirements of
Sections 401(a) and 501(a) of the Code; neither Holdings nor any of its
Subsidiaries or ERISA Affiliates has ever maintained or contributed to, or had
any obligation to maintain or contribute to (or borne any liability with respect
to) any "employee pension benefit plan," within the meaning of Section 3(2) of
ERISA, that is a "multiemployer plan," within the meaning of Section 3(37) of
ERISA, or that is subject to the minimum funding standards of Section 412 of the
Code or Section 302 of ERISA or subject to Title IV of ERISA; all contributions
required to be made with respect to a Plan have been timely made; neither
Holdings nor any Subsidiary of Holdings nor any ERISA Affiliate has incurred any
material liability (including any indirect, contingent or secondary liability)
to or on


                                      -35-
<PAGE>
account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4204 or 4212 of
ERISA or Section 4975 of the Code or expects to incur any such material
liability under any of the foregoing sections with respect to any Plan; no
condition exists which presents a material risk to Holdings or any Subsidiary of
Holdings or any ERISA Affiliate of incurring a material liability to or on
account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no
action, suit, proceeding, hearing, audit or investigation with respect to the
administration, operation or the investment of assets of any Plan (other than
routine claims for benefits) is pending, expected or threatened; each group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) maintained by Holdings or any of its Subsidiaries or ERISA Affiliates
which covers or has covered employees or former employees of Holdings, any
Subsidiary of Holdings, or any ERISA Affiliate has at all times been operated in
compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and
Section 4980B of the Code, except for any failure to so comply which could not,
either individually or in the aggregate, reasonably be expected to result in a
material liability of Holdings or any Subsidiary of Holdings; no lien imposed
under the Code or ERISA on the assets of Holdings or any Subsidiary of Holdings
or any ERISA Affiliate exists or is likely to arise on account of any Plan; and
Holdings and its Subsidiaries may cease contributions to or terminate any equity
based compensation plan and any employee benefit plan (as defined in Section
3(3) of ERISA) maintained by any of them without incurring any material
liability.

         (b) Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities. All material
contributions required to be made with respect to a Foreign Pension Plan have
been timely made. Neither Holdings nor any of its Subsidiaries has incurred any
material obligation in connection with the termination of, or withdrawal from,
any Foreign Pension Plan. The present value of the accrued benefit liabilities
(whether or not vested) under each Foreign Pension Plan, determined as of the
end of Holding's most recently ended fiscal year on the basis of actuarial
assumptions, each of which is reasonable, did not exceed the current value of
the assets of such Foreign Pension Plan allocable to such benefit liabilities by
a material amount.

         7.11 The Security Documents. (a) The security interests created under
the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the
benefit of the Secured Creditors, constitute perfected security interests in the
Pledge Agreement Collateral described in the Pledge Agreement (to the extent
that perfection is governed by the law of the United States, any State thereof
or the District of Columbia), subject to no security interests of any other
Person.

         (b) If the Security Agreement is executed and delivered in accordance
with Section 8.12, the provisions of the Security Agreement will be effective to
create in favor of the Collateral Agent for the benefit of the Secured Creditors
a legal, valid and enforceable security interest in all right, title and
interest of the Credit Parties in the Security Agreement Collateral described
therein (to the extent that such matters are governed by the laws of the United
States, any State thereof or the District of Columbia), and, upon the filing of
appropriate financings under the UCC as enacted in any relevant jurisdiction,
the filing of the Grants of Security Interest in the respective forms attached
to the Security Agreement or the Collateral Agent obtaining


                                      -36-
<PAGE>
possession or control (within the meaning of Section 9-314 of the New York UCC)
to the extent required by the Security Agreement, the Collateral Agent, for the
benefit of the Secured Creditors, will have a fully perfected security interest
in all right, title and interest in all of the Security Agreement Collateral
described therein to the extent that the Security Agreement Collateral consists
of the type of property in which a security interest may be perfected by
possession or control, by filing a financing statement under the UCC as enacted
in any relevant jurisdiction and by a filing of a Grant of Security Interest in
the respective form attached to the Security Agreement in the United States
Patent and Trademark Office or in the United States Copyright Office, subject to
no other Liens other than Permitted Liens. The recordation of (x) the Grant of
Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security
Interest in U.S. Trademarks, if applicable, in the respective form attached to
the Security Agreement, in each case in the United States Patent and Trademark
Office, together with filings on Form UCC-1 made pursuant to the Security
Agreement, will create, as may be perfected by such filings and recordation, a
perfected security interest in the United States trademarks and patents covered
by the Security Agreement, and the recordation of the Grant of Security Interest
in U.S. Copyrights, if applicable, in the form attached to the Security
Agreement with the United States Copyright Office, together with filings on Form
UCC-1 made pursuant to the Security Agreement, will create, as may be perfected
by such filings and recordation, a perfected security interest in the United
States copyrights covered by the Security Agreement.

         (c) If any Mortgage is executed and delivered in accordance with
Section 8.12, each such Mortgage will create, as security for the obligations
purported to be secured thereby, a valid and enforceable perfected security
interest in and mortgage lien on the respective Mortgaged Property in favor of
the Collateral Agent (or such other trustee as may be required or desired under
local law) for the benefit of the Secured Creditors, superior and prior to the
rights of all third Persons (except that the security interest and mortgage lien
created on such Mortgaged Property may be subject to the Permitted Encumbrances
related thereto) and subject to no other Liens (other than Permitted Liens
related thereto).

         7.12 Properties. All Real Property owned by Holdings or any of its
Subsidiaries as of the Initial Borrowing Date, and the nature of the interest
therein, is correctly set forth in Schedule VI. Each of Holdings and each of its
Subsidiaries has good and indefeasible title to all material properties owned by
it, including all material property reflected in the most recent historical
balance sheets referred to in Section 7.05(a) (except as sold or otherwise
disposed of since the date of such balance sheet in the ordinary course of
business or as permitted by the terms of this Agreement), free and clear of all
Liens, other than Permitted Liens.

         7.13 Capitalization. (a) On the Initial Borrowing Date, the authorized
capital stock of Holdings consists of (i) 340,000,000 shares of common stock,
$.01 par value, and (ii) 100,000 shares of preferred stock, $.01 par value. All
outstanding shares of capital stock of Holdings have been duly and validly
issued and are fully paid and non-assessable. Holdings does not have outstanding
any capital stock or other securities convertible into or exchangeable for its
capital stock or any rights to subscribe for or to purchase, or any options for
the purchase of, or any agreement providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to,
its capital stock other than (i) the 5% Convertible Senior Subordinated Notes,
(ii) any Additional Permitted Subordinated Debt that


                                      -37-
<PAGE>
may be convertible into shares of common stock of Holdings or shares of
Qualified Preferred Stock of Holdings, (iii) any shares of Qualified Preferred
Stock of Holdings that may be convertible into shares of common stock of
Holdings or (iv) options, warrants or rights that have been or may be issued
from time to time to purchase shares of Holdings' common stock or Qualified
Preferred Stock.

         (b) On the Initial Borrowing Date, the authorized capital stock of the
Borrower consists of 1,000 shares of common stock, $.01 par value, of which 100
shares are issued and outstanding and owned by Holdings. All outstanding shares
of the capital stock of the Borrower have been duly and validly issued and are
fully paid and non-assessable. The Borrower does not have outstanding any
securities convertible into or exchangeable for its capital stock or outstanding
any rights to subscribe for or to purchase, or any options for the purchase of,
or any agreement providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to, its capital stock.

         7.14 Subsidiaries; etc. (a) Holdings has no direct Subsidiaries other
than the Borrower and the Borrower has no Subsidiaries other than (i) those
Subsidiaries listed on Schedule VII (which Schedule identifies the direct owner
of each such Subsidiary on the Effective Date and their percentage ownership
therein) and (ii) new Subsidiaries created or acquired after the Initial
Borrowing Date in accordance with the terms of this Agreement.

         (b) Schedule VII also sets forth, as of the Effective Date, the exact
legal name of each Credit Party, the type of organization of such Credit Party,
whether or not such Credit Party is a registered organization (within the
meaning of the New York UCC), the jurisdiction of organization of such Credit
Party, the location (within the meaning of the New York UCC) of such Credit
Party, and the organizational identification number (if any) of such Credit
Party.

         7.15 Compliance with Statutes, etc. Each of Holdings and each of its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including, without limitation, applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances as could not, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

         7.16 Investment Company Act. Neither Holdings nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

         7.17 Public Utility Holdings Company Act. Neither Holdings nor any of
its Subsidiaries is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company" within the meaning of the Public Utility Holdings Company
Act of 1935, as amended.

         7.18 Environmental Matters. (a) Each of Holdings and each of its
Subsidiaries is in compliance with all applicable Environmental Laws and the
requirements of any permits issued under such Environmental Laws. There are no
pending or, to the knowledge of Holdings


                                      -38-
<PAGE>
and the Borrower, threatened Environmental Claims against Holdings or any of its
Subsidiaries or any Real Property owned, leased or operated by Holdings or any
of its Subsidiaries (including any such claim arising out of the ownership,
lease or operation by Holdings or any of its Subsidiaries of any Real Property
formerly owned, leased or operated by Holdings or any of its Subsidiaries but no
longer owned, leased or operated by Holdings or any of its Subsidiaries). There
are no facts, circumstances, conditions or occurrences with respect to the
business or operations of Holdings or any of its Subsidiaries, or any Real
Property owned, leased or operated by Holdings or any of its Subsidiaries
(including any Real Property formerly owned, leased or operated by Holdings or
any of its Subsidiaries but no longer owned, leased or operated by Holdings or
any of its Subsidiaries) or, to the knowledge of Holdings and the Borrower, any
property adjoining or adjacent to any such Real Property that could be
reasonably expected (i) to form the basis of an Environmental Claim against
Holdings or any of its Subsidiaries or any Real Property owned, leased or
operated by Holdings or any of its Subsidiaries or (ii) to cause any Real
Property owned, leased or operated by Holdings or any of its Subsidiaries to be
subject to any restrictions on the ownership, lease, occupancy or
transferability of such Real Property by Holdings or any of its Subsidiaries
under any applicable Environmental Law.

         (b) Hazardous Materials have not at any time been generated, used,
treated or stored on, or transported to or from, or Released on or from, any
Real Property owned, leased or operated by Holdings or any of its Subsidiaries
or, to the knowledge of Holdings and the Borrower, any property adjoining or
adjacent to any Real Property, where such generation, use, treatment, storage,
transportation or Release has violated or could be reasonably expected to
violate any applicable Environmental Law or give rise to an Environmental Claim.

         (c) Notwithstanding anything to the contrary in this Section 7.18, the
representations and warranties made in this Section 7.18 shall be untrue only if
the effect of any or all conditions, violations, claims, restrictions, failures
and noncompliances of the types described above could, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

         7.19 Labor Relations. Neither Holdings nor any of its Subsidiaries is
engaged in any unfair labor practice that could reasonably be expected, either
individually or in the aggregate, to have a Material Adverse Effect. There is
(i) no unfair labor practice complaint pending against Holdings or any of its
Subsidiaries or, to the knowledge of Holdings and the Borrower, threatened
against any of them, before the National Labor Relations Board, and no grievance
or arbitration proceeding arising out of or under any collective bargaining
agreement is so pending against Holdings or any of its Subsidiaries or, to the
knowledge of Holdings and the Borrower, threatened against any of them, (ii) no
strike, labor dispute, slowdown or stoppage pending against Holdings or any of
its Subsidiaries or, to the knowledge of Holdings and the Borrower, threatened
against Holdings or any of its Subsidiaries and (iii) no union representation
question exists with respect to the employees of Holdings or any of its
Subsidiaries, except (with respect to any matter specified in clause (i), (ii)
or (iii) above, either individually or in the aggregate) such as could not
reasonably be expected to have a Material Adverse Effect.

         7.20 Intellectual Property, etc. Each of Holdings and each of its
Subsidiaries owns or has the right to use all the patents, trademarks, permits,
domain names, service marks, trade names, copyrights, licenses, franchises,
inventions, trade secrets, proprietary information


                                      -39-
<PAGE>
and know-how of any type, whether or not written (including, but not limited to,
rights in computer programs and databases) and formulas, or rights with respect
to the foregoing, and has obtained assignments of all leases, licenses and other
rights of whatever nature, necessary for the present conduct of its business,
without any known conflict with the rights of others which, or the failure to
obtain which, as the case may be, would reasonably be expected, either
individually or in the aggregate, to have a Material Adverse Effect.

         7.21 Indebtedness. Schedule VIII sets forth a true and complete list of
all Indebtedness (including Contingent Obligations) of Holdings and its
Subsidiaries as of the Initial Borrowing Date (after giving effect to the
Refinancing, but excluding the Loans and the Letters of Credit, the "Existing
Indebtedness") and which is to remain outstanding after giving effect to the
Transaction, in each case showing the aggregate principal amount thereof and the
name of the respective borrower and any Credit Party or any of its Subsidiaries
which directly or indirectly guarantees such debt.

         7.22 Insurance. Schedule IX sets forth a true and complete listing of
all insurance maintained by Holdings and its Subsidiaries as of the Initial
Borrowing Date, with the amounts insured (and any deductibles) set forth
therein.

         7.23 Subordination, etc. (a) The subordination provisions contained in
the 5% Convertible Senior Subordinated Note Documents and the 10-1/2% Senior
Subordinated Note Documents are enforceable against Holdings, the Borrower, each
Subsidiary Guarantor and the holders of the 5% Convertible Senior Subordinated
Notes and the 10-1/2% Senior Subordinated Notes, respectively, and all
Obligations hereunder and under the other Credit Documents are within the
definitions of "Designated Senior Indebtedness" and "Senior Indebtedness"
included in such subordination provisions.

         (b) After the issuance thereof, the subordination provisions contained
in any Additional Permitted Subordinated Debt Documents are enforceable against
each Credit Party party thereto and the holders thereof, and all Obligations
hereunder and under the other Credit Documents are within the definitions of
"Designated Senior Indebtedness" and "Senior Indebtedness" (or any similar
terms) included in such subordination provisions.

         (c) This Agreement and the other Credit Documents (and this Agreement
and the other Credit Documents only) constitute the "Credit Agreement" under
(and as defined in) the 5% Convertible Senior Subordinated Note Indenture and
the 10-1/2% Senior Subordinated Note Indenture. The facility evidenced by the
Revolving Loan Commitments is within the definition of "Revolving Credit
Facilities" under the 10-1/2% Senior Subordinated Note Indenture.

         7.24 Certain Agreements. (a) Neither Holdings nor any of it
Subsidiaries is a party to any agreement or instrument or subject to any
corporate, partnership or limited liability company restriction, as the case may
be, that, either individually or in the aggregate, has resulted in, or could
reasonably be expected to result in, a Material Adverse Effect.

         (b) Neither Holdings nor any of its Subsidiaries is in default in any
manner under any provision of any indenture or other agreement or instrument
evidencing Indebtedness,


                                      -40-
<PAGE>
or any other material agreement or instrument to which it is a party or by which
it or any of its properties or assets are or may be bound, if such default,
either individually or in the aggregate, has had, or could reasonably be
expected to have, a Material Adverse Effect.

         SECTION 8. Affirmative Covenants. Each of Holdings and the Borrower
hereby covenants and agrees that on and after the Effective Date and until the
Total Commitment and all Letters of Credit have terminated and the Loans, Notes
and Unpaid Drawings (in each case together with interest thereon), Fees and all
other Obligations (other than indemnities described in Section 13.13 which are
not then due and payable) incurred hereunder and thereunder, are paid in full:

         8.01 Information Covenants. Holdings will furnish to each Lender:

         (a) Quarterly Financial Statements. Within 45 days after the close of
each of the first three quarterly accounting periods in each fiscal year of
Holdings, (i) the consolidated balance sheet of HOLDINGS and its Subsidiaries as
at the end of such quarterly accounting period and the related consolidated
statements of income and retained earnings and statement of cash flows for such
quarterly accounting period and for the elapsed portion of the fiscal year ended
with the last day of such quarterly accounting period, in each case setting
forth comparative figures for the corresponding quarterly accounting period in
the prior fiscal year and comparable budgeted figures for such quarterly
accounting period as set forth in the respective budget delivered pursuant to
Section 8.01(d), all of which shall be certified by a Financial Officer of
Holdings that they fairly present in all material respects in accordance with
generally accepted accounting principles the financial condition of Holdings and
its Subsidiaries as of the dates indicated and the results of their operations
for the periods indicated, subject to normal year-end audit adjustments and the
absence of footnotes, and (ii) management's discussion and analysis of the
important operational and financial developments during such quarterly
accounting period.

         (b) Annual Financial Statements. Within 90 days after the close of each
fiscal year of Holdings, (i) the consolidated balance sheet of Holdings and its
Subsidiaries as at the end of such fiscal year and the related consolidated
statements of income and retained earnings and statement of cash flows for such
fiscal year setting forth comparative figures for the preceding fiscal year and
certified by KPMG LLP or other independent certified public accountants of
recognized national standing reasonably acceptable to the Administrative Agent,
together with a report of such accounting firm stating that in the course of its
regular audit of the financial statements of Holdings and its Subsidiaries,
which audit was conducted in accordance with generally accepted auditing
standards, such accounting firm obtained no knowledge of any Default or an Event
of Default relating to financial or accounting matters which has occurred and is
continuing or, if in the opinion of such accounting firm such a Default or an
Event of Default has occurred and is continuing, a statement as to the nature
thereof, and (ii) management's discussion and analysis of the important
operational and financial developments during such fiscal year.

         (c) Management Letters. Promptly after Holdings' or any of its
Subsidiaries' receipt thereof, a copy of any "management letter" received from
its certified public accountants and management's response thereto.



                                      -41-
<PAGE>
         (d) Budgets. No later than 30 days following the first day of each
fiscal year of Holdings, a budget in form reasonably satisfactory to the
Administrative Agent (including budgeted statements of income, sources and uses
of cash and balance sheets for Holdings and its Subsidiaries on a consolidated
basis) (i) for each of the four quarterly accounting periods of such fiscal year
prepared in detail and (ii) for the five immediately succeeding fiscal years
prepared in summary form, in each case setting forth, with appropriate
discussion, the principal assumptions upon which such budget is based and a
statement by a Financial Officer of Holdings to the effect that the budget is a
reasonable estimate for the periods covered thereby.

         (e) Officer's Certificates. At the time of the delivery of the
financial statements provided for in Sections 8.01(a) and (b), a compliance
certificate from a Financial Officer of Holdings in the form of Exhibit J
certifying on behalf of Holdings that, to such officer's knowledge after due
inquiry, no Default or Event of Default has occurred and is continuing or, if
any Default or Event of Default has occurred and is continuing, specifying the
nature and extent thereof, which certificate shall (i) set forth in reasonable
detail the calculations required to establish whether Holdings and its
Subsidiaries were in compliance with the provisions of Sections 9.05(x),
9.05(xi) and 9.07 through 9.09, inclusive, at the end of such fiscal quarter or
year, as the case may be, and (ii) if delivered after the occurrence of a
Trigger Event, certify that there have been no changes to Annexes C through F,
and Annexes I through K, in each case of the Security Agreement and Annexes A
through F of the Supplemental Pledge Agreement, in each case since the date that
such Security Documents were executed and delivered or, if later, since the date
of the most recent certificate delivered pursuant to this Section 8.01(e), or if
there have been any such changes, a list in reasonable detail of such changes
(but, in each case with respect to this clause (ii), only to the extent that
such changes are required to be reported to the Collateral Agent pursuant to the
terms of such Security Documents) and whether Holdings and the other Credit
Parties have otherwise taken all actions required to be taken by them pursuant
to such Security Documents in connections with any such changes.

         (f) Notice of Default, Litigation and Material Adverse Effect.
Promptly, and in any event within three Business Days after any officer of
Holdings or any of its Subsidiaries obtains knowledge thereof, notice of (i) the
occurrence of any event which constitutes a Default or an Event of Default, (ii)
any litigation or governmental investigation or proceeding pending against
Holdings or any of its Subsidiaries (x) which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect or (y)
with respect to any Credit Document, or (iii) any other event, change or
circumstance that has had, or could reasonably be expected to have, a Material
Adverse Effect.

         (g) Other Reports and Filings. Promptly after the filing or delivery
thereof, copies of all financial information, proxy materials and reports, if
any, which Holdings or any of its Subsidiaries shall publicly file with the
Securities and Exchange Commission or any successor thereto (the "SEC") or
deliver to holders (or any trustee, agent or other representative therefor) of
its material Indebtedness (including the 5% Convertible Senior Subordinated
Notes, the 10-1/2% Senior Subordinated Notes and any issue of Additional
Permitted Subordinated Debt) pursuant to the terms of the documentation
governing such Indebtedness.



                                      -42-
<PAGE>
         (h) Environmental Matters. Promptly after any officer of Holdings or
any of its Subsidiaries obtains knowledge thereof, notice of one or more of the
following environmental matters to the extent that such environmental matters,
either individually or when aggregated with all other such environmental
matters, could reasonably be expected to have a Material Adverse Effect:

         (i) any pending or threatened Environmental Claim against Holdings or
     any of its Subsidiaries or any Real Property owned, leased or operated by
     Holdings or any of its Subsidiaries;

         (ii) any condition or occurrence on or arising from any Real Property
     owned, leased or operated by Holdings or any of its Subsidiaries that (a)
     results in noncompliance by Holdings or any of its Subsidiaries with any
     applicable Environmental Law or (b) could reasonably be expected to form
     the basis of an Environmental Claim against Holdings or any of its
     Subsidiaries or any such Real Property;

         (iii) any condition or occurrence on any Real Property owned, leased or
     operated by Holdings or any of its Subsidiaries that could reasonably be
     expected to cause such Real Property to be subject to any restrictions on
     the ownership, lease, occupancy, use or transferability by Holdings or any
     of its Subsidiaries of such Real Property under any Environmental Law; and

         (iv) the taking of any removal or remedial action in response to the
     actual or alleged presence of any Hazardous Material on any Real Property
     owned, leased or operated by Holdings or any of its Subsidiaries as
     required by any Environmental Law or any governmental or other
     administrative agency; provided that in any event Holdings shall deliver to
     each Lender all notices received by Holdings or any of its Subsidiaries
     from any government or governmental agency under, or pursuant to, CERCLA
     which identify Holdings or any of its Subsidiaries as potentially
     responsible parties for remediation costs or which otherwise notify
     Holdings or any of its Subsidiaries of potential liability under CERCLA.

All such notices shall describe in reasonable detail the nature of the claim,
investigation, condition, occurrence or removal or remedial action and Holdings'
or such Subsidiary's response thereto.

         (i) Credit Rating Changes. Promptly, and in any event within three
Business Days after any officer of Holdings or any of its Subsidiaries obtains
any knowledge thereof, notice of any change in the Applicable Credit Rating
assigned by either Rating Agency and the effective date of any such change.

         (j) Other Information. From time to time, such other information or
documents (financial or otherwise) with respect to Holdings or any of its
Subsidiaries as the Administrative Agent or any Lender (through the
Administrative Agent) may reasonably request.

         8.02 Books, Records and Inspections. Holdings will, and will cause
each of its Subsidiaries to, keep proper books of record and accounts in which
full, true and correct entries in conformity with generally accepted accounting
principles and all requirements of law shall be


                                      -43-
<PAGE>
made of all dealings and transactions in relation to its business and
activities. Holdings will, and will cause each of its Subsidiaries to, permit
officers and designated representatives of the Administrative Agent or any
Lender (i) to visit and inspect upon reasonable prior notice (made through the
Administrative Agent no more frequently than once in any twelve month period for
any Lender unless an Event of Default shall have occurred and be continuing),
under guidance of officers of Holdings or such Subsidiary and during normal
business hours, any of the properties of Holdings or such Subsidiary, and (ii)
to examine the books of account of Holdings or such Subsidiary and discuss the
affairs, finances and accounts of Holdings or such Subsidiary with, and be
advised as to the same by, its and their officers and independent accountants,
upon reasonable prior notice and at such reasonable times and intervals and to
such reasonable extent as the Administrative Agent or any such Lender may
reasonably request.

         8.03 Maintenance of Property; Insurance. (a) Holdings will, and will
cause each of its Subsidiaries to, (i) keep all property necessary and material
to the business of Holdings and its Subsidiaries in good working order and
condition, ordinary wear and tear excepted, (ii) maintain with financially sound
and reputable insurance companies insurance on all such property and against all
such risks as is consistent and in accordance with industry practice for
companies similarly situated owning similar properties and engaged in similar
businesses as Holdings and its Subsidiaries, and (iii) furnish to the
Administrative Agent, upon its request therefor, full information as to the
insurance carried.

         (b) Holdings will, and will cause each of the other Credit Parties to,
at all times after the occurrence of a Trigger Event, keep its property insured
in favor of the Collateral Agent, and all policies or certificates (or certified
copies thereof) with respect to such insurance (and any other insurance
maintained by (or on behalf of) Holdings and/or such other Credit Party) (i)
shall be endorsed to the Collateral Agent's satisfaction for the benefit of the
Collateral Agent (including, without limitation, by naming the Collateral Agent
as loss payee and/or additional insured), (ii) shall state that such insurance
policies shall not be canceled without at least 30 days' prior written notice
thereof by the respective insurer to the Collateral Agent, (iii) shall provide
that the respective insurers irrevocably waive any and all rights of subrogation
with respect to the Collateral Agent and the other Secured Creditors, and (iv)
shall be deposited with the Collateral Agent.

         (c) If Holdings or any of its Subsidiaries shall fail to maintain
insurance in accordance with this Section 8.03, or if Holdings or any of its
Subsidiaries shall fail to so endorse and deposit all policies or certificates
with respect thereto, the Administrative Agent shall have the right (but shall
be under no obligation) to procure such insurance and Holdings and the Borrower
jointly and severally agree to reimburse the Administrative Agent for all
reasonable costs and expenses of procuring such insurance.

         8.04 Existence; Franchises. Holdings will, and will cause each of its
Subsidiaries to, do or cause to be done, all things necessary to preserve and
keep in full force and effect its existence and its rights, franchises,
licenses, permits, copyrights, trademarks and patents; provided, however, that
nothing in this Section 8.04 shall prevent (i) sales of assets and other
transactions by Holdings or any of its Subsidiaries in accordance with Section
9.02, (ii) the withdrawal by Holdings or any of its Subsidiaries of its
qualification as a foreign corporation, partnership or limited liability
company, as the case may be, in any jurisdiction if such


                                      -44-
<PAGE>
withdrawal could not, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect or (iii) the lapse of any right,
franchise, license, permit, copyright, trademark or patent if such lapse could
not, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

         8.05 Compliance with Statutes, etc. Holdings will, and will cause each
of its Subsidiaries to, comply with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including applicable statutes, regulations, orders and
restrictions relating to environmental standards and controls), except such
noncompliances as could not, either individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

         8.06 Compliance with Environmental Laws. (a) Holdings will comply, and
will cause each of its Subsidiaries to comply, with all Environmental Laws and
permits applicable to, or required by, the ownership, lease or use of its Real
Property now or hereafter owned, leased or operated by Holdings or any of its
Subsidiaries, except such noncompliances as could not, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, and
will promptly pay or cause to be paid all costs and expenses incurred in
connection with such compliance, and will keep or cause to be kept all such Real
Property free and clear of any Liens imposed pursuant to such Environmental
Laws. Neither Holdings nor any of its Subsidiaries will generate, use, treat,
store, Release or dispose of, or permit the generation, use, treatment, storage,
Release or disposal of Hazardous Materials on any Real Property now or hereafter
owned, leased or operated by Holdings or any of its Subsidiaries, or transport
or permit the transportation of Hazardous Materials to or from any such Real
Property, except for Hazardous Materials generated, used, treated, stored,
Released or disposed of at any such Real Properties in compliance in all
material respects with all applicable Environmental Laws and as required in
connection with the normal operation, use and maintenance of the business or
operations of Holdings or any of its Subsidiaries.

         (b) (i) After the receipt by the Administrative Agent or any Lender of
any notice of the type described in Section 8.01(h), (ii) at any time that
Holdings or any of its Subsidiaries are not in compliance with Section 8.06(a)
or (iii) in the event that the Administrative Agent or the Lenders have
exercised any of the remedies pursuant to the last paragraph of Section 10,
Holdings and the Borrower will (in each case) provide, at the sole expense of
Holdings and the Borrower and at the request of the Administrative Agent, an
environmental site assessment report concerning any Real Property owned, leased
or operated by Holdings or any of its Subsidiaries, prepared by an environmental
consulting firm reasonably approved by the Administrative Agent, indicating the
presence or absence of Hazardous Materials and the potential cost of any removal
or remedial action in connection with such Hazardous Materials on such Real
Property. If Holdings or the Borrower fails to provide the same within 30 days
after such request was made, the Administrative Agent may order the same, the
cost of which shall be borne by Holdings and the Borrower, and Holdings and the
Borrower shall grant and hereby grant to the Administrative Agent and the
Lenders and their respective agents access to such Real Property and
specifically grant the Administrative Agent and the Lenders an irrevocable
non-exclusive license, subject to the rights of tenants, to undertake such an
assessment at any


                                      -45-
<PAGE>
reasonable time upon reasonable notice to Holdings or the Borrower, all at the
sole expense of Holdings and the Borrower.

         8.07 ERISA. As soon as possible and, in any event, within ten (10) days
after Holdings, any Subsidiary of Holdings or any ERISA Affiliate knows or has
reason to know of the occurrence of any of the following, Holdings will deliver
to each of the Lenders a certificate of a Financial Officer of Holdings setting
forth the full details as to such occurrence and the action, if any, that
Holdings, such Subsidiary or such ERISA Affiliate is required or proposes to
take, together with any notices required or proposed to be given or filed by
Holdings, such Subsidiary, the Plan administrator or such ERISA Affiliate to or
with the PBGC or any other governmental agency, or a Plan participant and any
notices received by Holdings, such Subsidiary or such ERISA Affiliate from the
PBGC or any other government agency, or a Plan participant with respect thereto:
that a Reportable Event has occurred (except to the extent that Holdings has
previously delivered to the Lenders a certificate and notices (if any)
concerning such event pursuant to the next clause hereof); that a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title
IV of ERISA is subject to the advance reporting requirement of PBGC Regulation
Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event
described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation
Section 4043 is reasonably expected to occur with respect to such Plan within
the following 30 days; that an accumulated funding deficiency, within the
meaning of Section 412 of the Code or Section 302 of ERISA, has been incurred or
an application may be or has been made for a waiver or modification of the
minimum funding standard (including any required installment payments) or an
extension of any amortization period under Section 412 of the Code or Section
303 or 304 of ERISA with respect to a Plan; that any contribution required to be
made with respect to a Plan or Foreign Pension Plan has not been timely made;
that a Plan has been or may be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA; that a Plan has an Unfunded Current
Liability; that proceedings may be or have been instituted to terminate or
appoint a trustee to administer a Plan which is subject to Title IV of ERISA;
that a proceeding has been instituted pursuant to Section 515 of ERISA to
collect a delinquent contribution to a Plan; that Holdings, any Subsidiary of
Holdings or any ERISA Affiliate will or may incur any material liability
(including any indirect, contingent, or secondary liability) to or on account of
the termination of or withdrawal from a Plan under Section 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section
401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or 502(l) of
ERISA or with respect to a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or
that Holdings or any Subsidiary of Holdings may incur any material liability
pursuant to any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) that provides benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or any Plan or any Foreign
Pension Plan. Holdings will deliver to each of the Lenders copies of any
records, documents or other information that must be furnished to the PBGC with
respect to any Plan pursuant to Section 4010 of ERISA. At the request of any
Lender, Holdings will also deliver to such Lender a complete copy of the annual
report (on Internal Revenue Service Form 5500-series) of each Plan (including,
to the extent required, the related financial and actuarial statements and
opinions and other supporting statements, certifications, schedules and
information) required to be filed with the Internal Revenue Service. In addition
to any certificates or notices delivered to the Lenders pursuant to the first
sentence hereof, copies of annual reports and any records, documents or other
material


                                      -46-
<PAGE>
information required to be furnished to the PBGC or any other governmental
agency, and any material notices received by Holdings, any Subsidiary of
Holdings or any ERISA Affiliate with respect to any Plan or Foreign Pension Plan
or received from any governmental agency or plan administrator or sponsor or
trustee with respect to any multiemployer plan (as defined in Section 4001(a)(3)
of ERISA), shall be delivered to the Lenders no later than ten (10) days after
the date such records, documents and/or information has been furnished to the
PBGC or any other governmental agency or such notice has been received by
Holdings, the respective Subsidiary or the ERISA Affiliate, as applicable.
Holdings will ensure, and cause each of its applicable Subsidiaries to ensure,
that all Foreign Pension Plans administered by it or into which it makes
payments obtains or retains (as applicable) registered status under and as
required by applicable law and is administered in a timely manner in all
respects in compliance with all applicable laws except where the failure to do
any of the foregoing could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

         8.08 End of Fiscal Years; Fiscal Quarters. Holdings and the Borrower
will cause each of their fiscal years to end on the last Sunday of December of
each year and each of their fiscal quarters to end on dates which are consistent
with a fiscal year end as described above.

         8.09 Performance of Obligations. Holdings will, and will cause each of
its Subsidiaries to, perform all of its obligations under the terms of each
mortgage, indenture, security agreement, loan agreement or credit agreement and
each other agreement, contract or instrument by which it is bound, except such
non-performances as could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

         8.10 Payment of Taxes. Holdings will pay and discharge, and will cause
each of its Subsidiaries to pay and discharge, all material taxes, assessments
and governmental charges or levies imposed upon it or upon its income or profits
or upon any properties belonging to it, prior to the date on which penalties
attach thereto, and all lawful claims which, if unpaid, might become a Lien or
charge upon any properties of Holdings or any of its Subsidiaries not otherwise
permitted under Section 9.01(i); provided that neither Holdings nor any of its
Subsidiaries shall be required to pay any such tax, assessment, charge, levy or
claim which is being contested in good faith and by proper proceedings if it has
maintained adequate reserves with respect thereto in accordance with generally
accepted accounting principles.

         8.11 Use of Proceeds. The Borrower will use the proceeds of the Loans
only as provided in Section 7.08.

         8.12 Additional Security; Further Assurances; etc. (a) Promptly, and in
any event within ten Business Days after the occurrence of a Trigger Event,
Holdings will, and will cause each of the other Credit Parties to, duly
authorize, execute and deliver the Security Agreement in the form of Exhibit K
(as amended, modified or supplemented from time to time, the "Security
Agreement") covering all of each Credit Party's Security Agreement Collateral,
together with:

         (i) proper financing statements (Form UCC-1 or the equivalent) fully
     authorized for filing under the UCC or other appropriate filing offices of
     each jurisdiction


                                      -47-
<PAGE>
     as may be necessary or, in the reasonable opinion of the Collateral Agent
     desirable, to perfect the security interests purported to be created by the
     Security Agreement;

         (ii) certified copies of requests for information or copies (Form
     UCC-11), or equivalent reports as of a recent date, listing all effective
     financing statements that name Holdings or any other Credit Party as debtor
     and that are filed in the jurisdictions referred to in clause (i) above and
     in such other jurisdictions in which Collateral is located on the date of
     the relevant Trigger Event, together with copies of such other financing
     statements that name Holdings or any other Credit Party as debtor (none of
     which shall cover any of the Collateral except to the extent evidencing
     Permitted Liens); and

         (iii) such opinions of counsel as are reasonably requested by, and as
     are reasonably satisfactory to, the Collateral Agent with respect to the
     Security Agreement and the Pledge Agreement.

         (b) Promptly, and in any event within ten Business Days after the
occurrence of a Trigger Event, Holdings will, and will cause each of the other
Credit Parties to, duly authorize, execute and deliver an amended and restated
Pledge Agreement in the Form of Exhibit L (which, for purposes of this Agreement
and the other Credit Documents, will thereafter constitute the "Pledge
Agreement", as the same may be further amended, modified or supplemented from
time to time) and shall deliver to the Collateral Agent, as pledgee thereunder,
all of the additional Pledge Agreement Collateral, if any, referred to therein
and then owned by such Credit Party, (x) endorsed in blank in the case of
promissory notes constituting additional Pledge Agreement Collateral and (y)
together with executed and undated endorsements for transfer in the case of
equity interests constituting additional certificated Pledge Agreement
Collateral, along with evidence that all other actions necessary or, in the
reasonable opinion of the Collateral Agent desirable, to perfect the security
interests purported to be created by the Pledge Agreement have been taken.

         (c) After the occurrence of a Trigger Event, Holdings will, and will
cause each of the other Credit Parties to, grant to the Collateral Agent for the
benefit of the Secured Creditors Mortgages encumbering such owned Real Property
of Holdings and such other Credit Parties located in the United States as may be
requested from time to time by the Administrative Agent or the Required Lenders
substantially in the form of the mortgage attached hereto as Exhibit M, with
such changes thereto as are necessary to comply with and/or take advantage of
local laws (and such changes as are reasonable in order to minimize mortgage
recording taxes in applicable States). All such Mortgages shall constitute valid
and enforceable perfected security interests and Mortgages superior to and prior
to the rights of all third Persons and subject to no other Liens except for
Permitted Liens related to the respective Mortgaged Properties. The Mortgages
shall have been duly recorded or filed in such manner and in such places as are
required by law to establish, perfect, preserve and protect the Liens in favor
of the Collateral Agent required to be granted pursuant to such Mortgages and
all taxes (including but not limited to mortgage recording taxes), fees and
other charges payable in connection therewith shall have been paid in full.
Furthermore, Holdings will, and will cause the other applicable Credit Parties
to, deliver to the Collateral Agent:



                                      -48-
<PAGE>
         (i) Mortgage Title Policies insuring the Mortgage on each Mortgaged
     Property referred to above issued by a title insurer reasonably
     satisfactory to the Collateral Agent and in amounts reasonably satisfactory
     to the Collateral Agent and insuring the Collateral Agent that the Mortgage
     on such Mortgaged Property is a valid and enforceable first priority
     mortgage lien on such Mortgaged Property and the fixtures described
     therein, free and clear of all defects and encumbrances except Permitted
     Encumbrances, and such Mortgaged Policies shall otherwise be in form and
     substance reasonably satisfactory to the Collateral Agent and shall
     include, to the extent available in the applicable jurisdiction,
     supplemental endorsements (including, without limitation, endorsements
     relating to future advances under this Agreement and the commitments,
     usury, first loss, last dollar and for any other matters the Collateral
     Agent in its discretion may reasonably request) and shall not include the
     "standard" title exceptions, a survey exception or an exception for
     mechanics' liens, and shall provide for affirmative insurance and such
     reinsurance as the Collateral Agent in its discretion may reasonably
     request;

         (ii) with respect to each Mortgaged Property, such affidavits,
     certificates, information (including financial data) and instruments of
     indemnification (including, without limitation, a so-called "gap"
     indemnification) as shall be required to induce the title company to issue
     the Mortgage Title Policy referred to in subparagraph (i) above;

         (iii) evidence reasonably acceptable to the Collateral Agent of payment
     by the Borrower of all Mortgage Title Policy premiums, search and
     examination charges, and related charges, mortgage recording taxes, fees,
     charges, costs and expenses required for the recording of the Mortgages and
     issuance of the Mortgage Policies;

         (iv) a survey of each Mortgaged Property (and all improvements thereon)
     prepared by a surveyor or engineer licensed to perform surveys in the
     state, commonwealth or applicable jurisdiction where the Mortgaged Property
     is located and otherwise in form and substance reasonably acceptable to the
     Collateral Agent;

         (v) if reasonably requested by the Collateral Agent, flood certificates
     covering each such Mortgaged Property, in form and substance reasonably
     acceptable to the Collateral Agent, and certifying whether or not a
     Mortgaged Property is located in a flood hazard area, as determined by
     reference to the applicable FEMA map; and

         (vi) from local counsel in the States where each Mortgaged Property is
     located, an opinion in form and substance reasonably acceptable to the
     Collateral Agent, addressed to the Collateral Agent and each of the Lenders
     and dated the date of the Mortgage, covering such matters as reasonably
     requested by the Collateral Agent.

         (d) Holdings will, and will cause each of the other Credit Parties to,
at the expense of Holdings and the Borrower, make, execute, endorse,
acknowledge, file and/or deliver to the Collateral Agent from time to time such
vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, real
property surveys, reports, landlord waivers (solely in respect of Leasehold Real
Property on which material amounts of inventory or equipment are located),
bailee agreements,


                                      -49-
<PAGE>
control agreements and other assurances or instruments and take such further
steps relating to the Collateral covered by any of the Security Documents as the
Collateral Agent may reasonably require. Furthermore, Holdings will, and will
cause the other Credit Parties to, deliver to the Collateral Agent such opinions
of counsel, title insurance and other related documents as may be reasonably
requested by the Administrative Agent to assure itself that this Section 8.12
has been complied with.

         (e) If the Administrative Agent or the Required Lenders determine that
they are required by law or regulation to have appraisals prepared in respect of
any Real Property of Holdings and its Subsidiaries constituting Collateral,
Holdings and the Borrower will, at their own expense, provide to the
Administrative Agent appraisals which satisfy the applicable requirements of the
Real Estate Appraisal Reform Amendments of the Financial Institution Reform,
Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be
in form and substance reasonably satisfactory to the Administrative Agent.

         (f) Holdings and the Borrower agree that each action required by
clauses (c) through (e) of this Section 8.12 shall be completed as soon as
possible, but in no event later than 60 days after such action is requested to
be taken by the Administrative Agent or the Required Lenders.

         8.13 Ownership of Subsidiaries; etc. Except as otherwise permitted by
Section 9.05(xiii) and by the definition of Permitted Acquisition, Holdings
will, and will cause each of its Subsidiaries to, own 100% of the capital stock
and other equity interests of each of their Subsidiaries (other than, in the
case of a Foreign Subsidiary, directors' qualifying shares and nominal shares
held by local nationals, in each case to the extent required by applicable law).

         8.14 Contributions. (a) Holdings will, upon its receipt thereof,
contribute as an equity contribution to the capital of the Borrower, any cash
proceeds received by Holdings from any asset sale, any incurrence of
Indebtedness, any Recovery Event, any sale or issuance of its equity (except as
otherwise permitted by Section 9.03(ii)(x)), any cash capital contributions or
any tax refunds.

         (b) The Borrower will use the proceeds of all equity contributions
received by it from Holdings as provided in the relevant clause of Section 4.02
to the extent required to be so applied.

         8.15 Permitted Acquisitions. (a) Subject to the provisions of this
Section 8.15 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and each of its Wholly-Owned Subsidiaries may from
time to time effect Permitted Acquisitions, so long as (in each case except to
the extent the Required Lenders otherwise specifically agree in writing in the
case of a specific Permitted Acquisition): (i) no Default or Event of Default
shall have occurred and be continuing at the time of the consummation of the
proposed Permitted Acquisition or immediately after giving effect thereto; (ii)
calculations are made by Holdings with respect to the financial covenants
contained in Sections 9.07 through 9.09, inclusive, for the respective
Calculation Period on a Pro Forma Basis as if the respective Permitted
Acquisition (as well as all other Permitted Acquisitions theretofore consummated
after the first day of such Calculation Period) had occurred on the first day of
such Calculation Period, and such


                                      -50-
<PAGE>
calculations shall show that such financial covenants would have been complied
with if the Permitted Acquisition had occurred on the first day of such
Calculation Period; (iii) all representations and warranties contained herein
and in the other Credit Documents shall be true and correct in all material
respects with the same effect as though such representations and warranties had
been made on and as of the date of such Permitted Acquisition (both before and
after giving effect thereto), unless stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date; (iv) after giving
effect to such proposed Permitted Acquisition and the payment of all amounts
owing in connection therewith (including (x) related fees and expenses and (y)
an amount equal to the aggregate amount reasonably likely to be payable in
respect of all post-closing purchase price adjustments, earn-out payments,
non-compete payments and/or deferred purchase payments (or similar payments), in
each case required or which will be required to be paid in connection with such
Permitted Acquisition (and all other Permitted Acquisitions for which such
purchase price adjustments and other payments may be required to be made) as
determined by Holdings in good faith, the Total Unutilized Revolving Loan
Commitment shall equal or exceed $125,000,000; (v) after giving effect to such
proposed Permitted Acquisition and the payment of all amounts owing in
connection therewith (including (x) related fees and expenses and (y) an amount
equal to the aggregate amount reasonably likely to be payable in respect of all
post-closing purchase price adjustments, earn-out payments, non-compete payments
and/or deferred purchase payments (or similar payments), in each case required
or which will be required to be paid in connection with such Permitted
Acquisition (and all other Permitted Acquisitions for which such purchase price
(including (x) related fees and expenses) adjustments and other payments may be
required to be made) as determined by Holdings in good faith, the aggregate
amount of unrestricted cash and Cash Equivalents of the Borrower and its
Wholly-Owned Subsidiaries shall equal or exceed the aggregate principal amount
of all Term Loans then outstanding (it being understood that cash and Cash
Equivalent shall be considered "restricted" to the extent that either a Person
(other than the Secured Creditors under the Security Documents) has a Lien on
such cash or Cash Equivalents or, to the extent that such cash or Cash
Equivalents are held by a Wholly-Owned Subsidiary of the Borrower that is not a
Subsidiary Guarantor, such cash or Cash Equivalents are not permitted at such
time for any reason to be paid as a Dividend to the Borrower or a Subsidiary
Guarantor); (vi) if 50% or more of the consolidated assets of the Acquired
Entity or Business to be acquired pursuant to the proposed Permitted Acquisition
is located outside the United States (each such Permitted Acquisition, a
"Foreign Permitted Acquisition"), the aggregate consideration (including,
without limitation, (I) the aggregate principal amount of any Indebtedness
assumed, refinanced, incurred or issued in connection therewith and (II) the
aggregate amount paid and reasonably expected to be paid (based on good faith
projections prepared by Holdings) pursuant to any earn-out, non-compete or
purchase price adjustments) payable for the proposed Foreign Permitted
Acquisition, when added to the sum of (1) the aggregate consideration paid or
payable for all other Foreign Permitted Acquisitions theretofore consummated on
or after the Effective Date (excluding, in each case, consideration paid for
with common stock of Holdings or Qualified Preferred Stock of Holdings and/or
with cash proceeds received by Holdings after the Initial Borrowing Date from
the issuance by Holdings of shares of its common stock and/or Qualified
Preferred Stock) and (2) the aggregate amount of Investments made by the
Borrower and its Wholly-Owned Domestic Subsidiaries pursuant to Section 9.05(x),
does not exceed an amount equal to 5% of Consolidated Net Tangible Assets (as
derived from the latest consolidated balance sheet of Holdings delivered


                                      -51-
<PAGE>
to the Administrative Agent and the Lenders pursuant to Section 8.01(a) or (b),
as applicable); and (vii) Holdings shall have delivered to the Administrative
Agent and each Lender a certificate executed by one of its Financial Officers
certifying compliance with the requirements of preceding clauses (i) through
(vi), inclusive, and containing the calculations (in reasonable detail) required
by preceding clauses (ii), (iv), (v) and (vi).

         (b) At the time of (or within 30 days after the consummation of) each
Permitted Acquisition involving the creation or acquisition of a Subsidiary, or
the acquisition of capital stock or other equity interest of any Person, the
capital stock or other equity interests thereof created or acquired in
connection with such Permitted Acquisition shall be pledged for the benefit of
the Secured Creditors pursuant to (and to the extent required by) the Pledge
Agreement.

         (c) The Borrower will cause each Domestic Subsidiary which is formed to
effect, or is acquired pursuant to, a Permitted Acquisition to comply with, and
to execute and deliver all of the documentation as and to the extent required
by, Sections 8.12 and 9.14, to the reasonable satisfaction of the Administrative
Agent.

         (d) The consummation of each Permitted Acquisition shall be deemed to
be a representation and warranty by each of Holdings and the Borrower that the
certifications pursuant to this Section 8.15 are true and correct and that all
conditions thereto have been satisfied and that same is permitted in accordance
with the terms of this Agreement, which representation and warranty shall be
deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, Sections 7 and 10.

         8.16 Post-Closing Actions. Holdings will, and will cause the other
applicable Credit Parties to, as soon as practicable after the Initial Borrowing
Date, deliver to the Collateral Agent pursuant to the Pledge Agreement each of
the stock certificates listed in Schedule IV, in each case together with
executed and undated endorsements for transfer.

         SECTION 9. Negative Covenants. Each of Holdings and the Borrower hereby
covenants and agrees that on and after the Effective Date and until the Total
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings (in each case, together with interest thereon), Fees and all
other Obligations (other than any indemnities described in Section 13.13 which
are not then due and payable) incurred hereunder and thereunder, are paid in
full:

         9.01 Liens. Holdings will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or
sell any such property or assets subject to an understanding or agreement,
contingent or otherwise, to repurchase such property or assets (including sales
of accounts receivable with recourse to Holdings or any of its Subsidiaries), or
assign any right to receive income or permit the filing of any financing
statement under the UCC or any other similar notice of Lien under any similar
recording or notice statute; provided that the provisions of this Section 9.01
shall not prevent the creation, incurrence, assumption or existence of the
following (Liens described below are herein referred to as "Permitted Liens"):



                                      -52-
<PAGE>
         (i) inchoate Liens for taxes, assessments or governmental charges or
     levies not yet due or Liens for taxes, assessments or governmental charges
     or levies being contested in good faith and by appropriate proceedings for
     which adequate reserves have been established in accordance with generally
     accepted accounting principles;

         (ii) Liens in respect of property or assets of Holdings or any of its
     Subsidiaries imposed by law, which were incurred in the ordinary course of
     business and do not secure Indebtedness for borrowed money, such as
     carriers', warehousemen's, materialmen's and mechanics' liens and other
     similar Liens arising in the ordinary course of business, and (x) which do
     not in the aggregate materially detract from the value of Holdings' and its
     Subsidiaries' property or assets taken as a whole or materially impair the
     use thereof in the operation of the business of Holdings and its
     Subsidiaries taken as a whole or (y) which are being contested in good
     faith by appropriate proceedings, which proceedings have the effect of
     preventing the forfeiture or sale of the property or assets subject to any
     such Lien;

         (iii) Liens in existence on the Initial Borrowing Date which are
     listed, and the property subject thereto described, in Schedule X, but only
     to the respective date, if any, set forth in such Schedule X for the
     removal, replacement and termination of any such Liens, plus renewals,
     replacements and extensions of such Liens to the extent set forth on such
     Schedule X provided that (x) the aggregate principal amount of the
     Indebtedness, if any, secured by such Liens does not increase from that
     amount outstanding at the time of any such renewal, replacement or
     extension and (y) any such renewal, replacement or extension does not
     encumber any additional assets or properties of Holdings or any of its
     Subsidiaries;

         (iv) Liens created pursuant to the Security Documents;

         (v) licenses, sublicenses, leases or subleases granted to other Persons
     not materially interfering with the conduct of the business of Holdings and
     its Subsidiaries taken as a whole;

         (vi) Liens upon assets of the Borrower or any of its Subsidiaries
     subject to Capitalized Lease Obligations to the extent such Capitalized
     Lease Obligations are permitted by Section 9.04(v), provided that (x) such
     Liens only serve to secure the payment of Indebtedness arising under such
     Capitalized Lease Obligation and (y) the Lien encumbering the assets giving
     rise to the Capitalized Lease Obligation does not encumber any asset of
     Holdings or any other asset of the Borrower or any Subsidiary of the
     Borrower (other than proceeds of the assets giving rise to such Capitalized
     Lease Obligations);

         (vii) Liens placed upon assets acquired after the Initial Borrowing
     Date and used in the ordinary course of business of the Borrower or any of
     its Subsidiaries and placed at the time of the acquisition thereof by the
     Borrower or any of its Subsidiaries or within 90 days thereafter to secure
     Indebtedness incurred to pay all or a portion of the purchase price thereof
     or to secure Indebtedness incurred solely for the purpose of financing the
     acquisition of any such assets or extensions, renewals or replacements of


                                      -53-
<PAGE>
     any of the foregoing for the same or a lesser amount, provided that (x) the
     aggregate amount of all Indebtedness secured by such Liens does not exceed
     $15,000,000 at any time outstanding and (y) in all events, the Lien
     encumbering the asset so acquired does not encumber any asset of Holdings,
     any asset of any other Subsidiary of Holdings or any other asset of the
     Borrower or such Subsidiary (other than proceeds of the assets giving rise
     to such purchase money Indebtedness);

         (viii) Liens placed upon property (real or personal) or equipment
     acquired, leased or improved by any Foreign Subsidiary of the Borrower
     after the Initial Borrowing Date and placed at the time of the acquisition,
     lease or improvement thereof by such Foreign Subsidiary or within 180 days
     thereafter to secure Indebtedness incurred to pay all or a portion of the
     purchase price thereof or the cost to lease or improve such property or
     equipment or to secure Indebtedness incurred solely for the purpose of
     financing the acquisition, lease or improvement of any such property or
     equipment, provided that (x) the Indebtedness secured by such Liens is
     permitted at such time by Section 9.04(vi) and (y) in all events, the Lien
     encumbering the property or equipment so acquired, leased or improved does
     not encumber any asset of Holdings, the Borrower, any Domestic Subsidiary
     of the Borrower, any other Foreign Subsidiary of the Borrower or any other
     asset of the Foreign Subsidiary incurring such Indebtedness (other than
     proceeds of the assets giving rise to such Indebtedness);

         (ix) easements, rights-of-way, restrictions, encroachments and other
     similar charges or encumbrances, and minor title deficiencies, in each case
     not securing Indebtedness and not materially interfering with the conduct
     of the business of Holdings and its Subsidiaries taken as whole or the
     Borrower;

         (x) Liens arising from precautionary UCC financing statement filings
     regarding operating leases entered into in the ordinary course of business;

         (xi) Liens arising out of the existence of judgments or awards in
     respect of which Holdings or any of its Subsidiaries shall in good faith be
     prosecuting an appeal or proceedings for review and in respect of which
     there shall have been secured a subsisting stay of execution pending such
     appeal or proceedings, provided that the aggregate amount of all cash
     (including the stated amount of all letters of credit) and the fair market
     value of all other property subject to such Liens does not exceed
     $15,000,000 at any time outstanding;

         (xii) statutory and common law landlords' liens under leases to which
     the Borrower or any of its Subsidiaries is a party;

         (xiii) Liens (other than Liens imposed under ERISA) (x) incurred in the
     ordinary course of business in connection with workers compensation claims,
     unemployment insurance and social security benefits and (y) securing the
     performance of bids, tenders, leases and contracts in the ordinary course
     of business, statutory obligations (other than excise taxes), surety bonds,
     performance bonds, customs bonds and other obligations of a like nature
     incurred in the ordinary course of business (exclusive of obligations in
     respect of the payment for borrowed money), provided that the aggregate


                                      -54-
<PAGE>
     amount of all cash and the fair market value of all other property subject
     to all Liens permitted by this sub-clause (y) shall not at any time exceed
     $3,000,000;

         (xiv) Permitted Encumbrances;

         (xv) Liens on property or assets acquired pursuant to a Permitted
     Acquisition, or on property or assets of a Subsidiary of the Borrower in
     existence at the time such Subsidiary is acquired pursuant to a Permitted
     Acquisition, provided that (x) the aggregate principal amount of all
     Indebtedness that is secured by such Liens does not exceed that amount
     permitted under Section 9.04(ix), and (y) such Liens are not incurred in
     connection with, or in contemplation or anticipation of, such Permitted
     Acquisition and do not attach to any asset of Holdings or any other asset
     of the Borrower or any of its Subsidiaries (other than proceeds of the
     asset initially giving rise to such Lien);

         (xvi) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure the payment of customs duties in connection with
     the importation of goods;

         (xvii) Liens arising out of conditional sale, title retention,
     consignment or similar arrangements for the sale of goods entered into by
     the Borrower or any of its Subsidiaries in the ordinary course of business;

         (xviii) Liens on property or assets of Foreign Subsidiaries of the
     Borrower securing Indebtedness in an aggregate principal amount not to
     exceed $10,000,000 at any time outstanding so long as such Indebtedness is
     otherwise permitted under Section 9.04(vi); and

         (xix) Liens not otherwise permitted by the foregoing paragraphs (i)
     through (xviii) to the extent attaching to properties and assets not
     constituting Collateral at the time of attachment of such Liens and with an
     aggregate fair value not in excess of, and securing liabilities not in
     excess of, $10,000,000 in the aggregate at any time outstanding.

In connection with the granting of Liens of the type described in clauses (vi),
(vii) and (xv) of this Section 9.01 by the Borrower or any of its Subsidiaries,
the Administrative Agent and the Collateral Agent shall be authorized to take
any actions deemed appropriate by it in connection therewith (including, without
limitation, by executing appropriate lien releases or lien subordination
agreements in favor of the holder or holders of such Liens, in either case
solely with respect to the item or items of equipment or other assets subject to
such Liens).

         9.02 Consolidation, Merger, Purchase or Sale of Assets, etc. Holdings
will not, and will not permit any of its Subsidiaries to, wind up, liquidate or
dissolve its affairs or enter into any partnership, joint venture, or
transaction of merger or consolidation, or convey, sell, lease or otherwise
dispose of all or any part of its property or assets, or enter into any
sale-leaseback transactions, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials, equipment and
intangible assets in the ordinary course of business) of any Person (or agree to
do any of the foregoing at any future time), except that:



                                      -55-
<PAGE>
         (i) Capital Expenditures by the Borrower and its Subsidiaries shall be
     permitted;

         (ii) each of the Borrower and its Subsidiaries may make sales of
     inventory in the ordinary course of business;

         (iii) Investments may be made to the extent permitted by Section 9.05;

         (iv) each of the Borrower and its Subsidiaries may sell or otherwise
     dispose of obsolete, uneconomic or worn-out assets in the ordinary course
     of business;

         (v) the Borrower and its Subsidiaries may sell assets (other than the
     capital stock or other equity interests of any Subsidiary unless all of the
     capital stock and other equity interests of such Subsidiary then owned by
     the Borrower and its Subsidiaries are sold in a sale permitted by this
     clause (v)), so long as (v) no Default or Event of Default then exists or
     would result therefrom, (w) each such sale is in an arm's-length
     transaction and the Borrower or the respective Subsidiary receives at least
     fair market value (as determined in good faith by the Borrower or such
     Subsidiary, as the case may be), (x) the consideration received by the
     Borrower or such Subsidiary consists of at least 75% cash and is paid at
     the time of the closing of such sale, (y) the Net Sale Proceeds therefrom
     are applied and/or reinvested as (and to the extent) required by Section
     4.02(e) and (z) the aggregate amount of the proceeds received from all
     assets sold pursuant to this clause (v) shall not exceed $25,000,000 in any
     fiscal year of Holdings;

         (vi) each of the Borrower and its Subsidiaries may lease (as lessee) or
     license (as licensee) real or personal property (so long as any such lease
     or license does not create a Capitalized Lease Obligation except to the
     extent permitted by Section 9.04(v));

         (vii) each of the Borrower and its Subsidiaries may sell or discount,
     in each case without recourse and in the ordinary course of business,
     accounts receivable and related promissory notes arising in the ordinary
     course of business, but only in connection with the compromise or
     collection thereof and not as part of any financing transaction or bulk
     sale;

         (viii) each of the Borrower and its Subsidiaries may grant licenses,
     sublicenses, leases or subleases to other Persons not materially
     interfering with the conduct of the business of the Borrower and its
     Subsidiaries taken as a whole, in each case so long as no such grant
     otherwise restricts any Credit Party's right to grant a lien on such assets
     or property in favor of the Collateral Agent;

         (ix) any Subsidiary of the Borrower may merge with and into, or be
     dissolved or liquidated into, or transfer any of its assets to, the
     Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower which is a
     Subsidiary Guarantor so long as (i) in the case of any such merger,
     dissolution or liquidation involving the Borrower, the Borrower is the
     surviving corporation of any such merger, dissolution or liquidation, (ii)
     in all other cases, a Wholly-Owned Domestic Subsidiary which is a
     Subsidiary Guarantor is the surviving corporation of any such merger,
     dissolution or liquidation, (iii) in all cases after the occurrence of a
     Trigger Event, the security interests granted to the


                                      -56-
<PAGE>
     Collateral Agent for the benefit of the Secured Creditors pursuant to the
     Security Documents in the assets of such Subsidiary shall remain in full
     force and effect and perfected (to at least the same extent as in effect
     immediately prior to such merger, dissolution or liquidation), and (iv) in
     the case of any such transaction pursuant to which any consideration is
     paid to a Person that is not a Wholly-Owned Subsidiary of the Borrower,
     such consideration shall be permitted to be paid at such time only to the
     extent that it could otherwise have been paid pursuant to (and the Borrower
     shall be required to satisfy the provisions of) Section 8.15 or
     9.05(xiii), as applicable;

         (x) any Foreign Subsidiary of the Borrower may merge with and into, or
     be dissolved or liquidated into, or transfer any of its assets to, any
     Wholly-Owned Foreign Subsidiary of the Borrower so long as (i) in the case
     of any such merger, dissolution or liquidation, a Wholly-Owned Foreign
     Subsidiary of the Borrower is the surviving corporation of any such merger,
     dissolution or liquidation, and (ii) in the case of any such transaction
     pursuant to which any consideration is paid to a Person that is not a
     Wholly-Owned Subsidiary of the Borrower, such consideration shall be
     permitted to be paid at such time only to the extent that it could
     otherwise have been paid pursuant to (and Holdings and the Borrower shall
     be required to satisfy the provisions of) Section 8.15 or 9.05(xiii), as
     applicable;

         (xi) the Borrower and its Subsidiaries may sell or exchange specific
     items of equipment in the ordinary course of business, so long as the
     purpose of each sale or exchange is to acquire (and results within 45 days
     of such sale or exchange in the acquisition of) replacement items of
     equipment which are, in the reasonable business judgment of the Borrower
     and its Subsidiaries, the functional equivalent of the item of equipment so
     sold or exchanged; and

         (xii) Permitted Acquisitions may be made to the extent permitted by
     Section 8.15.

To the extent the Required Lenders waive the provisions of this Section 9.02
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 9.02 (other than to Holdings or a Subsidiary thereof),
such Collateral shall be sold free and clear of the Liens created by the
Security Documents, and the Administrative Agent and the Collateral Agent shall
be authorized to take any actions deemed appropriate in order to effect the
foregoing.

         9.03 Dividends. Holdings will not, and will not permit any of its
Subsidiaries to, authorize, declare or pay any Dividends with respect to
Holdings or any of its Subsidiaries, except that:

         (i) any Subsidiary of the Borrower may (x) pay cash Dividends to the
     Borrower or to any Wholly-Owned Subsidiary of the Borrower and (y) if such
     Subsidiary is not a Wholly-Owned Subsidiary of the Borrower, pay cash
     Dividends to its shareholders generally so long as the Borrower or its
     respective Subsidiary which owns the equity interest or interests in the
     Subsidiary paying such Dividends receives at least its proportionate share
     thereof (based upon its relative holdings of equity interests in the


                                      -57-
<PAGE>
     Subsidiary paying such Dividends and taking into account that the relative
     preferences, if any, of the various classes of equity interests in such
     Subsidiary);

         (ii) so long as there shall exist no Default or Event of Default (both
     before and after giving effect to the payment thereof), Holdings may
     repurchase outstanding shares of its common stock (or options to purchase
     such common stock) from, and following the death, disability, retirement or
     termination of employment of, employees, officers or directors of Holdings
     or any of its Subsidiaries (as well as from any such employee's, officer's
     or director's estates and heirs), provided that (x) all amounts used to
     effect such repurchases are obtained by Holdings from a substantially
     concurrent issuance of its common stock (or options to purchase such common
     stock) to other employees, members of management, executive officers or
     directors of Holdings or any of its Subsidiaries or (y) to the extent the
     proceeds used to effect any repurchase pursuant to this clause (ii) are not
     obtained as described in preceding clause (x), the aggregate amount of
     Dividends paid by Holdings pursuant to this clause (ii) (exclusive of
     amounts paid as described pursuant to preceding clause (x)) shall not
     exceed $1,000,000 in any fiscal year of Holdings, provided that any unused
     amount thereof may be carried forward and utilized for such purposes in any
     succeeding fiscal year of Holdings;

         (iii) the Borrower may pay cash Dividends to Holdings for the purpose
     of paying, so long as all of the proceeds thereof are promptly used by
     Holdings to pay, its operating expenses incurred in the ordinary course of
     business and other corporate overhead costs and expenses (including,
     without limitation, legal and accounting expenses and similar expenses),
     provided that the aggregate amount of all cash Dividends paid pursuant to
     this clause (iii) shall not exceed $750,000 in any fiscal year of Holdings;

         (iv) the Borrower may pay cash Dividends to Holdings for the purpose of
     paying, so long as all of the proceeds thereof are promptly used by Holding
     to pay, franchise taxes and federal, state and local income taxes and
     interest and penalties with respect thereto, if any, payable by Holdings;
     provided that any refund shall be promptly returned by Holdings to the
     Borrower;

         (v) so long as these shall exist no Default or Event of Default (both
     before and after giving effect to the payment thereof), the Borrower may
     pay cash Dividends to Holdings for the purpose of enabling Holdings to pay
     the Dividends referred to in clause (ii) above or to make the repurchases
     referred to in clause (vi) below, so long as all of the proceeds thereof
     are promptly used by Holdings to pay such Dividends or make such
     repurchases;

         (vi) so long as there shall exist no Default or Event of Default (both
     before and after giving effect to the payment thereof), Holdings may
     repurchase outstanding shares of its common stock for the purpose of (or to
     be held in treasury for the purpose of) funding employee stock option
     and/or employee stock purchase plans from time to time with such common
     stock so long as the aggregate amount expended for such repurchases does
     not exceed $15,000,000 in any fiscal year of Holdings; and



                                      -58-
<PAGE>
         (vii) Holdings may pay regularly scheduled Dividends on its Qualified
     Preferred Stock pursuant to the terms thereof solely through the issuance
     of additional shares of Qualified Preferred Stock of Holdings rather than
     in cash.

         9.04 Indebtedness. Holdings will not, and will not permit any of its
Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

         (i) Indebtedness incurred pursuant to this Agreement and the other
     Credit Documents;

         (ii) Existing Indebtedness outstanding on the Initial Borrowing Date
     and listed on Schedule VIII (as reduced by any permanent repayments of
     principal thereof), without giving effect to any subsequent extension,
     renewal or refinancing thereof except to the extent set forth on Schedule
     VIII, provided that (x) the aggregate principal amount of the Indebtedness
     to be extended, renewed or refinanced does not increase from that amount
     outstanding at the time of any such extension, renewal or refinancing and
     (y) the 10-1/2% Senior Subordinated Notes and the 5% Convertible Senior
     Subordinated Notes may not be refinanced pursuant to this clause (ii);

         (iii) Indebtedness of the Borrower under Interest Rate Protection
     Agreements entered into with respect to other Indebtedness permitted under
     this Section 9.04 so long as the entering into of such Interest Rate
     Protection Agreements are bona fide hedging activities and are not for
     speculative purposes;

         (iv) Indebtedness of the Borrower or any of its Subsidiaries under
     Other Hedging Agreements providing protection to the Borrower and its
     Subsidiaries against fluctuations in currency values or commodity prices in
     connection with the Borrower's or any of its Subsidiaries' operations so
     long as the entering into of such Other Hedging Agreements are bona fide
     hedging activities and are not for speculative purposes;

         (v) Indebtedness of the Borrower and its Subsidiaries evidenced by
     Capitalized Lease Obligations, provided that in no event shall the sum of
     the aggregate principal amount of all Capitalized Lease Obligations exceed
     $10,000,000 at any time outstanding;

         (vi) Indebtedness incurred by Foreign Subsidiaries of the Borrower to
     finance the purchase, lease or improvement of property (real or personal)
     or equipment, in each case incurred at the time of, or within the 180 days
     after, such purchase, lease or improvement and so long as the aggregate
     principal amount of all Indebtedness (including trade letters of credit)
     incurred pursuant to this paragraph (vi) does not exceed $75,000,000 at any
     time outstanding, provided, however, up to $10,000,000 in the aggregate of
     such Indebtedness at any time outstanding may be incurred for purposes
     other than those described above in this clause (vi);

         (vii) so long as no Default or Event of Default then exists or would
     result therefrom, Additional Permitted Subordinated Debt of the Borrower
     (which may be guaranteed on a like basis by the Guarantors) the Net Debt
     Proceeds of which are used (A) within three Business Days after the date of
     the issuance thereof to voluntarily prepay


                                      -59-
<PAGE>
     outstanding Term Loans pursuant to Section 4.01(a) and/or (B) within 60
     days after the date of issuance thereof to refinance all or a portion of
     the 5% Convertible Senior Subordinated Notes, the 10-1/2% Senior
     Subordinated Notes and/or any Additional Permitted Subordinated Debt issued
     pursuant to clause (i) of Section 9.04(viii) below, provided that (x) the
     aggregate principal amount of such Additional Permitted Subordinated Debt
     shall not exceed the aggregate principal amount of the Term Loans, 5%
     Convertible Senior Subordinated Notes, the 10-1/2% Senior Subordinated
     Notes and/or the Additional Permitted Subordinated Debt being repaid or
     refinanced, plus any accreted amounts in respect thereof and the amount of
     any premiums and accrued and unpaid interest required to be paid thereon
     and the fees and expenses associated therewith, and (y) if all or any
     portion of the Net Debt Proceeds of such Additional Subordinated Debt are
     not so used within such 60-day period, such remaining portion shall be
     applied on the last day of such period as a mandatory repayment of
     principal of outstanding Term Loans in accordance with Section 4.02(d);

         (viii) so long as no Default or Event of Default then exists or would
     result therefrom, Additional Permitted Subordinated Debt of the Borrower
     (which may be guarantied on a like basis by the Guarantors) to the extent
     that (i) such Additional Permitted Subordinated Debt is issued to the
     seller as all or part of the consideration for any Permitted Acquisition or
     (ii) the Net Debt Proceeds thereof are used within 90 days after the date
     of issuance thereof to finance all or a part of any Permitted Acquisition
     (including to refinance any Indebtedness of the Acquired Entity or
     Business) and to pay the related fees and expenses, provided that the sum
     of (I) the aggregate principal amount of all Additional Permitted
     Subordinated Debt incurred pursuant to this clause (viii) plus (II) the
     aggregate principal amount of all Indebtedness incurred pursuant to Section
     9.04 (ix) shall not exceed $250,000,000 at any time outstanding, and (y) if
     all or any portion of the Net Debt Proceeds of such Additional Subordinated
     Debt are not so used within such 90-day period, such remaining portion
     shall be applied on the last day of such period as a mandatory repayment of
     principal of outstanding Term Loans in accordance with Section 4.02(d);

         (ix) Indebtedness of a Subsidiary of the Borrower acquired pursuant to
     a Permitted Acquisition (or Indebtedness assumed by the Borrower at the
     time of a Permitted Acquisition of an asset securing such Indebtedness),
     provided that (x) such Indebtedness was not incurred in connection with, or
     in anticipation or contemplation of, such Permitted Acquisition, and (y)
     the aggregate principal amount of all Indebtedness permitted by this clause
     (ix) shall not exceed at any time outstanding the lesser of (A) $50,000,000
     and (B) that aggregate principal amount which, when added to the aggregate
     principal amount of all Indebtedness then outstanding pursuant to clause
     (viii) of this Section 9.04, equals $250,000,000;

         (x) Indebtedness of the Borrower permitted pursuant to Section
     9.01(vii);

         (xi) intercompany Indebtedness among the Borrower and its Subsidiaries
     to the extent permitted by Sections 9.05(viii), (x), (xi) and (xiii);



                                      -60-
<PAGE>
         (xii) to the extent that same constitutes Indebtedness, obligations in
     respect of earn-out arrangements permitted pursuant to a Permitted
     Acquisition;

         (xiii) guaranties by the Borrower or any of its Wholly-Owned Domestic
     Subsidiaries of Indebtedness and other obligations of the Borrower or its
     Wholly-Owned Domestic Subsidiaries so long as such Indebtedness and other
     obligations are otherwise permitted under this Agreement; and

         (xiv) so long as no Default or Event of Default then exists or would
     result therefrom, additional Indebtedness of the Borrower not to exceed
     $35,000,000 in aggregate principal amount at any time outstanding,
     provided, however, up to $10,000,000 in the aggregate of such Indebtedness
     at any time outstanding may be incurred by Subsidiaries of the Borrower.

Notwithstanding anything to the contrary contained above in this Section 9.04 or
in Section 9.01, in no event shall Holdings or any of its Subsidiaries incur any
Indebtedness that is secured by any Lien on any of the property or assets of
Holdings or any of its Subsidiaries to the extent that the incurrence of any
such secured Indebtedness would require Holdings or any of its Subsidiaries to
secure the 10-1/2% Senior Subordinated Notes (and related guaranty obligations)
on an equal and ratable basis.

         9.05 Advances, Investments and Loans. Holdings will not, and will not
permit any of its Subsidiaries to, directly or indirectly, lend money or credit
or make advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any other Person, or purchase or own a futures contract or otherwise become
liable for the purchase or sale of currency or other commodities at a future
date in the nature of a futures contract, or hold any cash or Cash Equivalents
(each of the foregoing an "Investment" and, collectively, "Investments"), except
that the following shall be permitted:

         (i) the Borrower and its Subsidiaries may acquire and hold accounts
     receivables owing to any of them, if created or acquired in the ordinary
     course of business and payable or dischargeable in accordance with
     customary trade terms of the Borrower or such Subsidiary;

         (ii) Holdings and its Subsidiaries may acquire and hold cash and Cash
     Equivalents;

         (iii) Holdings and its Subsidiaries may hold the Investments held by
     them on the Initial Borrowing Date and described on Schedule XI, provided
     that any additional Investments made with respect thereto shall be
     permitted only if permitted under the other provisions of this Section
     9.05;

         (iv) the Borrower and its Subsidiaries may acquire and own investments
     (including debt obligations) received in connection with the bankruptcy or
     reorganization of suppliers and customers and in good faith settlement of
     delinquent obligations of, and other disputes with, customers and suppliers
     arising in the ordinary course of business;



                                      -61-
<PAGE>
         (v) the Borrower and its Subsidiaries may make loans and advances to
     their officers and employees for moving, relocation and travel expenses and
     other similar expenditures, in each case in the ordinary course of business
     in an aggregate amount not to exceed $10,000,000 at any time outstanding
     (determined without regard to any write-downs or write-offs of such loans
     and advances);

         (vi) the Borrower may enter into Interest Rate Protection Agreements to
     the extent permitted by Section 9.04(iii);

         (vii) the Borrower and its Subsidiaries may enter into Other Hedging
     Agreements to the extent permitted by Section 9.04(iv);

         (viii) any Subsidiary of the Borrower may make intercompany loans and
     advances to the Borrower or to any Wholly-Owned Subsidiary of the Borrower
     and the Borrower may make intercompany loans and advances to any
     Wholly-Owned Subsidiary of the Borrower, in each case as long as any
     promissory notes evidencing such intercompany loan or advance shall be
     pledged (and delivered) by the Borrower or the respective Wholly-Owned
     Domestic Subsidiary that is the lender of such intercompany loan or advance
     as Pledge Agreement Collateral pursuant to the Pledge Agreement, provided
     that (i) neither the Borrower nor any Domestic Subsidiary of the Borrower
     may make loans or advances to any Wholly-Owned Foreign Subsidiary of the
     Borrower pursuant to this Section 9.05(viii) and (ii) any loans or advances
     made to the Borrower or any of its Domestic Subsidiaries that are
     Subsidiary Guarantors pursuant to this Section 9.05(viii) shall be
     subordinated to the Obligations of the respective Credit Parties pursuant
     to written subordination provisions in the form of Exhibit N;

         (ix) Permitted Acquisitions shall be permitted in accordance with
     Section 8.15;

         (x) the Borrower and its Wholly-Owned Domestic Subsidiaries may make
     loans and advances to, or other cash equity investments in, Wholly-Owned
     Foreign Subsidiaries of the Borrower, provided that (i) the aggregate
     amount of Investments made pursuant to this Section 9.05(x) (determined
     without regard to any write-downs or write-offs thereof), when combined
     with the aggregate consideration paid in respect of all Foreign Permitted
     Acquisitions (excluding consideration paid for with common stock of
     Holdings or Qualified Preferred Stock of Holdings and/or with cash proceeds
     received by Holdings after the Initial Borrowing Date from the issuance by
     Holdings of shares of its common stock and/or Qualified Preferred Stock),
     shall not exceed 5% of Consolidated Net Tangible Assets (as derived from
     the latest consolidated balance sheet of Holdings delivered to the
     Administrative Agent and the Lenders pursuant to Section 8.01(a) or (b), as
     applicable);

         (xi) the Borrower and its Wholly-Owned Domestic Subsidiaries may make
     cash Investments in the Wholly-Owned Foreign Subsidiary of the Borrower
     that owns the plant in Suzhou, China to the extent that the proceeds of
     such Investments are promptly used by such Wholly-Owned Foreign Subsidiary
     to fund Capital Expenditures and start-up costs for such plant, provided
     that the amount of Investments made pursuant to this Section 9.05(xi) shall
     not exceed (x) $75,000,000 in the aggregate for any Test Period or


                                      -62-
<PAGE>
     (y) $250,000,000 in the aggregate from and after the Effective Date (in
     each case determined without regard to any write-downs or write-offs of
     such Investments);

         (xii) the Borrower and its Subsidiaries may create Subsidiaries to the
     extent permitted by Section 9.13, provided that any Investments made in
     such Subsidiaries may only be made to the extent permitted under the other
     provisions of this Section 9.05; and

         (xiii) the Borrower and its Subsidiaries may make additional
     Investments in an aggregate amount not to exceed $35,000,000 at any time
     outstanding (determined without regard to any write-downs or write-offs of
     such Investments).

         9.06 Transactions with Affiliates. Holdings will not, and will not
permit any of its Subsidiaries to, enter into any transaction or series of
related transactions with any Affiliate of Holdings or any of its Subsidiaries,
other than in the ordinary course of business and on terms and conditions
substantially as favorable to Holdings or such Subsidiary as would reasonably be
obtained by Holdings or such Subsidiary at that time in a comparable
arm's-length transaction with a Person other than an Affiliate, except that:

         (i) Dividends may be paid to the extent provided in Section 9.03;

         (ii) loans may be made and other transactions may be entered into by
     Holdings and its Subsidiaries to the extent permitted by Sections 9.02,
     9.04 and 9.05;

         (iii) customary fees may be paid to non-officer directors of Holdings;

         (iv) the Borrower may pay management fees to Holdings from time to time
     in an amount not in excess of Holdings' compensation expenses for its
     employees; and

         (v) Holdings and its Subsidiaries may enter into, and may make payments
     under, employment agreements, employee benefits plans, stock option plans,
     indemnification provisions and other similar compensatory arrangements with
     officers, employees and directors of Holdings and its Subsidiaries in the
     ordinary course of business.

         9.07 Consolidated Interest Coverage Ratio. Holdings will not permit the
Consolidated Interest Coverage Ratio for any Test Period ending on the last day
of any fiscal quarter of Holdings to be less than 2.50:1.00.

         9.08 Minimum Consolidated EBITDA. Holdings will not permit the
remainder of (i) Consolidated EBITDA for any Test Period ending on the last day
of any fiscal quarter of Holdings minus (ii) the aggregate amount of all Capital
Expenditures (other than Capital Expenditures to the extent constituting a
Permitted Acquisition or to the extent financed with Net Insurance Proceeds or
Net Equity Proceeds) made by Holdings and its Subsidiaries during such Test
Period to be less than $65,000,000.

         9.09 Senior Leverage Ratio. Holdings will not permit the Senior
Leverage Ratio at any time to be greater than 2.00:1.00; provided, however, from
and after the time that the Borrower redeems or otherwise repurchases any
outstanding Subordinated Notes pursuant to


                                      -63-
<PAGE>
clause (z) of the proviso to Section 9.10(i), Holdings will not permit the
Senior Leverage Ratio at any time to be greater than 1.00:1.00.

         9.10 Limitations on Payments of Subordinated Notes; Modifications of
Subordinated Note Documents, Certificate of Incorporation, By-Laws and Certain
Other Agreements, etc. Holdings will not, and will not permit any of its
Subsidiaries to:

         (i) make (or give any notice in respect of) any voluntary or optional
     payment or prepayment on or redemption or acquisition for value of, or any
     prepayment or redemption as a result of any asset sale, change of control
     or similar event of (including, in each case without limitation, by way of
     depositing with the trustee with respect thereto, or with any other Person,
     money or securities before due for the purpose of paying when due), any
     Subordinated Notes, provided however, so long as no Default or Event of
     Default then exists or would result therefrom, (w) the Borrower may
     refinance Subordinated Notes to the extent permitted by Section 9.04(vii),
     (x) the Borrower may redeem or otherwise repurchase outstanding
     Subordinated Notes with Net Equity Proceeds received by Holdings from the
     issuance of its common stock and/or Qualified Preferred Stock to the extent
     that such redemption or repurchase occurs within 60 days after the receipt
     of such Net Equity Proceeds and such Net Equity Proceeds are not otherwise
     required to be applied to repay outstanding Term Loans pursuant to Section
     4.02(c), (y) the Borrower may redeem or otherwise repurchase outstanding
     Subordinated Notes so long as the aggregate amount expended by the Borrower
     in respect of all such redemptions and repurchases does not exceed
     $25,000,000 (or $50,000,000 if at the time of any such redemption or
     repurchase (and after giving effect thereto) the Senior Leverage Ratio is
     less than 1.00:1.00), and (z) the Borrower may redeem or otherwise
     repurchase outstanding Subordinated Notes after all of the Term Loans have
     been repaid in full and so long as at the time of any such redemption or
     repurchase (and after giving effect thereto) the Senior Leverage Ratio is
     less than 1.00:1.00 and no Revolving Loans or Swingline Loans are
     outstanding;

         (ii) amend or modify, or permit the amendment or modification of any
     provision of, any Subordinated Note Document other than any such amendments
     or modifications which could not reasonably be expected to be adverse to
     the interests of the Lenders in any material respect and which have been
     approved in writing by the Administrative Agent;

         (iii) amend, modify or change its certificate or articles of
     incorporation (including, without limitation, by the filing or modification
     of any certificate or articles of designation), certificate of formation,
     limited liability company agreement or by-laws (or the equivalent
     organizational documents), as applicable, or any agreement entered into by
     it with respect to its capital stock or other equity interests, or enter
     into any new agreement with respect to its capital stock or other equity
     interests, unless such amendment, modification, change or other action
     contemplated by this clause (iii) could not reasonably be expected to be
     adverse to the interests of the Lenders in any material respect (although
     nothing in this clause (iii) shall restrict Holdings or any Subsidiary
     thereof from amending any such document to (x) provide customary
     indemnification for any


                                      -64-
<PAGE>
     officer or director of Holdings or any of its Subsidiaries or (y) authorize
     the issuance by Holdings of any capital stock permitted to be issued by it
     pursuant to Section 9.14(a));

         (iv) amend, modify or change any then existing, or enter into any new
     tax sharing agreement, tax allocation agreement or similar agreements
     unless such amendment, modification, change or new arrangement could not
     reasonably be expected to be adverse to the interests of the Lenders in any
     material respect; or

         (v) designate any Indebtedness, other than the Obligations, as
     "Designated Senior Indebtedness" (or any similar term) for purposes of any
     Subordinated Note Documents.

         9.11 Limitation on Certain Restrictions on Subsidiaries. Holdings will
not, and will not permit any of its Subsidiaries to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any encumbrance
or restriction on the ability of any such Subsidiary to (a) pay dividends or
make any other distributions on its capital stock or any other interest or
participation in its profits owned by the Borrower or any of its Subsidiaries,
or pay any Indebtedness owed to the Borrower or any of its Subsidiaries, (b)
make loans or advances to the Borrower or any of its Subsidiaries or (c)
transfer any of its properties or assets to the Borrower or any of its
Subsidiaries, except for such encumbrances or restrictions existing under or by
reason of (i) applicable law, (ii) this Agreement and the other Credit
Documents, (iii) the Subordinated Note Documents, (iv) customary provisions
restricting subletting or assignment of any lease governing any leasehold
interest of the Borrower or any of its Subsidiaries, (v) customary provisions
restricting assignment of any licensing agreement (in which the Borrower or any
of its Subsidiaries is the licensee) or other contract entered into by the
Borrower or any of its Subsidiaries in the ordinary course of business, (vi)
restrictions on the transfer of any asset pending the close of the sale of such
asset, (vii) restrictions on the transfer of any asset subject to a Lien
permitted by Section 9.01(iii), (vi), (vii), (viii), (xv), (xviii) or (xix), and
(viii) customary restrictions set forth in Indebtedness incurred by Foreign
Subsidiaries of the Borrower pursuant to, and as permitted by, Section 9.04 and
owing to Persons other than the Borrower and its Subsidiaries so long as such
restrictions are applicable only to the Foreign Subsidiary or Foreign
Subsidiaries incurring such Indebtedness and Holdings in good faith determines
that said restrictions are not likely to give rise to a violation of the
financial covenants contained in this Agreement.

         9.12 Business, etc. (a) Holdings will not, and will not permit any of
its Subsidiaries to, engage in any business other than the businesses engaged in
by Holdings and its Subsidiaries as of the Initial Borrowing Date and reasonable
extensions thereof and other businesses reasonably related thereto.

         (b) Notwithstanding the foregoing or anything else in this Agreement to
the contrary, Holdings will not engage in any business or own any significant
assets or have any material liabilities other than (i) its ownership of the
capital stock of the Borrower and (ii) those liabilities which it is responsible
for under this Agreement, the other Credit Documents to which it is a party and
the Subordinated Debt Documents to which it is a party, provided that Holdings
may engage in those activities that are incidental to (x) the maintenance of its
existence in


                                      -65-
<PAGE>
compliance with applicable law, (y) its employment of members of management of
the Borrower and (z) legal, tax and accounting matters in connection with any of
the foregoing activities.

         9.13 Limitation on Creation of Subsidiaries. Holdings will not, and
will not permit any of its Subsidiaries to, establish, create or acquire after
the Initial Borrowing Date any Subsidiary, provided that the Borrower and its
Wholly Owned Subsidiaries may (x) establish, create and, to the extent permitted
by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create
and acquire non-Wholly-Owned Subsidiaries to the extent permitted by Section
9.05(xiii) or by the definition of Permitted Acquisition, in each case so long
as (i) all of the capital stock and other equity interests of such new
Subsidiary are (to the extent owned by a Credit Party) pledged to the Collateral
Agent pursuant to the terms and conditions of the Pledge Agreement, (ii) each
such new Domestic Subsidiary enters into the Subsidiaries Guaranty and executes
and delivers to the Collateral Agent a counterpart of the Pledge Agreement and,
if a Trigger Event has occurred, the Security Agreement, (iii) each such new
Domestic Subsidiary enters into such Mortgages as the Administrative Agent or
the Required Lenders may require pursuant to Section 8.12 and (iv) each such new
Domestic Subsidiary executes and delivers all other relevant documentation
(including opinions of counsel) of the type described in Section 5 as such new
Subsidiary would have had to deliver if it were a Credit Party on the Initial
Borrowing Date.

         9.14 Limitation on Issuance of Capital Stock. (a) Holdings will not,
and will not permit any of its Subsidiaries to, issue (i) any preferred stock or
other preferred equity interests other than (x) Qualified Preferred Stock of
Holdings or (y) any preferred stock issued by a Subsidiary of the Borrower to
the extent that such preferred stock is held by the Borrower or a Wholly-Owned
Subsidiary thereof or (ii) any redeemable common stock or other redeemable
common equity interests other than common stock or other redeemable common
equity interests that is redeemable at the sole option of Holdings or such
Subsidiary, as the case may be.

         (b) Holdings will not permit any of its Subsidiaries to issue any
capital stock or other equity interests (including by way of sales of treasury
stock) or any options or warrants to purchase, or securities convertible into,
capital stock or other equity interests, except (i) for transfers and
replacements of then outstanding shares of capital stock or other equity
interests, (ii) for stock splits, stock dividends and issuances which do not
decrease the percentage ownership of Holdings or any of its Subsidiaries in any
class of the capital stock or other equity interests of such Subsidiary, (iii)
in the case of Foreign Subsidiaries, to qualify directors and other nominal
amounts required to be held by local nationals in each case to the extent
required by applicable law, or (iv) for issuances by newly created or acquired
Subsidiaries in accordance with the terms of this Agreement.

         9.15 Changes to Legal Names, Organizational Identification Numbers,
Jurisdiction or Type or Organization. No Credit Party shall change, or permit
any change to, its legal name until (i) it shall have given to the Collateral
Agent not less than 15 days prior written notice of its intention so to do,
clearly describing such new name and providing other information in connection
therewith as the Collateral Agent may reasonably request and (ii) with respect
to such new name, it shall have taken all action reasonably requested by the
Collateral Agent to maintain the security interests of the Collateral Agent in
the Collateral intended to be granted pursuant to the applicable Security
Documents at all times fully perfected and in full force and


                                      -66-
<PAGE>
effect. In addition, to the extent that any Credit Party does not have an
organizational identification number on the Initial Borrowing Date and later
obtains one, or if there is any change in the organizational identification
number of any Credit Party, the Borrower or such other Credit Party shall
promptly notify the Collateral Agent of such new or changed organizational
identification number and shall take all actions reasonably satisfactory to the
Collateral Agent to the extent necessary to maintain the security interests of
the Collateral Agent in the Collateral intended to be granted pursuant to the
applicable Security Documents fully perfected and in full force and effect.
Furthermore, no Credit Party shall change its jurisdiction of organization or
its type of organization until (i) it shall have given to the Collateral Agent
not less than 15 days prior written notice of its intention so to do, clearly
describing such new jurisdiction of organization and/or type of organization and
providing such other information in connection therewith as the Collateral Agent
may reasonably request (although no change pursuant to this Section 9.15 shall
be permitted to the extent that it involves a "Registered Organization" (as
defined in the Pledge Agreement) ceasing to constitute same) and (ii) with
respect to such new jurisdiction and/or type of organization, it shall have
taken all actions reasonably requested by the Collateral Agent to maintain the
security interests of the Collateral Agent in the Collateral intended to be
granted pursuant to the Security Documents at all times fully perfected and in
full force and effect.

         SECTION 10. Events of Default. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

         10.01 Payments. The Borrower shall (i) default in the payment when due
of any principal of any Loan or any Note or (ii) default, and such default shall
continue unremedied for three or more Business Days, in the payment when due of
any interest on any Loan or Note, any Unpaid Drawing or any Fees or any other
amounts owing hereunder or under any other Credit Document; or

         10.02 Representations, etc. Any representation, warranty or statement
made or deemed made by any Credit Party herein or in any other Credit Document
or in any certificate delivered to the Administrative Agent or any Lender
pursuant hereto or thereto shall prove to be untrue in any material respect on
the date as of which made or deemed made; or

         10.03 Covenants. Holdings or any of its Subsidiaries shall (i) default
in the due performance or observance by it of any term, covenant or agreement
contained in Section 8.01(f)(i), 8.08, 8.11, 8.12, 8.14, 8.15 or Section 9 or
(ii) default in the due performance or observance by it of any other term,
covenant or agreement contained in this Agreement or in any other Credit
Document (other than those set forth in Sections 10.01 and 10.02) and such
default shall continue unremedied for a period of 30 days after written notice
thereof to the defaulting party by the Administrative Agent or the Required
Lenders; or

         10.04 Default Under Other Agreements. (i) Holdings or any of its
Subsidiaries shall (x) default in any payment of any Indebtedness (other than
the Obligations) beyond the period of grace, if any, provided in an instrument
or agreement under which such Indebtedness was created or (y) default in the
observance or performance of any agreement or condition relating to any
Indebtedness (other than the Obligations) or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the


                                      -67-
<PAGE>
effect of which default or other event or condition is to cause, or to permit
the holder or holders of such Indebtedness (or a trustee or agent on behalf of
such holder or holders) to cause (determined without regard to whether any
notice is required), any such Indebtedness to become due prior to its stated
maturity, or (ii) any Indebtedness (other than the Obligations) of Holdings or
any of its Subsidiaries shall be declared to be (or shall become) due and
payable, or required to be prepaid other than by a regularly scheduled required
prepayment, prior to the stated maturity thereof, provided that it shall not be
a Default or an Event of Default under this Section 10.04 unless the aggregate
principal amount of all Indebtedness as described in preceding clauses (i) and
(ii) is at least $15,000,000; or

         10.05 Bankruptcy, etc. Holdings or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against
Holdings or any of its Subsidiaries, and the petition is not controverted within
10 days, or is not dismissed within 60 days, after commencement of the case; or
a custodian (as defined in the Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of Holdings or any of its
Subsidiaries, or Holdings or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to Holdings or any of
its Subsidiaries, or there is commenced against Holdings or any of its
Subsidiaries any such proceeding which remains undismissed for a period of 60
days, or Holdings or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or Holdings or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or
Holdings or any of its Subsidiaries makes a general assignment for the benefit
of creditors; or any corporate, limited liability company or similar action is
taken by Holdings or any of its Subsidiaries for the purpose of effecting any of
the foregoing; or

         10.06 ERISA. Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph
(b)(1) thereof) and an event described in subsection .62, .63, .64, .65, .66,
.67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with respect to such Plan within the following 30 days, any Plan which is
subject to Title IV of ERISA shall have had or is likely to have a trustee
appointed to administer such Plan, any Plan which is subject to Title IV of
ERISA is, shall have been or is likely to be terminated or to be the subject of
termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan or a
Foreign Pension Plan has not been timely made, Holdings or any Subsidiary of
Holdings or any ERISA Affiliate has incurred or is likely to incur any liability
to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of
the Code or on account of a group health plan (as defined in Section 607(1) of
ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code,


                                      -68-
<PAGE>
or Holdings or any Subsidiary of Holdings has incurred or is likely to incur
liabilities pursuant to one or more employee welfare benefit plans (as defined
in Section 3(1) of ERISA) that provide benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or Plans or
Foreign Pension Plans, a "default" within the meaning of Section 4219(c)(5) of
ERISA shall occur with respect to any Plan, any applicable law, rule or
regulation is adopted, changed or interpreted, or the interpretation or
administration thereof is changed, in each case after the date hereof, by any
governmental authority or agency or by any court (a "Change of Law"), or, as a
result of a Change in Law, an event occurs following a Change in Law, with
respect to or otherwise affecting any Plan, and in each case (with respect to
the matters described above in this Section 10.06) there shall result from any
such event or events the imposition of a lien, the granting of a security
interest, or a liability or a material risk of incurring a liability and such
lien, security interest or liability, either individually and/or in the
aggregate, has had, or could reasonably be expected to have, in the opinion of
the Required Lenders, a Material Adverse Effect; or

         10.07 Security Documents. After the execution and delivery thereof, any
of the Security Documents shall cease to be in full force and effect (except in
accordance with the terms thereof), or shall cease to give the Collateral Agent
for the benefit of the Secured Creditors the Liens, rights, powers and
privileges purported to be created thereby (including, without limitation, a
perfected security interest in, and Lien on, all of the Collateral, in favor of
the Collateral Agent, superior to and prior to the rights of all third Persons
(except as permitted by Section 9.01), and subject to no other Liens (except as
permitted by Section 9.01), or any Credit Party shall default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any such Security Document and such default
shall continue beyond the period of grace, if any, specifically applicable
thereto pursuant to the terms of such Security Document or this Agreement; or

         10.08 Guaranties. Any Guaranty or any provision thereof shall cease to
be in full force or effect as to any Guarantor (except in accordance with the
terms thereof), or any Guarantor or any Person acting for or on behalf of such
Guarantor shall deny or disaffirm such Guarantor's obligations under the
Guaranty to which it is a party (other than as a result of the release of any
Guarantor from its Guaranty in accordance with the terms thereof) or any
Guarantor shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to the
Guaranty to which it is a party and such default shall continue beyond the
period of grace, if any, specifically applicable thereto pursuant to the terms
of such Guaranty or this Agreement; or

         10.09 Judgments. One or more judgments or decrees shall be entered
against Holdings or any Subsidiary of Holdings involving in the aggregate for
Holdings and its Subsidiaries a liability (not paid or fully covered by a
reputable and solvent insurance company) and such judgments and decrees either
shall be final and non-appealable or shall not be vacated, discharged or stayed
or bonded pending appeal for any period of 30 consecutive days, and the
aggregate amount of all such judgments equals or exceeds $15,000,000; or

         10.10 Change of Control. A Change of Control shall occur;



                                      -69-
<PAGE>


then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Borrower, take any or all
of the following actions, without prejudice to the rights of the Administrative
Agent, any Lender or the holder of any Note to enforce its claims against any
Credit Party (provided that, if an Event of Default specified in Section 10.05
shall occur with respect to the Borrower, the result which would occur upon the
giving of written notice by the Administrative Agent as specified in clauses (i)
and (ii) below shall occur automatically without the giving of any such notice):
(i) declare the Total Commitment terminated, whereupon all Commitments of each
Lender shall forthwith terminate immediately and any Commitment Commission shall
forthwith become due and payable without any other notice of any kind; (ii)
declare the principal of and any accrued interest in respect of all Loans and
the Notes and all Obligations owing hereunder and thereunder to be, whereupon
the same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each
Credit Party; (iii) terminate any Letter of Credit which may be terminated in
accordance with its terms; (iv) direct the Borrower to pay (and the Borrower
agrees that upon receipt of such notice, or upon the occurrence of an Event of
Default specified in Section 10.05 with respect to the Borrower, it will pay) to
the Administrative Agent at the Payment Office such additional amount of cash or
Cash Equivalents, to be held as security by the Administrative Agent, as is
equal to the aggregate Stated Amount of all Letters of Credit issued for the
account of the Borrower and then outstanding; (v) enforce, as Collateral Agent,
all of the Liens and security interests created pursuant to the Security
Documents; and (vi) apply any cash collateral held by the Administrative Agent
pursuant to Section 4.02 to the repayment of the Obligations.

SECTION 11. Definitions and Accounting Terms.

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

            "Acquired Entity or Business" shall mean either (x) the assets
constituting a business, division or product line of any Person not already a
Subsidiary of the Borrower or (y) 100% of the capital stock of any such Person,
which Person shall, as a result of such stock acquisition, become a Wholly-Owned
Subsidiary of the Borrower (or shall be merged with and into the Borrower or a
Wholly-Owned Subsidiary of the Borrower, with the Borrower or such Wholly-Owned
Subsidiary being the surviving Person).

            "Additional Permitted Subordinated Debt" shall mean Indebtedness of
the Borrower that (i) is unsecured, (ii) matures after the first anniversary of
the Term Loan Maturity Date, (iii) requires no payment of principal (whether by
way of scheduled amortization, mandatory redemption, mandatory prepayment,
sinking fund or otherwise) prior to its maturity, except upon the occurrence of
a change of control (the definition of which shall be no more restrictive than
that set forth in the 10-1/2% Senior Subordinated Note Indenture) so long as
the terms thereof do not require any such redemption or other action unless (and
until) all Obligations have been paid in full and the Total Commitment and all
Letters of Credit have been terminated or the requisite consents under this
Agreement have been obtained to permit such redemption or other action, (iv)
does not require Holdings or any of its Subsidiaries to maintain any specified
finan-




                                      -70-
<PAGE>
cial condition (other than as a condition to the taking of certain actions),
(v) contains subordination provisions that are no less favorable to the Lenders
than the subordination provisions contained in the 10-1/2% Series Subordinated
Note Documents, (vi) contains non-economic covenants, events of default,
remedies and other provisions which, when taken as a whole, are no less
favorable to Holdings and its Subsidiaries taken as a whole than those contained
in the 10-1/2% Senior Subordinated Note Documents and (vii) otherwise is in form
and substance reasonably satisfactory to the Administrative Agent.

            "Additional Permitted Subordinated Debt Documents" shall mean all
indentures, purchase agreements, notes, guarantees and related documents entered
into in connection with the issuance or incurrence of any Additional Permitted
Subordinated Debt.

            "Administrative Agent" shall mean DBTCA, in its capacity as
Administrative Agent for the Lenders hereunder, and shall include any successor
to the Administrative Agent appointed pursuant to Section 12.09.

            "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including, but not limited to, all directors
and officers of such Person), controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to control another Person if
such Person possesses, directly or indirectly, the power (i) to vote 5% or more
of the securities having ordinary voting power for the election of directors (or
equivalent governing body) of such Person or (ii) to direct or cause the
direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise; provided, however,
that neither any Agent nor any Lender (nor any Affiliate thereof) shall be
considered an Affiliate of Holdings or any Subsidiary thereof.

            "Agents" shall mean the Administrative Agent and the Syndication
Agent.

            "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated (including any amendment and restatement
hereof), extended or renewed from time to time.

            "Applicable Credit Rating" shall mean the rating level assigned by
each Rating Agency to the Loans.

            "Applicable Margin" shall mean (i) in respect of Term Loans that are
maintained as (x) Base Rate Loans, a percentage per annum equal to 1.75%, and
(y) Eurodollar Loans, a percentage per annum equal to 2.75%, and (ii) in respect
of Revolving Loans and Swingline Loans for any Margin Reduction Period, the
respective percentage per annum set forth below under the respective Type and
Tranche of Loans and opposite the respective Level (i.e., Level 1, Level 2 or
Level 3, as the case may be) indicated to have been achieved on the applicable
Test Date for such Margin Reduction Period (as shown in the respective officer's
certificate delivered pursuant to Section 8.01(e) or the first proviso below):

                                      -71-
<PAGE>
<TABLE>
<CAPTION>
                                           Swingline
                                           Loans and
                                           Revolving         Revolving
                                             Loans             Loans
                                          maintained as     maintained as
                          Senior           Base Rate         Eurodollar
             Level    Leverage Ratio        Loans              Loans
             -----    --------------        -----              -----
<S>         <C>       <C>                <C>                <C>
               1      Less than               1.25%            2.25%
                      1.00:1.00

               2      Greater than
                      or equal to
                      1.00:1.00 but           1.50%            2.50%
                      less than
                      1.50:1.00

               3      Greater than
                      or equal to             1.75%            2.75%
                      1.50:1.00
</TABLE>

; provided, however, that if Holdings fails to deliver the financial statements
required to be delivered pursuant to Section 8.01(a) or (b) (accompanied by the
officer's certificate required to be delivered pursuant to Section 8.01(e)
showing the applicable Senior Leverage Ratio on the relevant Test Date) on or
prior to the respective date required by such Sections, then Level 3 pricing
shall apply until such time, if any, as the financial statements required as set
forth above and the accompanying officer's certificate have been delivered
showing the pricing for the respective Margin Reduction Period is at a Level
below Level 3 (it being understood that, in the case of any late delivery of the
financial statements and officer's certificate as so required, any reduction in
the Applicable Margin shall apply only from and after the date of the delivery
of the complying financial statements and officer's certificate); provided
further, (i) that Level 3 pricing shall apply at all times when any Default or
Event of Default is in existence and (ii) except as otherwise provided in
preceding clause (i), that for the period from the Initial Borrowing Date to the
date of the delivery of Holdings' financial statements (and related officer's
certificate) in respect of its fiscal quarter ending closest to June 30, 2003,
Level 2 pricing shall apply.

            "Asset Sale" shall mean any sale, transfer or other disposition by
Holdings or any of its Subsidiaries to any Person (including by way of
redemption by such Person) other than to Holdings or a Wholly-Owned Subsidiary
of Holdings of any asset (including, without limitation, any capital stock or
other securities of, or equity interests in, another Person) other than sales of
assets pursuant to Sections 9.02(ii), (iv), (vii), (viii) and (xi).

            "Assignment and Assumption Agreement" shall mean an Assignment and
Assumption Agreement substantially in the form of Exhibit O (appropriately
completed).

            "Attributable Debt" shall mean, as of any date of determination
thereof, the net present value (discounted according to generally accepted
accounting principles at the cost of debt implied in the lease) of the
obligations of the lessee for rental payments during the then remaining term of
any applicable lease in connection with a Sale and Leaseback Transaction.

            "Bankruptcy Code" shall have the meaning provided in Section 10.05.

            "Base Rate" shall mean, at any time, the higher of (i) the Prime
Lending Rate at such time and (ii) 1/2 of 1% in excess of the overnight Federal
Funds Rate at such time.

            "Base Rate Loan" shall mean each Swingline Loan and each other Loan
designated or deemed designated as such by the Borrower at the time of the
incurrence thereof or conversion thereto.

            "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

                                      -72-
<PAGE>
            "Borrowing" shall mean the borrowing of one Type of Loan of a single
Tranche from all the Lenders having Commitments of the respective Tranche (or
from the Swingline Lender in the case of Swingline Loans) on a given date (or
resulting from a conversion or conversions on such date) having in the case of
Eurodollar Loans the same Interest Period, provided that Base Rate Loans
incurred pursuant to Section 1.10(b) shall be considered part of the related
Borrowing of Eurodollar Loans.

            "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall be
in New York, New York, a legal holiday or a day on which banking institutions
are authorized or required by law or other government action to close and (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and between
banks in U.S. dollar deposits in the interbank Eurodollar market.

            "Calculation Period" shall mean, in the case of any Permitted
Acquisition, the Test Period most recently ended prior to the date of any such
Permitted Acquisition for which financial statements are available.

            "Capital Expenditures" shall mean, with respect to any Person, all
expenditures by such Person which should be capitalized in accordance with
generally accepted accounting principles and, without duplication, the amount of
Capitalized Lease Obligations incurred by such Person.

            "Capitalized Lease Obligations" shall mean, with respect to any
Person, all rental obligations of such Person which, under generally accepted
accounting principles, are or will be required to be capitalized on the books of
such Person, in each case taken at the amount thereof accounted for as
indebtedness in accordance with such principles.

            "Cash Equivalents" shall mean, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) marketable direct obligations
issued by any state of the United States or any political subdivision of any
such state or any public instrumentality thereof maturing within one year from
the date of acquisition thereof and, at the time of acquisition, having one of
the two highest ratings obtainable from either S&P or Moody's, (iii) time
deposits, certificates of deposit and bankers acceptances of any Lender or any
commercial bank having, or which is the principal banking subsidiary of a bank
holding company having, a long-term unsecured debt rating of at least "A" or the
equivalent thereof from S&P or "A2" or the equivalent thereof from Moody's with
maturities of not more than six months from the date of acquisition by such
Person, (iv) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (i) above entered into
with any bank meeting the qualifications specified in clause (iii) above, (v)
commercial paper issued by any Person incorporated in the United States rated at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent
thereof by Moody's and in each case maturing not more than one year after the
date of acquisition by such Person, (vi) investments in money market funds
substantially all of whose assets are comprised of securities of the types
described

                                      -73-
<PAGE>
in clauses (i) through (v) above, (vii) senior corporate debt obligations of an
issuer organized under the laws of the United States or any State thereof that
are rated BBB or better by S&P or Baa2 or better by Moody's that mature not more
than three years after the date of acquisition thereof and that are actively
traded in a secondary market, provided that obligations described in this clause
(vii) that are rated BBB by S&P or Baa2 by Moody's shall not at any time
comprise more than 10% of all Cash Equivalents held by Holdings and its
Subsidiaries, and (viii) demand deposit accounts maintained in the ordinary
course of business; provided, however, the weighted average life to maturity of
all Cash Equivalents described in preceding clauses (i), (ii), (iii), (v) and
(vii) held by Holdings and its Subsidiaries at any time shall not exceed one
year.

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

            "Change of Control" shall mean (i) the Holdings shall at any time
cease to own 100% of the economic and voting interest of the Borrower's capital
stock, (ii) a "change of control" (or similar event) under any Subordinated Note
Document shall have occurred, (iii) any "Person" or "group" (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act) is or shall become the
"beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange
Act), directly or indirectly, of 35% or more of the outstanding voting and/or
economic interest in Holdings' capital stock (determined on a fully diluted
basis), or (iv) at any time the Board of Directors of Holdings shall cease to
consist of a majority of Continuing Directors.

            "Change of Law" shall have the meaning provided in Section 10.06.

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

            "Collateral" shall mean all property (whether real or personal) with
respect to which any security interests have been granted (or purported to be
granted) pursuant to any Security Document, including, without limitation, all
Pledge Agreement Collateral, all Security Agreement Collateral, all Mortgaged
Properties and all cash and Cash Equivalents delivered as collateral pursuant to
Section 4.02 or 10.

            "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors pursuant to the Security Documents.

            "Commitment" shall mean any of the commitments of any Lender, i.e.,
either a Term Loan Commitment or a Revolving Loan Commitment.


            "Commitment Commission" shall have the meaning provided in Section
3.01(a).

            "Consolidated EBIT" shall mean, for any period, Consolidated Net
Income for such period before deducting therefrom consolidated interest expense
of Holdings and its Subsidiaries for such period (to the extent that such
consolidated interest expense was deducted in arriving at Consolidated Net
Income for such period) and provision for taxes based on income

                                      -74-
<PAGE>
that were included in arriving at Consolidated Net Income for such period and
without giving effect (x) to any extraordinary gains or any extraordinary losses
and (y) to any gains or losses from sales of assets other than from sales of
inventory in the ordinary course of business.

            "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT
for such period, adjusted by adding thereto the amount of all amortization of
intangibles and depreciation that were deducted in arriving at Consolidated Net
Income for such period; it being understood that in determining the Senior
Leverage Ratio only, Consolidated EBITDA for any period shall be calculated on a
Pro Forma Basis to give effect to any Acquired Entity or Business acquired
during such period pursuant to a Permitted Acquisition and not subsequently sold
or otherwise disposed of by the Borrower or any of its Subsidiaries during such
period.

            "Consolidated Interest Coverage Ratio" shall mean, for any period,
the ratio of Consolidated EBITDA to Consolidated Interest Expense for such
period.

            "Consolidated Interest Expense" shall mean, for any period, the sum
of the total consolidated interest expense of Holdings and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, (i) that portion of Capitalized Lease
Obligations of Holdings and its Subsidiaries representing the interest factor
for such period and (ii) the interest component of any lease payment under
Attributable Debt transactions paid by Holdings and its Subsidiaries for such
period; provided that the amortization of deferred financing, legal and
accounting costs with respect to this Agreement and any Subordinated Notes in
each case shall be excluded from Consolidated Interest Expense to the extent
same would otherwise have been included therein.

            "Consolidated Net Income" shall mean, for any period, the net income
(or loss) of Holdings and its Subsidiaries for such period, determined on a
consolidated basis (after any deduction for minority interests), provided that
(i) in determining Consolidated Net Income, the net income of any other Person
which is not a Subsidiary of Holdings or is accounted for by Holdings by the
equity method of accounting shall be included only to the extent of the payment
of cash dividends or cash distributions by such other Person to the Borrower or
a Subsidiary thereof during such period, (ii) the net income of any Subsidiary
of Holdings (other than the Borrower) shall be excluded to the extent that the
declaration or payment of cash dividends or similar cash distributions by that
Subsidiary of that net income is not at the date of determination permitted by
operation of its charter or any agreement, instrument or law applicable to such
Subsidiary and (iii) the net income (or loss) of any other Person acquired by
Holdings or a Subsidiary of Holdings in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded.

            "Consolidated Net Tangible Assets" shall mean, at any time, the
aggregate amount of assets (less applicable accumulated depreciation, depletion
and amortization and other reserves and other properly deductible items) of
Holdings and its Subsidiaries, minus (a) all current liabilities of Holdings and
its Subsidiaries (excluding (i) liabilities that by their terms are extendable
or renewable at the option of the obligor to a date more than 12 months after
the date of determination and (ii) current maturities of long-term debt) and (b)
all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other intangible assets of

                                      -75-
<PAGE>
Holdings and its Subsidiaries, all as set forth in the most recent consolidated
balance sheet of Holdings and its Subsidiaries, determined on a consolidated
basis.

            "Consolidated Senior Indebtedness" shall mean, at any time without
duplication, (i) the aggregate stated balance sheet amount of all Indebtedness
(or, if greater, the aggregate face amount of any Indebtedness issued at a
discount) of Holdings and its Subsidiaries at such time (but including, without
limitation, all Loans, letters of credit (including Letter of Credit
Outstandings), Capitalized Lease Obligations and guaranties of Indebtedness that
would otherwise be included under this definition, but excluding any
Subordinated Notes) and (ii) the aggregate outstanding amount of all
Attributable Debt of Holdings and its Subsidiaries at such time.

            "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person as a result of such Person being a general partner of any other
Person, unless the underlying obligation is expressly made non-recourse as to
such general partner, and any obligation of such Person guaranteeing or intended
to guarantee any Indebtedness, leases, dividends or other obligations ("primary
obligations") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent, (i) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (x) for the purchase or payment of any such primary
obligation or (y) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (iv) otherwise
to assure or hold harmless the holder of such primary obligation against loss in
respect thereof; provided, however, that the term Contingent Obligation shall
not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Contingent Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made (or, if less,
the maximum amount of such primary obligation for which such Person may be
liable pursuant to the terms of the instrument evidencing such Contingent
Obligation) or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as determined by such Person in good faith.

            "Continuing Directors" shall mean (a) the directors of Holdings on
the Effective Date and (b) each other director, if such director's nomination
for election to the Board of Directors of Holdings is recommended by a majority
of then Continuing Directors.

            "Credit Documents" shall mean this Agreement and, after the
execution and delivery thereof pursuant to the terms of this Agreement, each
Note, the Subsidiaries Guaranty and each Security Document.

            "Credit Event" shall mean the making of any Loan or the issuance of
any Letter of Credit.

            "Credit Party" shall mean Holdings, the Borrower and each Subsidiary
Guarantor.

                                      -76-
<PAGE>
            "CSFB" shall mean Credit Suisse First Boston, in its individual
capacity.

            "DBTCA" shall mean Deutsche Bank Trust Company Americas, in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

            "Default" shall mean any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

            "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

            "Defaulting RL Lender" shall mean any RL Lender with respect to
which a Lender Default is in effect.

            "Designated Interest Rate Protection Agreement" shall mean each
Interest Rate Protection Agreement entered into by the Borrower with a
Guaranteed Creditor to the extent that the terms of such Interest Rate
Protection Agreement provide that it is entitled to the benefits of the Holdings
Guaranty or the Security Documents or Guaranties generally.

            "Designated Other Hedging Agreement" shall mean each Other Hedging
Agreement entered into by the Borrower with a Guaranteed Creditor to the extent
that the terms of such Other Hedging Agreement provide that it is entitled to
the benefits of the Holdings Guaranty or the Security Documents or Guaranties
generally.

            "Dividend" shall mean, with respect to any Person, that such Person
has declared or paid a dividend, distribution or returned any equity capital to
its stockholders, partners or members or authorized or made any other
distribution, payment or delivery of property (other than common equity of such
Person) or cash to its stockholders, partners or members as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for a
consideration any shares of any class of its capital stock or any partnership or
membership interests outstanding on or after the Effective Date (or any options
or warrants issued by such Person with respect to its capital stock or other
equity interests), or set aside any funds for any of the foregoing purposes, or
shall have permitted any of its Subsidiaries to purchase or otherwise acquire
for a consideration any shares of any class of the capital stock or any
partnership or membership interests of such Person outstanding on or after the
Effective Date (or any options or warrants issued by such Person with respect to
its capital stock or other equity interests). Without limiting the foregoing,
"Dividends" with respect to any Person shall also include all payments made or
required to be made by such Person with respect to any stock appreciation
rights, plans, equity incentive or achievement plans or any similar plans or
setting aside of any funds for the foregoing purposes.

            "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

            "Domestic Subsidiary" shall mean each Subsidiary of Holdings
incorporated or organized in the United States or any State thereof.

            "Drawing" shall have the meaning provided in Section 2.05(b).

                                      -77-
<PAGE>
            "Effective Date" shall have the meaning provided in Section 13.10.

            "Eligible Transferee" shall mean and include a commercial bank, an
insurance company, a finance company, a financial institution, any fund that
invests in loans or any other "accredited investor" (as defined in Regulation D
of the Securities Act), but in any event excluding Holdings and its
Subsidiaries.

            "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "Claims"),
including, without limitation, (a) any and all Claims by governmental or
regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (b)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief in connection
with alleged injury or threat of injury to health, safety or the environment due
to the presence of Hazardous Materials.

            "Environmental Law" shall mean any Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, guideline, policy and rule of
common law now or hereafter in effect and in each case as amended, and any
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
employee health and safety or Hazardous Materials, including, without
limitation, CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C Section
6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et
seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the
Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Safe Drinking Water Act, 42
U.S.C. Section 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section
2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of
1986, 42 U.S.C. Section 11001 et seq.; the Hazardous Material Transportation
Act, 49 U.S.C. Section 1801 et seq.; the Occupational Safety and Health Act, 29
U.S.C. Section 651 et seq.; and any state and local or foreign counterparts or
equivalents, in each case as amended from time to time.

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

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

            "Eurodollar Loan" shall mean each Loan (other than a Swingline Loan)
designated as such by the Borrower at the time of the incurrence thereof or
conversion thereto.

            "Eurodollar Rate" shall mean (a) the offered quotation to
first-class banks in the New York interbank Eurodollar market by the
Administrative Agent for Dollar deposits of

                                      -78-
<PAGE>
amounts in immediately available funds comparable to the outstanding principal
amount of the Eurodollar Loan of the Administrative Agent (in its capacity as a
Lender) with maturities comparable to the Interest Period applicable to such
Eurodollar Loan commencing two Business Days thereafter as of 10:00 A.M. (New
York time) on the applicable Interest Determination Date, divided (and rounded
upward to the nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the
then stated maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves
required by applicable law) applicable to any member bank of the Federal Reserve
System in respect of Eurocurrency funding or liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D).

            "Event of Default" shall have the meaning provided in Section 10.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

            "Existing Credit Agreement" shall mean the Credit Agreement, dated
as of June 6, 2000, among Holdings, the Borrower, the lenders party thereto and
Credit Suisse First Boston, as administrative agent (as amended through, and as
in effect on, the Effective Date).

            "Existing Indebtedness" shall have the meaning provided in Section
7.21.

            "Existing Letters of Credit" shall have the meaning provided in
Section 2.01.

            "Facing Fee" shall have the meaning provided in Section 3.01(c).

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

            "Fees" shall mean all amounts payable pursuant to or referred to in
Section 3.01.

            "Financial Officer" of any Person shall mean the chief financial
officer, principal accounting officer, treasurer or controller of such Person.

            "5% Convertible Senior Subordinated Note Documents" shall mean the
5% Convertible Senior Subordinated Note Indenture, the 5% Convertible Senior
Subordinated Notes and each other document or agreement relating to the issuance
of the 5% Convertible Senior Subordinated Notes, as each of the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

            "5% Convertible Senior Subordinated Note Indenture" shall mean the
Indenture, dated as of October 31, 2001 among the Borrower, Holdings, Fairchild
Semiconductor Corporation of California, QT Optoelectronics, Inc., QT
Optoelectronics, Kota Microcircuits,

                                      -79-
<PAGE>
Inc., and The Bank of New York, as trustee thereunder, as in effect on the
Effective Date and as the same may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof.

            "5% Convertible Senior Subordinated Notes" shall mean the Borrower's
5% Convertible Senior Subordinated Notes due 2008 issued pursuant to the 5%
Convertible Senior Subordinated Note Indenture.

            "Foreign Permitted Acquisition" shall have the meaning provided in
Section 8.15.

            "Foreign Pension Plan" shall mean each employee benefit plan,
employment, bonus, incentive, stock purchase and stock option plan, program,
agreement or arrangement; and each severance, termination pay, salary
continuation, retention, accrued leave, vacation, sick pay, sick leave, medical,
life insurance, disability, accident, profit-sharing, fringe benefit, pension,
deferred compensation or other retirement or superannuation plan, fund, program,
agreement, commitment or arrangement sponsored, established, maintained or
contributed to, or required to be contributed to, or with respect to which any
liability is borne, outside the fifty states of the United States of America, by
Holdings or any of its Subsidiaries, including, without limitation, any such
plan, fund, program, agreement or arrangement sponsored by a government or
governmental entity.

            "Foreign Subsidiary" shall mean each Subsidiary of Holdings that is
incorporated or organized under the laws of any jurisdiction other than the
United States or any State thereof.

            "Guaranteed Creditors" shall mean and include each of the
Administrative Agent, the Collateral Agent, the Issuing Lenders, the Lenders and
each party (other than any Credit Party) party to a Designated Interest Rate
Protection Agreement or a Designated Other Hedging Agreement to the extent such
party constitutes a Secured Creditor under the Security Documents.

            "Guaranteed Obligations" shall mean (i) the full and prompt payment
when due (whether at the stated maturity, by acceleration or otherwise) of the
principal and interest on each Note issued by, and all Loans made to, the
Borrower under this Agreement and all reimbursement obligations and Unpaid
Drawings with respect to Letters of Credit, together with all the other
obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due), indebtedness and
liabilities (including, without limitation, indemnities, fees and interest
(including any interest accruing after the commencement of any bankruptcy,
insolvency, receivership or similar proceeding at the rate provided for herein,
whether or not such interest is an allowed claim in any such proceeding)
thereon) of the Borrower to the Lenders, the Issuing Lenders, the Administrative
Agent and the Collateral Agent now existing or hereafter incurred under, arising
out of or in connection with this Agreement and each other Credit Document to
which the Borrower is a party and the due performance and compliance by the
Borrower with all the terms, conditions and agreements contained in the Credit
Agreement and in each such other Credit Document and (ii) the full and prompt
payment when due (whether at the stated maturity, by acceleration or otherwise)
of all obligations (including obligations which, but for the automatic stay
under Section 362(a) of the Bankruptcy Code, would become due), liabilities and
indebtedness (including any interest accruing after the commencement of any
bankruptcy, insolvency, receivership or similar proceeding at the rate

                                      -80-
<PAGE>
provided for herein, whether or not such interest is an allowed claim in any
such proceeding) of the Borrower owing under each Designated Interest Rate
Protection Agreement and Designated Other Hedging Agreement entered into by the
Borrower with any Lender or any affiliate thereof (even if such Lender
subsequently ceases to be a Lender under this Agreement for any reason) so long
as such Lender or affiliate participates in such Designated Interest Rate
Protection Agreement or Designated Other Hedging Agreement and their subsequent
assigns party to any such Designated Interest Rate Protection Agreement or
Designated Other Hedging Agreement, if any, whether now in existence or
hereafter arising, and the due performance and compliance with all terms,
conditions and agreements contained therein.

            "Guarantor" shall mean Holdings and each Subsidiary Guarantor.

            "Guaranty" shall mean each of the Holdings Guaranty and the
Subsidiaries Guaranty.

            "Hazardous Materials" shall mean (a) any petroleum or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, dielectric fluid containing levels
of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or
substances defined as or included in the definition of "hazardous substances,"
"hazardous waste," "hazardous materials," "extremely hazardous substances,"
"restricted hazardous waste," "toxic substances," "toxic pollutants,"
"contaminants," or "pollutants," or words of similar import, under any
applicable Environmental Law; and (c) any other chemical, material or substance,
the exposure to, or Release of which is prohibited, limited or regulated by any
governmental authority.

            "Holdings" shall have the meaning provided in the first paragraph of
this Agreement.

            "Holdings Guaranty" shall mean the guaranty of Holdings pursuant to
Section 14.

            "Indebtedness" shall mean, as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services, (ii) the maximum amount available to be drawn or paid under all
letters of credit, bankers' acceptances, bank guaranties and similar obligations
issued for the account of such Person and all unpaid drawings in respect of such
letters of credit, bankers' acceptances and similar obligations, (iii) all
Indebtedness of the types described in clause (i), (ii), (iv), (v), (vi), (vii)
or (viii) of this definition secured by any Lien on any property owned by such
Person, whether or not such Indebtedness has been assumed by such Person
(provided that, if the Person has not assumed or otherwise become liable in
respect of such Indebtedness, such Indebtedness shall be deemed to be in an
amount equal to the fair market value of the property to which such Lien relates
as determined in good faith by such Person), (iv) the aggregate amount of all
Capitalized Lease Obligations of such Person, (v) all obligations of such Person
to pay a specified purchase price for goods or services, whether or not
delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all
Contingent Obligations of such Person, (vii) all obligations under any Interest
Rate Protection Agreement, any Other Hedging Agreement or under any similar type
of agreement, and (viii) all Attributable Debt of such Person. Notwithstanding
the foregoing, Indebtedness shall not include trade payables and

                                      -81-
<PAGE>
accrued expenses incurred by any Person in accordance with customary practices
and in the ordinary course of business of such Person.

            "Initial Borrowing Date" shall mean the date occurring on or after
the Effective Date on which the initial Borrowing of Loans occurs.

            "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

            "Interest Period" shall have the meaning provided in Section 1.09.

            "Interest Rate Protection Agreement" shall mean any interest rate
swap agreement, interest rate cap agreement, interest collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.

            "Investments" shall have the meaning provided in Section 9.05.

            "Issuing Lender" shall mean each of (i) DBTCA (except as otherwise
provided in Section 12.09), (iii) CSFB with respect to the Existing Letters of
Credit and (iii) and any other Lender (which also may include CSFB) reasonably
acceptable to the Administrative Agent which agrees to issue Letters of Credit
hereunder. Any Issuing Lender may, in its discretion, arrange for one or more
Letters of Credit to be issued by one or more Affiliates of such issuing Lender.

            "L/C Supportable Obligations" shall mean (i) obligations of the
Borrower or any of its Subsidiaries with respect to workers compensation, surety
bonds and other similar statutory obligations, (ii) obligations of the Borrower
or any of its Subsidiaries under contracts entered into in the ordinary course
of business and (iii) such other obligations of the Borrower or any of its
Subsidiaries as are reasonably acceptable to the respective Issuing Lender and
otherwise permitted to exist pursuant to the terms of this Agreement (other than
obligations in respect of any Subordinated Notes).

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

            "Lender" shall mean each financial institution listed on Schedule I,
as well as any Person that becomes a "Lender" hereunder pursuant to Section 1.13
or 13.04(b).

            "Lender Default" shall mean (i) the refusal (which has not been
retracted) or the failure of a Lender to make available its portion of any
Borrowing (including any Mandatory Borrowing) or to fund its portion of any
unreimbursed payment under Section 2.04(c) or (ii) a Lender having notified in
writing the Borrower and/or the Administrative Agent that such Lender does not
intend to comply with its obligations under Section 1.01(a), 1.01(b), 1.01(d) or
2.

            "Letter of Credit" shall have the meaning provided in Section
2.01(a).

                                      -82-
<PAGE>
            "Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).

            "Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the Stated Amount of all outstanding Letters of Credit and (ii) the
aggregate amount of all Unpaid Drawings in respect of all Letters of Credit.

            "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

            "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

            "Loan" shall mean each Term Loan, each Revolving Loan and each
Swingline Loan.

            "Mandatory Borrowing" shall have the meaning provided in Section
1.01(d).

            "Margin Reduction Period" shall mean each period which shall
commence on the date upon which the respective officer's certificate is
delivered pursuant to Section 8.01(e) (together with the related financial
statements pursuant to Section 8.01(a) or (b), as the case may be) and which
shall end on the date of actual delivery of the next officer's certificate
pursuant to Section 8.01(e) (and related financial statements) or the latest
date on which such next officer's certificate (and related financial statements)
is required to be so delivered; it being understood that the first Margin
Reduction Period shall commence with the delivery of Holdings' financial
statements (and related officer's certificate) in respect of its fiscal quarter
ending closest to June 30, 2003.

            "Margin Stock" shall have the meaning provided in Regulation U.

            "Material Adverse Effect" shall mean (i) a material adverse effect
on the business, operations, property, assets, liabilities, condition (financial
or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole or
(ii) a material adverse effect (x) on the rights or remedies of the Lenders or
the Administrative Agent hereunder or under any other Credit Document or (y) on
the ability of the Credit Parties to perform their obligations to the Lenders or
Administrative Agent hereunder or under any other Credit Document.

            "Maturity Date" shall mean, with respect to any Tranche of Loans,
the Term Loan Maturity Date, the Revolving Loan Maturity Date or the Swingline
Expiry Date, as the case may be.

            "Maximum Swingline Amount" shall mean $10,000,000.

            "Minimum Borrowing Amount" shall mean (i) for Term Loans,
$5,000,000, (ii) for Revolving Loans, $1,000,000, and (iii) for Swingline Loans,
$250,000.

                                      -83-
<PAGE>
            "Minimum Credit Rating" shall mean a rating of at least BB- by S&P
or a rating of at least Ba3 by Moody's.

            "Moody's" shall mean Moody's Investors Service, Inc., or any
successor corporation thereto.

            "Mortgage" shall mean a mortgage substantially in the form of
Exhibit O, with such modifications thereto as any local counsel of the
Collateral Agent may deem necessary or appropriate.

            "Mortgage Policy" shall mean a mortgage title insurance policy or a
binding commitment with respect thereto.

            "Mortgaged Property" shall mean any Real Property owned by Holdings
or any of its Subsidiaries which is encumbered (or required to be encumbered) by
a Mortgage.

            "NAIC" shall mean the National Association of Insurance
Commissioners.

            "Net Debt Proceeds" shall mean, with respect to any incurrence or
issuance of Indebtedness for borrowed money, the cash proceeds (net of
underwriting discounts and commissions and other reasonable fees and costs of
Holdings and its Subsidiaries associated therewith) received by the respective
Person from the respective incurrence of such Indebtedness for borrowed money.

            "Net Equity Proceeds" shall mean, with respect to each issuance or
sale of any equity by any Person or any capital contribution to such Person, the
cash proceeds (net of underwriting discounts and commissions and other
reasonable fees and costs of Holdings and its Subsidiaries associated therewith)
received by such Person from the respective sale or issuance of its equity or
from the respective capital contribution.

            "Net Insurance Proceeds" shall mean, with respect to any Recovery
Event, the cash proceeds (net of (i) reasonable fees and costs and taxes of
Holdings and its Subsidiaries incurred in connection with such Recovery Event
and (ii) the amount of such insurance or condemnation proceeds required to be
used to repay any Indebtedness (other than Indebtedness secured under the
Security Documents) which is secured by the respective assets subject to such
Recovery Event) received by the respective Person in connection with such
Recovery Event.

            "Net Sale Proceeds" shall mean, for any Asset Sale, the gross cash
proceeds (including any cash received by way of deferred payment pursuant to a
promissory note, receivable or otherwise, but only as and when received)
received from such sale of assets, net of the reasonable fees and costs of
Holdings and its Subsidiaries of such sale (including fees and commissions,
payments of unassumed liabilities relating to the assets sold and required
payments of any Indebtedness (other than Indebtedness secured pursuant to the
Security Documents) which is secured by the respective assets which were sold),
and the incremental taxes paid or payable as a result of such Asset Sale.

            "Non-Defaulting Lender" and "Non-Defaulting RL Lender" shall mean
and include each Lender or RL Lender, as the case may be, other than a
Defaulting Lender.

                                      -84-
<PAGE>
            "Note" shall mean each Term Note, each Revolving Note and the
Swingline Note.

            "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

            "Notice of Conversion/Continuation" shall have the meaning provided
in Section 1.06.

            "Notice Office" shall mean (i) for credit notices, the office of the
Administrative Agent located at 31 West 52nd Street, 7th Floor, New York, New
York 10019, Attention: Alex Bici, Telephone No.: (646) 324-2199, and Telecopier
No.: (646) 324-7456, and (ii) for operational notices, the office of the
Administrative Agent located at 90 Hudson Street, 5th Floor, Jersey City, New
Jersey 07302, Attention: Ryan White, Telephone No.: (201) 593-2175, and
Telecopier No.: (201) 593-2310, or such other office or person as the
Administrative Agent may hereafter designate in writing as such to the other
parties hereto.

            "Obligations" shall mean all amounts owing to the Administrative
Agent, the Collateral Agent, any Issuing Lender, the Swingline Lender or any
Lender pursuant to the terms of this Agreement or any other Credit Document.

            "Other Hedging Agreements" shall mean any foreign exchange
contracts, currency swap agreements, commodity agreements or other similar
arrangements, or arrangements designed to protect against fluctuations in
currency values or commodity prices.

            "Participant" shall have the meaning provided in Section 2.04(a).

            "Payment Office" shall mean the office of the Administrative Agent
located at [90 Hudson Street, 5th Floor, Jersey City, New Jersey] or such other
office as the Administrative Agent may hereafter designate in writing as such to
the other parties hereto.

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

            "Permitted Acquisition" shall mean the acquisition by the Borrower
or a Wholly-Owned Subsidiary of the Borrower of an Acquired Entity or Business
(including by way of merger of such Acquired Entity or Business with and into
the Borrower (so long as the Borrower is the surviving corporation) or a
Wholly-Owned Subsidiary of the Borrower (so long as such Wholly-Owned Subsidiary
is the surviving corporation)), provided that (in each case) (A) the
consideration paid or to be paid by the Borrower or such Wholly-Owned Subsidiary
consists solely of cash (including proceeds of Revolving Loans or Swingline
Loans), the issuance or incurrence of Indebtedness otherwise permitted by
Section 9.04, the assumption/acquisition of any Indebtedness (calculated at face
value) which is permitted to remain outstanding in accordance with the
requirements of Section 9.04 and/or the issuance of common stock of Holdings or
Qualified Preferred Stock of Holdings, (B) in the case of the acquisition of
100% of the capital stock or other equity interests of any Person (including way
of merger), such Person shall own no capital stock or other equity interests of
any other Person (excluding de minimis amounts) unless either (x) such Person
and/or its Wholly-Owned Subsidiaries own 100% of the capital stock or other
equity interests of such other Person or (y) (1) such Person and/or its
Wholly-Owned Subsidiaries own at least 90% of the consolidated assets of such
Person and its

                                      -85-
<PAGE>
Subsidiaries and (2) any non-Wholly-Owned Subsidiary of such Person was
non-Wholly Owned prior to the date of such Permitted Acquisition of such Person,
(C) the Acquired Entity or Business acquired pursuant to the respective
Permitted Acquisition is in a business permitted by Section 9.12 and (D) all
applicable requirements of Sections 8.15, 9.02 and 9.13 applicable to Permitted
Acquisitions are satisfied. Notwithstanding anything to the contrary contained
in the immediately preceding sentence, an acquisition which does not otherwise
meet the requirements set forth above in the definition of "Permitted
Acquisition" shall constitute a Permitted Acquisition if, and to the extent, the
Required Lenders agree in writing, prior to the consummation thereof, that such
acquisition shall constitute a Permitted Acquisition for purposes of this
Agreement.

            "Permitted Encumbrance" shall mean, with respect to any Mortgaged
Property, such exceptions to title as are set forth in the Mortgage Policy
delivered with respect thereto, all of which exceptions must be acceptable to
the Administrative Agent in its reasonable discretion.

            "Permitted Liens" shall have the meaning provided in Section 9.01.

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

            "Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) Holdings or a Subsidiary of Holdings or an ERISA
Affiliate on or after the Initial Borrowing Date, and each such plan for the
five year period immediately following the latest date (whether before or after
the Initial Borrowing Date) on which Holdings, a Subsidiary of Holdings or an
ERISA Affiliate maintained, contributed to or had an obligation to contribute to
such plan.

            "Pledge Agreement" shall have the meaning provided in Section 5.09.

            "Pledge Agreement Collateral" shall mean all "Collateral" as defined
in the Pledge Agreement.

            "Pledgee" shall have the meaning provided in the Pledge Agreement.

            "Prime Lending Rate" shall mean the rate which the Administrative
Agent announces from time to time as its prime lending rate, the Prime Lending
Rate to change when and as such prime lending rate changes. The Prime Lending
Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer by the Administrative Agent, which may
make commercial loans or other loans at rates of interest at, above or below the
Prime Lending Rate.

            "Pro Forma Basis" shall mean, in connection with any calculation of
compliance with any financial covenant or financial term, the calculation
thereof after giving effect on a pro forma basis to (x) the incurrence of any
Indebtedness (other than revolving Indebtedness, except to the extent same is
incurred to refinance other outstanding Indebtedness or to finance a Permitted
Acquisition) after the first day of the relevant Calculation Period as if such
Indebtedness had been incurred (and the proceeds thereof applied) on the first
day of the relevant

                                      -86-
<PAGE>
Calculation Period, (y) the permanent repayment of any Indebtedness (other than
revolving Indebtedness except to the extent accompanied by a corresponding
permanent commitment reduction) after the first day of the relevant Calculation
Period as if such Indebtedness had been retired or redeemed on the first day of
the relevant Calculation Period and/or (z) the Permitted Acquisition, if any,
then being consummated as well as any other Permitted Acquisition consummated
after the first day of the relevant Calculation Period and on or prior to the
date of the respective Permitted Acquisition then being effected, as the case
may be, with the following rules to apply in connection therewith:

           (i) all Indebtedness (x) (other than revolving Indebtedness, except
      to the extent same is incurred to refinance other outstanding Indebtedness
      or to finance a Permitted Acquisition) incurred or issued after the first
      day of the relevant Calculation Period (whether incurred to finance a
      Permitted Acquisition, to refinance Indebtedness or otherwise) shall be
      deemed to have been incurred or issued (and the proceeds thereof applied)
      on the first day of the respective Calculation Period and remain
      outstanding through the date of determination and (y) (other than
      revolving Indebtedness except to the extent accompanied by a corresponding
      permanent commitment reduction) permanently retired or redeemed after the
      first day of the relevant Calculation Period shall be deemed to have been
      retired or redeemed on the first day of the respective Calculation Period
      and remain retired through the date of determination;

          (ii) all Indebtedness assumed to be outstanding pursuant to preceding
      clause (i) shall be deemed to have borne interest at (x) the rate
      applicable thereto, in the case of fixed rate indebtedness, or (y) at the
      rate which would have been applicable thereto on the last day of the
      respective Calculation Period, in the case of floating rate Indebtedness
      (although interest expense with respect to any Indebtedness for periods
      while same was actually outstanding during the respective period shall be
      calculated using the actual rates applicable thereto while same was
      actually outstanding); and

         (iii) in making any determination of Consolidated EBITDA, pro forma
      effect shall be given to any Permitted Acquisition consummated during the
      periods described above, with such Consolidated EBITDA to be determined as
      if such Permitted Acquisition was consummated on the first day of the
      relevant Calculation Period, and taking into account factually supportable
      and identifiable cost savings and expenses directly attributable to such
      Permitted Acquisition which would otherwise be accounted for as an
      adjustment pursuant to Article 11 of Regulation S-X under the Securities
      Act, as if such cost savings or expenses were realized on the first day of
      the respective period.

            "Projections" shall mean the projections that were prepared by or on
behalf of Holdings in connection with the Transaction and delivered to the
Agents and the Lenders prior to the Initial Borrowing Date.

            "Quarterly Payment Date" shall mean the last Business Day of each
June, September, December and March occurring after the Initial Borrowing Date,
commencing on June 30, 2003.

                                      -87-
<PAGE>
            "Qualified Preferred Stock" shall mean any preferred stock of
Holdings so long as the terms of any such preferred stock (v) do not contain any
mandatory put, redemption, repayment, sinking fund or other similar provision
prior to the one year anniversary of the Term Loan Maturity Date, except upon
the occurrence of a change of control (the definition of which shall be no more
restrictive than that set forth in the 10-1/2% Senior Subordinated Note
Indenture) so long as the terms thereof do not require any such redemption or
other action unless (and until) all Obligations have been paid in full and the
Total Commitment and all Letters of Credit have been terminated or the requisite
consents under this Agreement have been obtained to permit such redemption or
other action, (w) do not require the cash payment of dividends to the extent
that the payment thereof would not be permitted at such time pursuant to this
Agreement or any other agreement of Holdings or any of its Subsidiaries, (x) do
not contain any operating or financial maintenance covenants, (y) do not grant
the holders thereof any voting rights (prior to the conversion into common stock
of the Holdings, if applicable) except for (I) voting rights required to be
granted to such holders under applicable law and (II) limited customary voting
rights on fundamental matters such as mergers, consolidations, sales of all or
substantially all of the assets of Holdings, or liquidations involving Holdings,
and (z) are otherwise reasonably satisfactory to the Administrative Agent.

            "Rating Agency" shall mean each of S&P and Moody's.

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

            "Recovery Event" shall mean the receipt by Holdings or any of its
Subsidiaries of any cash insurance proceeds (other than business interruption
proceeds) or condemnation awards payable by reason of theft, loss, physical
destruction, damage, taking or any other similar event with respect to any
property or assets of Holdings or any of its Subsidiaries.

            "Refinancing" shall mean the repayment of all outstanding loans and
all other obligations (and the termination of all commitments) under the
Existing Credit Agreement and the 10-3/8% Senior Subordinated Note Indenture, as
described in Section 5.05.

            "Register" shall have the meaning provided in Section 13.15.

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

            "Regulation T" shall mean Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

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

            "Regulation X" shall mean Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

                                      -88-
<PAGE>
            "Release" shall mean actively or passively disposing, discharging,
injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping,
emptying, pouring, seeping, migrating or the like, into or upon any land or
water or air, or otherwise entering into the environment.

            "Replaced Lender" shall have the meaning provided in Section 1.13.

            "Replacement Lender" shall have the meaning provided in Section
1.13.

            "Reportable Event" shall mean an event described in Section 4043(c)
of ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
.22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

            "Required Lenders" shall mean Non-Defaulting Lenders the sum of
whose outstanding Term Loans and Revolving Loan Commitments (or after the
termination thereof, outstanding Revolving Loans and RL Percentages of (x)
outstanding Swingline Loans and (y) Letter of Credit Outstandings) represent in
excess of 50% of the sum of (i) all outstanding Term Loans of Non-Defaulting
Lenders and (ii) the Total Revolving Loan Commitment less the Revolving Loan
Commitments of all Defaulting Lenders (or after the termination thereof, the sum
of then total outstanding Revolving Loans of Non-Defaulting Lenders and the
aggregate RL Percentages of all Non-Defaulting Lenders of the total outstanding
Swingline Loans and Letter of Credit Outstandings at such time).

            "Returns" shall have the meaning provided in Section 7.09.

            "Revolving Loan" shall have the meaning provided in Section 1.01(b).

            "Revolving Loan Commitment" shall mean, for each Lender, the amount
set forth opposite such Lender's name in Schedule I directly below the column
entitled "Revolving Loan Commitment," as same may be (x) reduced from time to
time or terminated pursuant to Sections 3.02, 3.03 and/or 10, as applicable, or
(y) adjusted from time to time as a result of assignments to or from such Lender
pursuant to Section 1.13 or 13.04(b).

            "Revolving Loan Maturity Date" shall mean June 19, 2007.

            "Revolving Note" shall have the meaning provided in Section 1.05(a).

            "RL Lender" shall mean each Lender with a Revolving Loan Commitment
or with outstanding Revolving Loans.

            "RL Percentage" of any RL Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such RL Lender at such time and the denominator of which is the
Total Revolving Loan Commitment at such time, provided that if the RL Percentage
of any RL Lender is to be determined after the Total Revolving Loan Commitment
has been terminated, then the RL Percentages of such RL Lender shall be
determined immediately prior (and without giving effect) to such termination.

                                      -89-
<PAGE>
            "Sale and Leaseback Transaction" shall mean any arrangement,
directly or indirectly, whereby a seller or transferor shall sell or otherwise
transfer any real or personal property and then or thereafter lease, or
repurchase under an extended purchase contract, conditional sales or other title
retention agreement, the same or similar property.

            "S&P" shall mean Standard & Poor's Rating Services, a division
of McGraw-Hill, Inc., or any successor thereto.

            "Scheduled Repayment" shall have the meaning provided in Section
4.02(b).

            "Scheduled Repayment Date" shall have the meaning provided in
Section 4.02(b).

            "SEC" shall have the meaning provided in Section 8.01(g).

            "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b)(ii).

            "Secured Creditors" shall have the meaning assigned that term in the
respective Security Documents.

            "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

            "Security Agreement" shall have the meaning provided in Section
8.12.

            "Security Agreement Collateral" shall mean all "Collateral" as
defined in the Security Agreement.

            "Security Document" shall mean and include the Pledge Agreement and,
after the execution and delivery thereof, each of the Security Agreement and
each Mortgage.

            "Senior Leverage Ratio" shall mean, at any time, the ratio of
Consolidated Senior Indebtedness at such time to Consolidated EBITDA for the
Test Period then most recently ended.

            "Specified Default" shall mean any Default under Section 10.01,
10.04 or 10.05.

            "Stated Amount" of each Letter of Credit shall mean, at any time,
the maximum amount available to be drawn thereunder (in each case determined
without regard to whether any conditions to drawing could then be met).

            "Subordinated Note Documents" shall mean the 5% Convertible Senior
Subordinated Note Documents, the 10-1/2% Senior Subordinated Note Documents
and/or any Additional Permitted Subordinated Debt Documents, as applicable.

            "Subordinated Notes" shall mean the 5% Convertible Senior
Subordinated Notes, the 10-1/2% Senior Subordinated Notes and/or any Additional
Permitted Subordinated Debt, as applicable.

                                      -90-
<PAGE>

            "Subsidiaries Guaranty" shall have the meaning provided in Section
5.10.

            "Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or
one or more Subsidiaries of such Person has more than a 50% equity interest at
the time.

            "Subsidiary Guarantor" shall mean each Domestic Subsidiary of the
Borrower.

            "Swingline Expiry Date" shall mean that date which is five Business
Days prior to the Revolving Loan Maturity Date.

            "Swingline Lender" shall mean DBTCA for so long as DBTCA is the
Administrative Agent hereunder and thereafter shall mean the successor
Administrative Agent in its individual capacity.

            "Swingline Loan" shall have the meaning provided in Section 1.01(c).

            "Swingline Note" shall have the meaning provided in Section 1.05(a).

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

            "Syndication Date" shall mean that date upon which the Agents
determine in their sole discretion (and notify the Borrower) that the primary
syndication (and resultant addition of Persons as Lenders pursuant to Section
13.04(b)) has been completed.

            "Taxes" shall have the meaning provided in Section 4.04(a).

            "10-1/2% Senior Subordinated Note Documents" shall mean the 10-1/2%
Senior Subordinated Note Indenture, the 10-1/2% Senior Subordinated Notes and
each other document or agreement relating to the issuance of the 10-1/2% Senior
Subordinated Notes, as each of the same may be amended, modified or supplemented
from time to time in accordance with the terms hereof and thereof.

            "10-1/2% Senior Subordinated Note Indenture" shall mean the
Indenture, dated as of January 31, 2001 among the Borrower, Holdings, Fairchild
Semiconductor Corporation of California, QT Optoelectronics, Inc., QT
Optoelectronics, Kota Microcircuits, Inc. and the United States Trust Company of
New York, as trustee, as in effect on the Effective Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

            "10-1/2% Senior Subordinated Notes" shall mean the Borrower's
10-1/2% Senior Subordinated Notes due 2009 issued pursuant to the 10-1/2% Senior
Subordinated Note Indenture.

                                      -91-
<PAGE>
            "10-3/8% Senior Subordinated Note Indenture" shall mean the
Indenture, dated as of April 7, 1999 among the Borrower, Holdings, Fairchild
Semiconductor Corporation of California and the United States Trust Company of
New York, as trustee thereunder, as the same has been amended, modified or
supplemented through the Effective Date.

            "10-3/8% Senior Subordinated Notes" shall mean the Borrower's
10-3/8% Senior Subordinated Notes due 2007 issued pursuant to the 10-3/8% Senior
Subordinated Note Indenture.

            "10-3/8% Senior Subordinated Notes Trustee" shall mean United States
Trust Company of New York.

            "Term Loan" shall have the meaning provided in Section 1.01(a).

            "Term Loan Commitment" shall mean, for each Lender, the amount set
forth opposite such Lender's name in Schedule I directly below the column
entitled "Term Loan Commitment," as the same may be terminated pursuant to
Sections 3.03 and/or 10.

            "Term Loan Maturity Date" shall mean June 19, 2008.

            "Term Note" shall have the meaning provided in Section 1.05(a).

            "Test Date" shall mean, with respect to any Margin Reduction Period,
the last day of the most recent fiscal quarter of Holdings ended immediately
prior to the first day of such Margin Reduction Period.

            "Test Period" shall mean each period of four consecutive fiscal
quarters of Holdings then last ended (in each case taken as one accounting
period).

            "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Lenders at such time.

            "Total Revolving Loan Commitment" shall mean, at any time, the sum
of the Revolving Loan Commitments of each of the Lenders at such time.

            "Total Term Loan Commitment" shall mean, at any time, the sum of the
Term Loan Commitments of each of the Lenders at such time.

            "Total Unutilized Revolving Loan Commitment" shall mean, at any
time, an amount equal to the remainder of (x) the Total Revolving Loan
Commitment then in effect less (y) the sum of the aggregate principal amount of
all Revolving Loans and Swingline Loans then outstanding plus the aggregate
amount of all Letter of Credit Outstandings.

            "Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being three separate Tranches,
i.e., Term Loans, Revolving Loans and Swingline Loans.

                                      -92-
<PAGE>
            "Transaction" shall mean, collectively, (i) the occurrence of the
Refinancing, (ii) the entering into of the Credit Documents and the incurrence
of Loans on the Initial Borrowing Date and (iii) the payment of all fees and
expenses in connection with the foregoing.

            "Trigger Event" shall mean that the Applicable Credit Rating issued
by each Rating Agency is below the Minimum Credit Rating issued by such Rating
Agency or either Rating Agency shall cease to assign a rating level to the
Loans.

            "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

            "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

            "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the value of the accumulated plan benefits under the Plan
determined on a plan termination basis in accordance with actuarial assumptions
at such time consistent with those prescribed by the PBGC for purposes of
Section 4044 of ERISA, exceeds the fair market value of all plan assets
allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contribution).

            "United States" and "U.S." shall each mean the United States of
America.

            "Unpaid Drawing" shall have the meaning provided in Section 2.05(a).

            "Unutilized Revolving Loan Commitment" shall mean, with respect to
any Lender at any time, such Lender's Revolving Loan Commitment at such time
less the sum of (i) the aggregate outstanding principal amount of all Revolving
Loans made by such Lender at such time and (ii) such Lender's RL Percentage of
the Letter of Credit Outstandings at such time.

            "Wholly-Owned Domestic Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is also a Domestic Subsidiary of
such Person.

            "Wholly-Owned Foreign Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is also a Foreign Subsidiary of
such Person.

            "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any
partnership, association, joint venture or other entity in which such Person
and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity
interest at such time (other than, in the case of a Foreign Subsidiary of the
Borrower, directors' qualifying shares and nominal amounts of shares owned by
local nationals, in each case to the extent required by local law).

            SECTION 12. The Administrative Agent.

            12.01 Appointment. The Lenders hereby irrevocably designate and
appoint DBTCA as Administrative Agent (for purposes of this Section 12 and
Section 13.01, the term

                                      -93-
<PAGE>
"Administrative Agent" also shall include DBTCA in its capacity as Collateral
Agent pursuant to the Security Documents) to act as specified herein and in the
other Credit Documents. Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of such Note shall be deemed irrevocably to
authorize, the Administrative Agent to take such action on its behalf under the
provisions of this Agreement, the other Credit Documents and any other
instruments and agreements referred to herein or therein and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Administrative Agent by the terms hereof and
thereof and such other powers as are reasonably incidental thereto. The
Administrative Agent may perform any of its respective duties hereunder by or
through its officers, directors, agents, employees or affiliates.

            12.02 Nature of Duties. The Administrative Agent shall not have any
duties or responsibilities except those expressly set forth in this Agreement
and in the other Credit Documents. Neither the Administrative Agent nor any of
its officers, directors, agents, employees or affiliates shall be liable for any
action taken or omitted by it or them hereunder or under any other Credit
Document or in connection herewith or therewith, unless caused by its or their
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision). The duties of the
Administrative Agent shall be mechanical and administrative in nature; the
Administrative Agent shall not have by reason of this Agreement or any other
Credit Document a fiduciary relationship in respect of any Lender or the holder
of any Note; and nothing in this Agreement or in any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement or any
other Credit Document except as expressly set forth herein or therein.

            12.03 Lack of Reliance on the Administrative Agent. Independently
and without reliance upon the Administrative Agent, each Lender and the holder
of each Note, to the extent it deems appropriate, has made and shall continue to
make (i) its own independent investigation of the financial condition and
affairs of Holdings and its Subsidiaries in connection with the making and the
continuance of the Loans and the taking or not taking of any action in
connection herewith and (ii) its own appraisal of the creditworthiness of
Holdings and its Subsidiaries and, except as expressly provided in this
Agreement, the Administrative Agent shall not have any duty or responsibility,
either initially or on a continuing basis, to provide any Lender or the holder
of any Note with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or
times thereafter. The Administrative Agent shall not be responsible to any
Lender or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectibility, priority or
sufficiency of this Agreement or any other Credit Document or the financial
condition of Holdings or any of its Subsidiaries or be required to make any
inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement or any other Credit Document, or the
financial condition of Holdings or any of its Subsidiaries or the existence or
possible existence of any Default or Event of Default.

            12.04 Certain Rights of the Administrative Agent. If the
Administrative Agent requests instructions from the Required Lenders with
respect to any act or action (including

                                      -94-
<PAGE>
failure to act) in connection with this Agreement or any other Credit Document,
the Administrative Agent shall be entitled to refrain from such act or taking
such action unless and until the Administrative Agent shall have received
instructions from the Required Lenders; and the Administrative Agent shall not
incur liability to any Lender by reason of so refraining. Without limiting the
foregoing, neither any Lender nor the holder of any Note shall have any right of
action whatsoever against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting hereunder or under any
other Credit Document in accordance with the instructions of the Required
Lenders.

            12.05 Reliance. The Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message,
cablegram, radiogram, order or other document or telephone message signed, sent
or made by any Person that the Administrative Agent believed to be the proper
Person, and, with respect to all legal matters pertaining to this Agreement and
any other Credit Document and its duties hereunder and thereunder, upon advice
of counsel selected by the Administrative Agent.

            12.06 Indemnification. To the extent the Administrative Agent (or
any affiliate thereof) is not reimbursed and indemnified by the Borrower, the
Lenders will reimburse and indemnify the Administrative Agent (and any affiliate
thereof) in proportion to their respective "percentage" as used in determining
the Required Lenders (determined as if there were no Defaulting Lenders) for and
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind
or nature which may be imposed on, asserted against or incurred by the
Administrative Agent (or any affiliate thereof) in performing its duties
hereunder or under any other Credit Document or in any way relating to or
arising out of this Agreement or any other Credit Document; provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent's (or such affiliate's)
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

            12.07 The Administrative Agent in its Individual Capacity. With
respect to its obligation to make Loans, or issue or participate in Letters of
Credit, under this Agreement, the Administrative Agent shall have the rights and
powers specified herein for a "Lender" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Lender," "Required Lenders," "Supermajority Lenders," "holders of Notes"
or any similar terms shall, unless the context clearly indicates otherwise,
include the Administrative Agent in its respective individual capacities. The
Administrative Agent and its affiliates may accept deposits from, lend money to,
and generally engage in any kind of banking, investment banking, trust or other
business with, or provide debt financing, equity capital or other services
(including financial advisory services) to any Credit Party or any Affiliate of
any Credit Party (or any Person engaged in a similar business with any Credit
Party or any Affiliate thereof) as if they were not performing the duties
specified herein, and may accept fees and other consideration from any Credit
Party or any Affiliate of any Credit Party for services in connection with this
Agreement and otherwise without having to account for the same to the Lenders.

                                      -95-
<PAGE>
            12.08 Holders. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or endorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

            12.09 Resignation by the Administrative Agent. (a) The
Administrative Agent may resign from the performance of all its respective
functions and duties hereunder and/or under the other Credit Documents at any
time by giving 15 Business Days' prior written notice to the Lenders and, unless
a Default or an Event of Default under Section 10.05 then exists, the Borrower.
Any such resignation by an Administrative Agent hereunder shall also constitute
its resignation as an Issuing Lender and the Swingline Lender, in which case the
resigning Administrative Agent (x) shall not be required to issue any further
Letters of Credit or make any additional Swingline Loans hereunder and (y) shall
maintain all of its rights as Issuing Lender or Swingline Lender, as the case
may be, with respect to any Letters of Credit issued by it, or Swingline Loans
made by it, prior to the date of such resignation. Such resignation shall take
effect upon the appointment of a successor Administrative Agent pursuant to
clauses (b) and (c) below or as otherwise provided below.

            (b) Upon any such notice of resignation by the Administrative Agent,
the Required Lenders shall appoint a successor Administrative Agent hereunder or
thereunder who shall be a commercial bank or trust company reasonably acceptable
to the Borrower, which acceptance shall not be unreasonably withheld or delayed
(provided that the Borrower's approval shall not be required if an Event of
Default then exists).

            (c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed, provided that the Borrower's consent shall not be required if an Event
of Default then exists), shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent hereunder or thereunder until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as
provided above.

            (d) If no successor Administrative Agent has been appointed pursuant
to clause (b) or (c) above by the 20th Business Day after the date such notice
of resignation was given by the Administrative Agent, the Administrative Agent's
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above.

            (e) Upon a resignation of the Administrative Agent pursuant to this
Section 12.09, the Administrative Agent shall remain indemnified to the extent
provided in this Agreement and the other Credit Documents and the provisions of
this Section 12 shall continue in effect for the benefit of the Administrative
Agent for all of its actions and inactions while serving as the Administrative
Agent.

                                      -96-
<PAGE>
            SECTION 13. Miscellaneous.

            13.01 Payment of Expenses, etc. The Borrower hereby agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Agents and their respective
affiliates (including, without limitation, the reasonable fees and disbursements
of White & Case LLP and the Agents' other counsel and consultants) in connection
with the preparation, execution and delivery of this Agreement and the other
Credit Documents and the documents and instruments referred to herein and
therein (although for the period ending on the Initial Borrowing Date, (x) the
only legal fees and expenses of the Agents that will be reimbursed will be those
of White & Case LLP and (y) no consultant expenses (if any) of the Agents will
be reimbursed) and any amendment, waiver or consent relating hereto or thereto,
of the Agents in connection with theirs syndication efforts with respect to this
Agreement and of the Agents and, after the occurrence of an Event of Default,
each of the Issuing Lenders and Lenders in connection with the enforcement of
this Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein or in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings
(including, in each case without limitation, the reasonable fees and
disbursements of counsel and consultants for each of the Agents and, after the
occurrence of an Event of Default, counsel for each of the Issuing Lenders and
Lenders); (ii) pay and hold each Agent, each of the Issuing Lenders and each of
the Lenders harmless from and against any and all present and future stamp,
excise and other similar documentary taxes with respect to the foregoing matters
and save each Agent, each of the Issuing Lenders and each of the Lenders
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to such Agent,
such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify each
Agent, each Issuing Lender and each Lender, and each of their respective
officers, directors, employees, representatives, agents, affiliates, trustees
and investment advisors from and hold each of them harmless against any and all
liabilities, obligations (including removal or remedial actions), losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses and
disbursements (including reasonable attorneys' and consultants' fees and
disbursements) incurred by, imposed on or assessed against any of them as a
result of, or arising out of, or in any way related to, or by reason of, (a) any
investigation, litigation or other proceeding (whether or not any Agent, any
Issuing Lender or any Lender is a party thereto and whether or not such
investigation, litigation or other proceeding is brought by or on behalf of any
Credit Party) related to the entering into and/or performance of this Agreement
or any other Credit Document or the use of any Letter of Credit or the proceeds
of any Loans hereunder or the consummation of the Transaction or any other
transactions contemplated herein or in any other Credit Document or the exercise
of any of their rights or remedies provided herein or in the other Credit
Documents, or (b) the actual or alleged presence of Hazardous Materials in the
air, surface water or groundwater or on the surface or subsurface of any Real
Property at any time owned, leased or operated by Holdings or any of its
Subsidiaries, the generation, storage, transportation, handling or disposal of
Hazardous Materials by Holdings or any of its Subsidiaries at any location,
whether or not owned, leased or operated by Holdings or any of its Subsidiaries,
the non-compliance by Holdings or any of its Subsidiaries with any Environmental
Law (including applicable permits thereunder) applicable to any Real Property,
or any Environmental Claim asserted against Holdings, any of its Subsidiaries or
any Real Property at any time owned, leased or operated by Holdings or any of
its Subsidiaries,

                                      -97-
<PAGE>
including, in each case, without limitation, the reasonable fees and
disbursements of counsel and other consultants incurred in connection with any
such investigation, litigation or other proceeding (but excluding any losses,
liabilities, claims, damages or expenses to the extent incurred by reason of the
gross negligence or willful misconduct of the Person to be indemnified (as
determined by a court of competent jurisdiction in a final and non-appealable
decision)). To the extent that the undertaking to indemnify, pay or hold
harmless any Agent, any Issuing Lender or any Lender set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, the Borrower shall make the maximum contribution to the payment and
satisfaction of each of the indemnified liabilities which is permissible under
applicable law.

            13.02 Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, the Administrative Agent, each Issuing Lender and each Lender is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to any Credit Party or to any other Person,
any such notice being hereby expressly waived, to set off and to appropriate and
apply any and all deposits (general or special) and any other Indebtedness at
any time held or owing by the Administrative Agent, such Issuing Lender or such
Lender (including, without limitation, by branches and agencies of the
Administrative Agent, such Issuing Lender or such Lender wherever located) to or
for the credit or the account of Holdings or any of its Subsidiaries against and
on account of the Obligations and liabilities of the Credit Parties to the
Administrative Agent, such Issuing Lender or such Lender under this Agreement or
under any of the other Credit Documents, including, without limitation, all
interests in Obligations purchased by such Lender pursuant to Section 13.06(b),
and all other claims of any nature or description arising out of or connected
with this Agreement or any other Credit Document, irrespective of whether or not
the Administrative Agent, such Issuing Lender or such Lender shall have made any
demand hereunder and although said Obligations, liabilities or claims, or any of
them, shall be contingent or unmatured.

            13.03 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to any Credit Party,
at the address specified opposite its signature below or in the other relevant
Credit Documents; if to any Lender, at its address specified on Schedule III;
and if to the Administrative Agent, at the Notice Office; or, as to any Credit
Party or the Administrative Agent, at such other address as shall be designated
by such party in a written notice to the other parties hereto and, as to each
Lender, at such other address as shall be designated by such Lender in a written
notice to the Borrower and the Administrative Agent. All such notices and
communications shall, when mailed, telegraphed, telexed, telecopied, or cabled
or sent by overnight courier, be effective when deposited in the mails,
delivered to the telegraph company, cable company or overnight courier, as the
case may be, or sent by telex or telecopier, except that notices and
communications to the Administrative Agent and the Borrower shall not be
effective until received by the Administrative Agent or the Borrower, as the
case may be.

            13.04 Benefit of Agreement; Assignments; Participations. (a) This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto; provided,
however, neither Holdings nor the Borrower may

                                      -98-
<PAGE>
assign or transfer any of its rights, obligations or interest hereunder without
the prior written consent of the Lenders and, provided further, that, although
any Lender may transfer, assign or grant participations in its rights hereunder,
such Lender shall remain a "Lender" for all purposes hereunder (and may not
transfer or assign all or any portion of its Commitments hereunder except as
provided in Sections 1.13 and 13.04(b)) and the transferee, assignee or
participant, as the case may be, shall not constitute a "Lender" hereunder and,
provided further, that no Lender shall transfer or grant any participation under
which the participant shall have rights to approve any amendment to or waiver of
this Agreement or any other Credit Document except to the extent such amendment
or waiver would (i) extend the final scheduled maturity of any Loan, Note or
Letter of Credit (unless such Letter of Credit is not extended beyond the
Revolving Loan Maturity Date) in which such participant is participating, or
reduce the rate or extend the time of payment of interest or Fees thereon
(except in connection with a waiver of applicability of any post-default
increase in interest rates) or reduce the principal amount thereof (it being
understood that any amendment or modification to the financial definitions in
this Agreement or to Section 13.07(a) shall not constitute a reduction in the
rate of interest or Fees payable hereunder), or increase the amount of the
participant's participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Commitment shall not constitute a change in the terms of
such participation, and that an increase in any Commitment (or the available
portion thereof) or Loan shall be permitted without the consent of any
participant if the participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by Holdings or the Borrower
of any of its rights and obligations under this Agreement or (iii) release all
or substantially all of the Collateral under all of the Security Documents
(except as expressly provided in the Credit Documents) supporting the Loans or
Letters of Credit hereunder in which such participant is participating. In the
case of any such participation, the participant shall not have any rights under
this Agreement or any of the other Credit Documents (the participant's rights
against such Lender in respect of such participation to be those set forth in
the agreement executed by such Lender in favor of the participant relating
thereto) and all amounts payable by the Borrower hereunder shall be determined
as if such Lender had not sold such participation.

            (b) Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Commitments and related outstanding Obligations (or, if the Commitments with
respect to the relevant Tranche have terminated, outstanding Obligations)
hereunder to (i)(A) its parent company and/or any affiliate of such Lender which
is at least 50% owned by such Lender or its parent company or (B) to one or more
other Lenders or any affiliate of any such other Lender which is at least 50%
owned by such other Lender or its parent company (provided that any fund that
invests in loans and is managed or advised by the same investment advisor of
another fund which is a Lender (or by an Affiliate of such investment advisor)
shall be treated as an affiliate of such other Lender for the purposes of this
sub-clause (x)(i)(B)), or (ii) in the case of any Lender that is a fund that
invests in loans, any other fund that invests in loans and is managed or advised
by the same investment advisor of any Lender or by an Affiliate of such
investment advisor or (y) assign all, or if less than all, a portion equal to at
least (I) $1,000,000 in the case of outstanding Term Loans and (II) $5,000,000
in the case of Revolving Loan Commitments, in each case in the aggregate for the
assigning Lender or assigning Lenders, of such Commitments and related
outstanding Obligations (or, if the Commitments with respect to the relevant
Tranche have terminated, outstanding Obligations) hereunder to one or more
Eligible Transferees (treating any fund that

                                      -99-
<PAGE>
invests in loans and any other fund that invests in loans and is managed or
advised by the same investment advisor of such fund or by an Affiliate of such
investment advisor as a single Eligible Transferee), each of which assignees
shall become a party to this Agreement as a Lender by execution of an Assignment
and Assumption Agreement, provided that (i) at such time, Schedule I shall be
deemed modified to reflect the Commitments and/or outstanding Loans, as the case
may be, of such new Lender and of the existing Lenders, (ii) upon the surrender
of the relevant Notes by the assigning Lender (or, upon such assigning Lender's
indemnifying the Borrower for any lost Note pursuant to a customary
indemnification agreement) new Notes will be issued, at the Borrower's expense,
to such new Lender and to the assigning Lender upon the request of such new
Lender or assigning Lender, such new Notes to be in conformity with the
requirements of Section 1.05 (with appropriate modifications) to the extent
needed to reflect the revised Commitments and/or outstanding Loans, as the case
may be, (iii) the consent of the Administrative Agent and, so long as no Default
under Section 10.01 or 10.05 or any Event of Default then exists, the consent of
the Borrower in each case shall be required in connection with any such
assignment pursuant to clause (y) above (each of which consents shall not be
unreasonably withheld or delayed, provided, however, that for the first 30 days
following the Initial Borrowing Date, assignments by DBTCA shall not require the
consent of the Borrower), (iv) the Administrative Agent shall receive at the
time of each such assignment, from the assigning or assignee Lender, the payment
of a non-refundable assignment fee of $3,500 and (v) no such transfer or
assignment will be effective until recorded by the Administrative Agent on the
Register pursuant to Section 13.15. To the extent of any assignment pursuant to
this Section 13.04(b), the assigning Lender shall be relieved of its obligations
hereunder with respect to its assigned Commitments and outstanding Loans. At the
time of each assignment pursuant to this Section 13.04(b) to a Person which is
not already a Lender hereunder and which is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for Federal income tax
purposes, the respective assignee Lender shall, to the extent legally entitled
to do so, provide to the Borrower the appropriate Internal Revenue Service Forms
(and, if applicable, a Section 4.04(b)(ii) Certificate) described in Section
4.04(b). To the extent that an assignment of all or any portion of a Lender's
Commitments and related outstanding Obligations pursuant to Section 1.13 or this
Section 13.04(b) would, at the time of such assignment, result in increased
costs under Section 1.10, 2.06 or 4.04 from those being charged by the
respective assigning Lender prior to such assignment, then the Borrower shall
not be obligated to pay such increased costs (although the Borrower, in
accordance with and pursuant to the other provisions of this Agreement, shall be
obligated to pay any other increased costs of the type described above resulting
from changes after the date of the respective assignment).

            (c) Nothing in this Agreement shall prevent or prohibit any Lender
from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support
of borrowings made by such Lender from such Federal Reserve Bank and, with prior
notification to the Administrative Agent (but without the consent of the
Administrative Agent or the Borrower), any Lender which is a fund may pledge all
or any portion of its Loans and Notes to its trustee or to a collateral agent
providing credit or credit support to such Lender in support of its obligations
to such trustee, such collateral agent or a holder of such obligations, as the
case may be. No pledge pursuant to this clause (c) shall release the transferor
Lender from any of its obligations hereunder.

                                     -100-
<PAGE>
      13.05 No Waiver; Remedies Cumulative. No failure or delay on the part of
the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender
in exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Borrower or any other Credit Party
and the Administrative Agent, the Collateral Agent, any Issuing Lender or any
Lender shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or under any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Credit Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender
would otherwise have. No notice to or demand on any Credit Party in any case
shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender to
any other or further action in any circumstances without notice or demand.

      13.06 Payments Pro Rata. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, the Administrative Agent shall distribute such payment to the Lenders
entitled thereto (other than any Lender that has consented in writing to waive
its pro rata share of any such payment) pro rata based upon their respective
shares, if any, of the Obligations with respect to which such payment was
received.

      (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees,
of a sum which with respect to the related sum or sums received by other Lenders
is in a greater proportion than the total of such Obligation then owed and due
to such Lender bears to the total of such Obligation then owed and due to all of
the Lenders immediately prior to such receipt, then such Lender receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Lenders an interest in the Obligations of the respective Credit Party to
such Lenders in such amount as shall result in a proportional participation by
all the Lenders in such amount; provided that if all or any portion of such
excess amount is thereafter recovered from such Lenders, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

      (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

      13.07 Calculations; Computations. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by Holdings to the


                                     -101-
<PAGE>
Lenders); provided that, (i) except as otherwise specifically provided herein
(including with respect to certain adjustments to the financial definitions
provided for herein), all computations of the Applicable Margin, and all
computations and all definitions (including accounting terms) used in
determining compliance with Sections 8.16 and 9.07 through 9.09, inclusive,
shall utilize generally accepted accounting principles and policies in
conformity with those used to prepare the audited historical financial
statements of Holdings referred to in Section 7.05(a) and (ii) to the extent
expressly provided herein, certain calculations shall be made on a Pro Forma
Basis.

      (a) All computations of interest, Commitment Commission and other Fees
hereunder shall be made on the basis of a year of 360 days for the actual number
of days (including the first day but excluding the last day; except that in the
case of Letter of Credit Fees and Facing Fees, the last day shall be included)
occurring in the period for which such interest, Commitment Commission or Fees
are payable.

      13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE
PROVIDED IN THE MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK,
IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, EACH OF HOLDINGS AND
THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. EACH OF HOLDINGS AND THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY
CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER HOLDINGS OR THE
BORROWER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE
AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER HOLDINGS
OR THE BORROWER. EACH OF HOLDINGS AND THE BORROWER FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO HOLDINGS OR THE BORROWER AT ITS ADDRESS SET FORTH
OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING. EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER
ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR
INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT,
ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO


                                     -102-
<PAGE>
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST HOLDINGS OR THE BORROWER
IN ANY OTHER JURISDICTION.

      (b) EACH OF HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF
THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

      (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

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

      13.10 Effectiveness. This Agreement shall become effective on the date
(the "Effective Date") on which Holdings, the Borrower, each Agent and each of
the Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same to the Administrative
Agent at the Notice Office or, in the case of the Lenders, shall have given to
the Administrative Agent telephonic (confirmed in writing), written or telex
notice (actually received) at such office that the same has been signed and
mailed to it. The Administrative Agent will give Holdings, the Borrower and each
Lender prompt written notice of the occurrence of the Effective Date.

      13.11 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

      13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any other
Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party hereto or thereto and
the Required Lenders (although additional parties may be added to (and annexes
may be modified to reflect such additions), and Subsidiaries of the Borrower may
be released from, the Subsidiaries Guaranty and the Security Documents in
accordance with the provisions hereof and thereof without the consent of the
other Credit Parties party thereto or the Required Lenders), provided that no
such change, waiver, discharge or termination shall, without the consent of each
Lender (other than a Defaulting


                                     -103-
<PAGE>
Lender) (with Obligations being directly affected in the case of following
clause (i)), (i) extend the final scheduled maturity of any Loan or Note or
extend the stated expiration date of any Letter of Credit beyond the Revolving
Loan Maturity Date, or reduce the rate or extend the time of payment of interest
or Fees thereon (except in connection with the waiver of applicability of any
post-default increase in interest rates), or reduce the principal amount thereof
(it being understood that any amendment or modification to the financial
definitions in this Agreement or to Section 13.07(a) shall not constitute a
reduction in the rate of interest or Fees for the purposes of this clause (i)),
or amend Section 1.09 to permit the Borrower to select Interest Periods for any
Tranche of Loans in excess of six months at any time when such longer Interest
Periods are not available to all Lenders of the applicable Tranche, (ii) after
the actual granting of Liens pursuant to the applicable Security Document,
release all or substantially all of the Collateral (except as expressly provided
in the Credit Documents) under all the Security Documents theretofore executed
and delivered, (iii) amend, modify or waive any provision of this Section 13.12
(except for technical amendments with respect to additional extensions of credit
pursuant to this Agreement which afford the protections to such additional
extensions of credit of the type provided to the Term Loans and the Revolving
Loan Commitments on the Effective Date), (iv) reduce the percentage specified in
the definition of Required Lenders (it being understood that, with the consent
of the Required Lenders, additional extensions of credit pursuant to this
Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the extensions of Term Loans and Revolving Loan
Commitments are included on the Effective Date), (v) release Holdings from its
obligations under the Holdings Guaranty or (vi) consent to the assignment or
transfer by Holdings or the Borrower of any of its rights and obligations under
this Agreement; provided further, that no such change, waiver, discharge or
termination shall (1) increase the Commitments of any Lender over the amount
thereof then in effect without the consent of such Lender (it being understood
that waivers or modifications of conditions precedent, covenants, Defaults or
Events of Default or of a mandatory reduction in the Total Commitment shall not
constitute an increase of the Commitment of any Lender, and that an increase in
the available portion of any Commitment of any Lender shall not constitute an
increase of the Commitment of such Lender), (2) without the consent of each
Issuing Lender, amend, modify or waive any provision of Section 2 or alter its
rights or obligations with respect to Letters of Credit, (3) without the consent
of the Swingline Lender, alter the Swingline Lender's rights or obligations with
respect to Swingline Loans, (4) without the consent of the Administrative Agent,
amend, modify or waive any provision of Section 12 or any other provision as
same relates to the rights or obligations of the Administrative Agent, or (5)
without the consent of Collateral Agent, amend, modify or waive any provision
relating to the rights or obligations of the Collateral Agent.

      (b) If, in connection with any proposed change, waiver, discharge or
termination of any of the provisions of this Agreement as contemplated by
clauses (i) through (vi), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then the
Borrower shall have the right, so long as all non-consenting Lenders whose
individual consent is required are treated as described in either clauses (A) or
(B) below, to either (A) replace each such non-consenting Lender or Lenders with
one or more Replacement Lenders pursuant to Section 1.13 so long as at the time
of such replacement, each such Replacement Lender consents to the proposed
change, waiver, discharge or termination or (B) terminate such non-consenting
Lender's Commitments and/or repay each Tranche of outstanding Loans of such


                                     -104-
<PAGE>
Lender in accordance with Sections 3.02(b) and/or 4.01(b), provided that, unless
the Commitments that are terminated, and Loans repaid, pursuant to preceding
clause (B) are immediately replaced in full at such time through the addition of
new Lenders or the increase of the Commitments and/or outstanding Loans of
existing Lenders (who in each case must specifically consent thereto), then in
the case of any action pursuant to preceding clause (B) the Required Lenders
(determined after giving effect to the proposed action) shall specifically
consent thereto, provided further, that in any event the Borrower shall not have
the right to replace a Lender, terminate its Commitments or repay its Loans
solely as a result of the exercise of such Lender's rights (and the withholding
of any required consent by such Lender) pursuant to the second proviso to
Section 13.12(a).

      13.13 Survival. All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall survive
the execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Obligations.

      13.14 Domicile of Loans. Each Lender may transfer and carry its Loans at,
to or for the account of any office, Subsidiary or Affiliate of such Lender.
Notwithstanding anything to the contrary contained herein, to the extent that a
transfer of Loans pursuant to this Section 13.14 would, at the time of such
transfer, result in increased costs under Section 1.10, 1.11, 2.06 or 4.04 from
those being charged by the respective Lender prior to such transfer, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).

      13.15 Register. The Borrower hereby designates the Administrative Agent to
serve as its agent, solely for purposes of this Section 13.15, to maintain a
register (the "Register") on which it will record the Commitments from time to
time of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation, shall
not affect the Borrower's obligations in respect of such Loans. With respect to
any Lender, the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Loan made pursuant to such Commitments shall
not be effective until such transfer is recorded on the Register maintained by
the Administrative Agent with respect to ownership of such Commitments and Loans
and prior to such recordation all amounts owing to the transferor with respect
to such Commitments and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitments and
Loans shall be recorded by the Administrative Agent on the Register only upon
the acceptance by the Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to Section 13.04(b). Coincident
with the delivery of such an Assignment and Assumption Agreement to the
Administrative Agent for acceptance and registration of assignment or transfer
of all or part of a Loan, or as soon thereafter as practicable, the assigning or
transferor Lender shall surrender the Note (if any) evidencing such Loan, and
thereupon one or more new Notes in the same aggregate principal amount shall be
issued to the assigning or transferor Lender and/or the new Lender at the
request of any such Lender. The Borrower agrees to indemnify the Administrative
Agent from and against any and all losses, claims, damages and liabilities of
whatsoever nature which may be imposed on, asserted against or incurred by the
Administrative Agent in performing its duties under this Section 13.15 (except
to the extent


                                     -105-
<PAGE>
caused by the gross negligence or willful misconduct of the Administrative Agent
(as determined by a court of competent jurisdiction in a final and
non-appealable judgment)).

      13.16 Confidentiality. (a) Subject to the provisions of clause (b) of this
Section 13.16, each Lender agrees that it will use its reasonable efforts not to
disclose without the prior consent of Holdings (other than to its employees,
auditors, creditors, advisors or counsel or to another Lender if such Lender or
such Lender's holding or parent company in its sole discretion determines that
any such party should have access to such information, provided such Persons
shall be subject to the provisions of this Section 13.16 to the same extent as
such Lender) any information with respect to Holdings or any of its Subsidiaries
which is now or in the future furnished pursuant to this Agreement or any other
Credit Document, provided that any Lender may disclose any such information (i)
as has become generally available to the public other than by virtue of a breach
of this Section 13.16(a) by the respective Lender, (ii) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or Federal regulatory body having or claiming to have jurisdiction over
such Lender or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (iii) as may be required or appropriate in respect to any
summons or subpoena or in connection with any litigation, (iv) to the extent
necessary to comply with any law, order, regulation or ruling applicable to such
Lender, (v) to the Administrative Agent or the Collateral Agent, (vi) to any
direct or indirect contractual counterparty in any swap, hedge or similar
agreement (or to any such contractual counterparty's professional advisor), so
long as such contractual counterparty (or such professional advisor) agrees to
be bound by the provisions of this Section 13.16, and (vii) to any prospective
or actual transferee or participant in connection with any contemplated transfer
or participation of any of the Notes or Commitments or any interest therein by
such Lender, provided that such prospective transferee agrees to be bound by the
confidentiality provisions contained in this Section 13.16.

      (b) Each of Holdings and the Borrower hereby acknowledges and agrees that
each Agent and Lender may, in connection with such Agent's or Lender's
participation in this Agreement and the other Credit Documents, share with any
of its affiliates, and such affiliates may share with such Lender, any
information related to Holdings or any of its Subsidiaries (including, without
limitation, any non-public customer information regarding the creditworthiness
of Holdings and its Subsidiaries), provided such Persons shall be subject to the
provisions of this Section 13.16 to the same extent as such Lender.

      (c) Neither any Agent, any Lender, any of their respective affiliates nor
any Credit Party provide accounting, tax or legal advice. Notwithstanding
anything provided herein, and any express or implied claims of exclusivity or
proprietary rights, each party hereto hereby agrees and acknowledges that each
such party (and each of their employees, representatives or other agents) are
authorized to disclose to any and all Persons, beginning immediately upon
commencement of their discussions and without limitation of any kind, the tax
treatment and tax structure of the Transaction, and all materials of any kind
(including opinions or other tax analyses) that are provided by any such party
to any other party relating to such tax treatment and tax structure, except to
the extent that such disclosure is subject to restrictions reasonably necessary
to comply with securities laws. In this regard, each party hereto acknowledges
and agrees that disclosure of the tax treatment and tax structure of the
Transaction has not been and is not limited in any manner by an express or
implied understanding or agreement (whether oral or


                                     -106-
<PAGE>
written, and whether or not such understanding or agreement is legally binding),
except to the extent that such disclosure is subject to restrictions reasonably
necessary to comply with securities laws. For purposes of this authorization,
"tax treatment" means the purported or claimed U.S. federal income tax treatment
of the Transaction, and "tax structure" means any fact that may be relevant to
understanding the purported or claimed U.S. federal income tax treatment of the
Transaction. This paragraph is intended to reflect the understanding of the
parties hereto that the Transaction has not been offered under "conditions of
confidentiality" as that phrase is used in Treasury Regulation Sections
1.6011-4(b)(3(i) and 301.6111-2(c)(i), and shall be interpreted in a manner
consistent therewith. Each party hereto confirms that it has not made or
provided to, nor for the benefit of, any other party hereto any oral or written
statement as to any potential U.S. federal tax consequences that are related to,
or may result from, the Transaction.

      13.17 Power of Attorney. Holdings and the Borrower hereby irrevocably
appoint the Administrative Agent as the attorney-in-fact for Holdings or the
Borrower, with full authority to take actions under this Agreement in the place
and stead of either Holdings or the Borrower after the occurrence and during the
continuance of an Event of Default. As attorney-in-fact for Holdings and the
Borrower, the Administrative Agent may exercise its discretion to take any
action or to execute any instrument (including, without limitation, the Security
Agreement, the Pledge Agreement and any Mortgage) which the Administrative Agent
may deem necessary or advisable to accomplish the purposes of this Agreement.

      SECTION 14. Holdings Guaranty.

      14.01 Guaranty. In order to induce the Agents, the Collateral Agent, the
Issuing Lenders and the Lenders to enter into this Agreement and to extend
credit hereunder, and to induce the other Guaranteed Creditors to enter into
Designated Interest Rate Protection Agreements and Designated Other Hedging
Agreements and in recognition of the direct benefits to be received by Holdings
from the proceeds of the Loans, the issuance of the Letters of Credit and the
entering into of such Designated Interest Rate Protection Agreements and
Designated Other Hedging Agreements, Holdings hereby agrees with the Guaranteed
Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees
as primary obligor and not merely as surety the full and prompt payment when
due, whether upon maturity, acceleration or otherwise, of any and all of the
Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or
all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors
becomes due and payable hereunder, Holdings, unconditionally and irrevocably,
promises to pay such indebtedness to the Administrative Agent and/or the other
Guaranteed Creditors, or order, on demand, together with any and all expenses
which may be incurred by the Administrative Agent and the other Guaranteed
Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a
guaranty of payment and not of collection. This Guaranty is a continuing one and
all liabilities to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon. If claim is ever
made upon any Guaranteed Creditor for repayment or recovery of any amount or
amounts received in payment or on account of any of the Guaranteed Obligations
and any of the aforesaid payees repays all or part of said amount by reason of
(i) any judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including the Borrower), then and in such event Holdings agrees that any such
judgment, decree, order, settle-


                                     -107-
<PAGE>
ment or compromise shall be binding upon Holdings, notwithstanding any
revocation of this Guaranty or other instrument evidencing any liability of the
Borrower, and Holdings shall be and remain liable to the aforesaid payees
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by any such payee.

      14.02 Bankruptcy. Additionally, Holdings unconditionally and irrevocably
guarantees the payment of any and all of the Guaranteed Obligations of the
Borrower to the Guaranteed Creditors whether or not due or payable by the
Borrower upon the occurrence of any of the events specified in Section 10.05,
and irrevocably and unconditionally promises to pay such indebtedness to the
Guaranteed Creditors, or order, on demand, in lawful money of the United States.

      14.03 Nature of Liability. The liability of Holdings hereunder is primary,
absolute and unconditional, exclusive and independent of any security for or
other guaranty of the Guaranteed Obligations of the Borrower, whether executed
by any other guarantor or by any other party, and the liability of Holdings
hereunder shall not be affected or impaired by (a) any direction as to
application of payment by the Borrower or by any other party, or (b) any other
continuing or other guaranty, undertaking or maximum liability of a guarantor or
of any other party as to the Guaranteed Obligations of the Borrower, or (c) any
payment on or in reduction of any such other guaranty or undertaking (other than
payment in cash of the Guaranteed Obligations), or (d) any dissolution,
termination or increase, decrease or change in personnel by the Borrower, or (e)
any payment made to any Guaranteed Creditor on the Guaranteed Obligations which
any such Guaranteed Creditor repays to the Borrower pursuant to court order in
any bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and Holdings waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding, or (f) any action or
inaction by the Guaranteed Creditors as contemplated in Section 14.05, or (g)
any invalidity, irregularity or enforceability of all or any part of the
Guaranteed Obligations or of any security therefor.

      14.04 Independent Obligation. The obligations of Holdings hereunder are
independent of the obligations of any other guarantor, any other party or the
Borrower, and a separate action or actions may be brought and prosecuted against
Holdings whether or not action is brought against any other guarantor, any other
party or the Borrower and whether or not any other guarantor, any other party or
the Borrower be joined in any such action or actions. Holdings waives, to the
fullest extent permitted by law, the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof. Any payment by the
Borrower or other circumstance which operates to toll any statute of limitations
as to the Borrower shall operate to toll the statute of limitations as to
Holdings.

      14.05 Authorization. Holdings authorizes the Guaranteed Creditors without
notice or demand (except as shall be required by applicable statute and cannot
be waived), and without affecting or impairing its liability hereunder, from
time to time to:

      (a) change the manner, place or terms of payment of, and/or change or
extend the time of payment of, renew, increase, accelerate or alter, any of the
Guaranteed Obligations (including any increase or decrease in the principal
amount thereof or the rate of interest or fees thereon), any security therefor,
or any liability incurred directly or indirectly in respect thereof,


                                     -108-
<PAGE>
and the Guaranty herein made shall apply to the Guaranteed Obligations as so
changed, extended, renewed or altered;

      (b) take and hold security for the payment of the Guaranteed Obligations
and sell, exchange, release, impair, surrender, realize upon or otherwise deal
with in any manner and in any order any property by whomsoever at any time
pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;

      (c) exercise or refrain from exercising any rights against the Borrower,
any other Credit Party or others or otherwise act or refrain from acting;

      (d) release or substitute any one or more endorsers, guarantors, the
Borrower, other Credit Parties or other obligors;

      (e) settle or compromise any of the Guaranteed Obligations, any security
therefor or any liability (including any of those hereunder) incurred directly
or indirectly in respect thereof or hereof, and may subordinate the payment of
all or any part thereof to the payment of any liability (whether due or not) of
the Borrower to its creditors other than the Guaranteed Creditors;

      (f) apply any sums by whomsoever paid or howsoever realized to any
liability or liabilities of the Borrower to the Guaranteed Creditors regardless
of what liability or liabilities of the Borrower remain unpaid;

      (g) consent to or waive any breach of, or any act, omission or default
under, this Agreement, any other Credit Document, any Designated Interest Rate
Protection Agreement or any Designated Other Hedging Agreement or any of the
instruments or agreements referred to herein or therein, or otherwise amend,
modify or supplement this Agreement, any Designated other Credit Document, any
Interest Rate Protection Agreement or any Designated Other Hedging Agreement or
any of such other instruments or agreements; and/or

      (h) take any other action which would, under otherwise applicable
principles of common law, give rise to a legal or equitable discharge of
Holdings from its liabilities under this Guaranty.

      14.06 Reliance. It is not necessary for any Guaranteed Creditor to inquire
into the capacity or powers of Holdings or any of its Subsidiaries or the
officers, directors, partners or agents acting or purporting to act on their
behalf, and any Guaranteed Obligations made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.

      14.07 Subordination. Any indebtedness of the Borrower now or hereafter
owing to Holdings is hereby subordinated to the Guaranteed Obligations of the
Borrower owing to the Guaranteed Creditors; and if the Administrative Agent so
requests at a time when an Event of Default exists, all such indebtedness of the
Borrower to Holdings shall be collected, enforced and received by Holdings for
the benefit of the Guaranteed Creditors and be paid over to the Administrative
Agent on behalf of the Guaranteed Creditors on account of the Guaranteed


                                     -109-
<PAGE>
Obligations of the Borrower to the Guaranteed Creditors, but without affecting
or impairing in any manner the liability of Holdings under the other provisions
of this Guaranty. Prior to the transfer by Holdings of any note or negotiable
instrument evidencing any such indebtedness of the Borrower to Holdings,
Holdings shall mark such note or negotiable instrument with a legend that the
same is subject to this subordination. Without limiting the generality of the
foregoing, Holdings hereby agrees with the Guaranteed Creditors that it will not
exercise any right of subrogation which it may at any time otherwise have as a
result of this Guaranty (whether contractual, under Section 509 of the
Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
irrevocably paid in full in cash.

      14.08 Waiver. (a) Holdings waives any right (except as shall be required
by applicable statute and cannot be waived) to require any Guaranteed Creditor
to (i) proceed against the Borrower, any other guarantor or any other party,
(ii) proceed against or exhaust any security held from the Borrower, any other
guarantor or any other party or (iii) pursue any other remedy in any Guaranteed
Creditor's power whatsoever. Holdings waives any defense based on or arising out
of any defense of the Borrower, any other guarantor or any other party, other
than payment of the Guaranteed Obligations to the extent of such payment, based
on or arising out of the disability of the Borrower, Holdings, any other
guarantor or any other party, or the validity, legality or unenforceability of
the Guaranteed Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of the Borrower other than payment of the
Guaranteed Obligations to the extent of such payment. The Guaranteed Creditors
may, at their election, foreclose on any security held by the Administrative
Agent, the Collateral Agent or any other Guaranteed Creditor by one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable (to the extent such sale is permitted by applicable
law), or exercise any other right or remedy the Guaranteed Creditors may have
against the Borrower or any other party, or any security, without affecting or
impairing in any way the liability of Holdings hereunder except to the extent
the Guaranteed Obligations have been paid. Holdings waives any defense arising
out of any such election by the Guaranteed Creditors, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of Holdings against the Borrower or any other party or any
security.

      (b) Holdings waives all presentments, demands for performance, protests
and notices, including without limitation notices of nonperformance, notices of
protest, notices of dishonor, notices of acceptance of this Guaranty, and
notices of the existence, creation or incurring of new or additional Guaranteed
Obligations. Holdings assumes all responsibility for being and keeping itself
informed of the Borrower's financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks which Holdings assumes and incurs
hereunder, and agrees that neither the Administrative Agent nor any of the other
Guaranteed Creditors shall have any duty to advise Holdings of information known
to them regarding such circumstances or risks.

      14.09 Maximum Liability. It is the desire and intent of Holdings and the
Guaranteed Creditors that this Guaranty shall be enforced against Holdings to
the fullest extent permissible under the laws and public policies applied in
each jurisdiction in which enforcement is sought. If, however, and to the extent
that, the obligations of Holdings under this Guaranty shall be adjudicated to be
invalid or unenforceable for any reason (including, without limitation, because
of any applicable state or federal law relating to fraudulent conveyances or
transfers),


                                     -110-
<PAGE>
then the amount of Holdings' obligations under this Guaranty shall be deemed to
be reduced and Holdings shall pay the maximum amount of the Guaranteed
Obligations which would be permissible under applicable law.

      14.10 Payments. All payments made by Holdings pursuant to this Section 14
will be made without setoff, counterclaim or other defense, and shall be subject
to the provisions of Sections 4.03 and 4.04.


                                      * * *


                                     -111-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.

Address:

82 Running Hill Road                 FAIRCHILD SEMICONDUCTOR
South Portland, Maine 04106          INTERNATIONAL, INC.
Attention:  General Counsel
Tel. No.: (207) 775-8100
Fax No.:  (207) 775-8026             By: /s/  Matthew W. Towse
                                        ----------------------------------------
                                         Title:  Senior Vice President and Chief
                                                 Financial Officer

82 Running Hill Road                 FAIRCHILD SEMICONDUCTOR
South Portland, Maine 04106          CORPORATION
Attention:  General Counsel
Tel. No.: (207) 775-8100
Fax No.:  (207) 775-8026             By: /s/  Matthew W. Towse
                                        ----------------------------------------
                                         Title:  Senior Vice President and Chief
                                                 Financial Officer

                                     DEUTSCHE BANK TRUST COMPANY
                                     AMERICAS, Individually and as
                                     Administrative Agent


                                     By: /s/  Alexander Bici
                                        ----------------------------------------
                                         Title:  Vice President

                                     FLEET NATIONAL BANK,
                                     Individually and as Syndication Agent


                                     By: /s/  William B. Williamson
                                        ----------------------------------------
                                         Title:  Senior Vice President

                                     CREDIT SUISSE FIRST BOSTON,
                                     Individually and as Co-Documentation Agent


                                     By: /s/  Robert Hetu
                                        ----------------------------------------
                                         Title:  Director
<PAGE>
                                     LEHMAN COMMERCIAL PAPER INC.,
                                     Individually and as Co-Documentation Agent

                                     By: /s/  G. Robert Berzins
                                        ----------------------------------------
                                         Title:  Vice President

                                     MORGAN STANLEY SENIOR FUNDING, INC.,
                                     Individually and as Co-Documentation Agent

                                     By: /s/  Todd Vannucci
                                        ----------------------------------------
                                         Title:  Executive Director

                                     CITIZENS BANK OF MASSACHUSETTS,
                                     as a Lender

                                     By: /s/  William F. Granchelli
                                        ----------------------------------------
                                         Title:  Senior Vice President

                                     GENERAL ELECTRIC CAPITAL CORPORATION,
                                     as a Lender

                                     By: /s/  W. Jerome McDermott
                                        ----------------------------------------
                                         Title:  Duly Authorized Signatory

                                     ERSTE BANK,
                                     as a Lender

                                     By: /s/  John Fay
                                        ----------------------------------------
                                         Title:  Vice President

                                     BANK OF SCOTLAND,
                                     as a Lender

                                     By: /s/  Annie Glynn
                                        ----------------------------------------
                                         Title:  Director
<PAGE>
                                                                      SCHEDULE I

                                   COMMITMENTS

<TABLE>
<CAPTION>
                                          Term Loan      Revolving Loan
Lender                                    Commitment       Commitment
------                                   ------------    --------------
<S>                                      <C>             <C>
Deutsche Bank Trust Company Americas     $295,000,000     $ 35,000,000
Fleet National Bank                      $          0     $ 35,000,000
Credit Suisse First Boston               $          0     $ 25,000,000
Lehman Commercial Paper Inc.             $          0     $ 25,000,000
Morgan Stanley Senior Funding, Inc.      $          0     $ 25,000,000
Citizens Bank of Massachusetts           $          0     $ 20,000,000
General Electric Capital Corporation     $          0     $  5,000,000
Erste Bank                               $  5,000,000     $  5,000,000
Bank of Scotland                         $          0     $  5,000,000


                                         ------------     ------------
TOTAL:                                   $300,000,000     $180,000,000
</TABLE>
<PAGE>
                                                                     SCHEDULE II

                           EXISTING LETTERS OF CREDIT

1.    $400,000 Irrevocable Letter of Credit No. TS-070001149, dated as of April
      14, 1999, issued by Credit Suisse First Boston to Hanover Insurance
      (and/or) Massachusetts Bay Insurance Company, as amended by Amendment No.
      1, dated as of April 20, 1999 and Amendment No. 2, dated as of September
      20, 2001.

2.    $250,000 Irrevocable Letter of Credit No. TS-07001626, dated as of January
      10, 2001, issued by Credit Suisse First Boston to The Travelers Indemnity
      Company, as amended by Amendment No. 1, dated as of April 12, 2001 and
      Amendment No. 2, dated as of January 21, 2003.
<PAGE>
                                                                    SCHEDULE III

                                LENDER ADDRESSES

Lender                                     Address
------                                     -------

Deutsche Bank Trust Company Americas       31 West 52nd Street, 7th Floor
                                           New York, New York  10019
                                           Attention:  Alex Bici
                                           Telephone:  (646) 324-2199
                                           Telecopier No.:  (646) 324-7456

Fleet National Bank                        2 Portland Square ME DE]
                                           05205B
                                           Portland, Maine  04101
                                           Attention: Bill Williamson
                                           Telephone: (207) 874-5114
                                           Telecopier No.: (207) 874-5168

Credit Suisse First Boston                 1 Madison Avenue
                                           New York, New York 10010
                                           Attention: Sonia Shillingford
                                           Telephone:  (212) 538-3361
                                           Telecopier:  (212) 538-6851

Lehman Commercial Paper Inc.               745 Seventh Avenue
                                           19th Floor
                                           New York, New York 10019
                                           Attention: G. Robert Berzins
                                           Telephone: (212) 526-3712
                                           Telecopier: (646) 758-1906

Morgan Stanley Senior Funding, Inc.        750 Seventh Avenue, 11th Floor
                                           New York, New York 10020
                                           Attention:  Alice Lee
                                           Telephone: (212) 762-2601
                                           Telecopier: (212) 762-0346

Citizens Bank of Massachusetts             53 State Street, 8th Floor
                                           Boston, Massachusetts 02109
                                           Attention:  William F. Granchelli
                                           Telephone:  (617) 725-5588
                                           Telecopier:  (617) 742-9548
<PAGE>
Lender                                     Address
------                                     -------

General Electric Capital Corporation       6 High Ridge Park
                                           Stamford, Connecticut 06927-5100
                                           Attention:  Robert Kelly
                                           Telephone:  (203) 961-2490
                                           Telecopier:  (203) 316-7978

Erste Bank                                 280 Park Avenue
                                           West Building, 32nd Floor
                                           New York, New York 10017
                                           Attention:  John Fay
                                           Telephone:  (203) 984-5636
                                           Telecopier:  (203) 984-5627

Bank of Scotland                           565 Fifth Avenue
                                           New York, New York 10017
                                           Attention:  Shirley Vargas
                                           Telephone:  (212) 450-0875
                                           Telecopier:  (212) 687-4412
<PAGE>
                                                                     SCHEDULE IV

                            STOCK CERTIFICATES TO BE
                                 DELIVERED AFTER
                           THE INITIAL BORROWING DATE

<TABLE>
<CAPTION>
                    ISSUER                      JURISDICTION      PLEDGOR   PERCENTAGE OWNERSHIP
                    ------                      ------------      -------   --------------------
<S>                                             <C>               <C>       <C>
Fairchild Korea Semiconductor Ltd.              South Korea        FSCA              100%

Fairchild Korea Trading Company                 South Korea        FSC                50%
                                                                   FSCA               50%

Fairchild Semiconductor (Optoelectronics)       Singapore          QTDE              100%
Pte. Ltd.

Fairchild Semiconductor Japan Ltd.              Japan              FSC               100%

Fairchild Semiconductor Mauritius Ltd.          Mauritius          FSC               100%
("Mauritius")

Fairchild Semiconductor Mauritius (Trading)     Mauritius          FSC               100%
Ltd.

Fairchild Semiconductor Mauritius               Mauritius          FSC               100%
(Consulting) Ltd.
</TABLE>
<PAGE>
                                                                      SCHEDULE V

                                      PLANS

None.
<PAGE>
                                                                     SCHEDULE VI

                                  REAL PROPERTY

Real Property Location                     Nature of Interest - Owner
----------------------                     --------------------------

1.       333 Western Avenue
         South Portland, Maine             Fee Simple - Borrower

2.       3333 West 9000 South
         West Jordan, Utah                 Fee Simple - Borrower

3.       125 Crestwood Road
         Mountaintop, Pennsylvania         Fee Simple - Borrower

4.       1 Sutong Road, China-Singapore
         Suzhou Industrial Park, Suzhou,
         Jiangsu, P.R. China               Fee Simple - Fairchild Semiconductor
                                             (Suzhou) Co., Ltd.
<PAGE>
                                                                    SCHEDULE VII

                                  SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                          PERCENTAGE
           NAME OF SUBSIDIARY              JURISDICTION               DIRECT OWNER        OWNERSHIP
           ------------------              ------------               ------------        ---------
<S>                                        <C>                  <C>                       <C>
Fairchild Semiconductor Corporation        Delaware             Fairchild Semiconductor      100%
("FSC")                                                         International, Inc.

Fairchild Semiconductor Corporation of     Delaware             FSC                          100%
California ("FSCA")

QT Optoelectronics, Inc. ("QTDE")          Delaware             FSC                          100%

QT Optoelectronics ("QTCA")                California           QTDE                         100%

Kota Microcircuits, Inc.                   Colorado             FSC                          100%

Fairchild Korea Semiconductor Ltd.         South Korea          FSCA                         100%

Fairchild Korea Trading Company            South Korea          FSC                           50%
                                                                FSCA                          50%

Fairchild Semiconductor (Malaysia) Sdn.    Malaysia             FSC                          100%
Bhd.

Fairchild Semiconductor                    Malaysia             QTCA                         100%
(Optoelectronics) Sdn. Bhd.

Fairchild Semiconductor (Suzhou) Co.,      P.R. China           Mauritius                    100%
Ltd.

Fairchild Semiconductor (Wuxi) Co., Ltd.   P.R. China           QTDE                         100%

Fairchild Semiconductor (Shanghai) Ltd.    P.R. China           Mauritius Trading            100%

Fairchild Semiconductor Asia Pacific       Singapore            FSC                          100%
Pte. Ltd.

Fairchild Semiconductor                    Singapore            QTDE                         100%
</TABLE>
<PAGE>
                                                                          Page 2


<TABLE>
<CAPTION>
                                                                                          PERCENTAGE
           NAME OF SUBSIDIARY              JURISDICTION               DIRECT OWNER        OWNERSHIP
           ------------------              ------------               ------------        ---------
<S>                                        <C>                  <C>                       <C>
(Optoelectronics) Pte. Ltd.

Fairchild Semiconductor GmbH               Germany              FSC                          100%

Fairchild Semiconductor Hong Kong          Hong Kong            FSC                          100%
(Holdings) Limited ("FSHKH")

Fairchild Semiconductor Hong Kong Limited  Hong Kong            FSC                          100%

Fairchild Semiconductor Japan Ltd.         Japan                FSC                          100%

Fairchild Semiconductor Limited            United Kingdom       FSC                          100%

Fairchild Semiconductor Mauritius Ltd.     Mauritius            FSC                          100%
("Mauritius")

Fairchild Semiconductor Mauritius          Mauritius            FSC                          100%
(Trading) Ltd. ("Mauritius Trading")

Fairchild Semiconductor Mauritius          Mauritius            FSC                          100%
(Consulting) Ltd.

Fairchild Semiconductor S.A.S.             France               FSC                          100%

Fairchild Semiconductor Srl                Ital                 FSC                          100%

Fairchild Semiconductor s de Mexico S.     Mexico               FSC                          100%
de R.L. de C.V.

Fairchild Semiconductor (Philippines),     Philippines          FSHKH                        100%
Inc.
</TABLE>
<PAGE>
                                                                   SCHEDULE VIII

                              EXISTING INDEBTEDNESS

See attached.
<PAGE>
                                                                     SCHEDULE IX

                                    INSURANCE

See attached.
<PAGE>
                                                                      SCHEDULE X

                                 EXISTING LIENS

None.
<PAGE>
                              EXISTING INVESTMENTS

1.       Investments in Subsidiaries listed on Schedule VII.

2.       Name of Investment Entity     Date of Investment  % Ownership
         -------------------------     ------------------  -----------
         Optical Micro-Machines, Inc.      6/2/2000            *
         SynQor, Inc.                      6/22/2000           *
         Silicon Wireless                  12/1/2000           9.5%
         Analogic Tech                     1/16/2001           *
         Unitive Electronics, Inc.         1/31/2001           *

All of the foregoing investments are equity investments owned by the Borrower.

*:  Less than 5%

</TEXT>
</DOCUMENT>
