TECHNITROL INC
CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>2
<FILENAME>d60158_ex10-5.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>

                                                                    Exhibit 10.5

                                CREDIT AGREEMENT

                                  by and among

                                TECHNITROL, INC.,
                          PULSE ENGINEERING, INC., and
                                AMI DODUCO, INC,
                          as the US Facility Borrowers,

                                       and

                            AMI DODUCO HOLDING GMBH,
                                AMI DODUCO GMBH,
                             AMI DODUCO ESPANA S.L.,
                       AMI DODUCO ITALIA HOLDINGS S.R.L.,
                         AMI DODUCO (FRANCE) S.A.S., and
                           AMI DODUCO NEDERLAND B.V.,
                       as the Offshore Facility Borrowers,

                                       and

                              JPMORGAN CHASE BANK,
as the Agent, the Issuing Bank, the Swingline Lender, and as a Revolving Credit
                                    Lender,

                                       and

                           J.P. MORGAN EUROPE LIMITED,
                         as the Offshore Facility Agent,

                                       and

                                 HSBC BANK USA,
           as the Syndication Agent and as a Revolving Credit Lender,

                                       and

                   THE LENDERS PARTY HERETO FROM TIME TO TIME,
                                   as Lenders

                                  June 17, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page

                                                          ARTICLE I
                                                    Definitions and Terms
<S>                                                                                                           <C>
1.01         Definitions.......................................................................................3

1.02         Rules of Interpretation..........................................................................22

1.03         Increase in Total Commitment.....................................................................23

                                                          ARTICLE II
                                                       The US Facility

2.01         Advances   ......................................................................................24

2.02         Payment of Interest..............................................................................26

2.03         Payment of Principal.............................................................................26

2.04         Manner of Payment................................................................................27

2.05         Note; Evidence of Indebtedness...................................................................27

2.06         Pro Rata Payments................................................................................28

2.07         Reductions.......................................................................................28

2.08         Conversions and Elections of Subsequent Interest Periods.........................................28

2.09         Commitment Fee...................................................................................29

2.10         Deficiency Advances; Failure to Purchase Participations..........................................29

2.11         Use of Proceeds..................................................................................29

2.12         US Facility Borrower Joint and Several Liability; Guaranty Provisons.............................29

2.13         Swingline Loans..................................................................................31

                                                         ARTICLE III
                                                US Facility Letters of Credit

3.01         Letters of Credit................................................................................33

3.02         Reimbursement and Participations.................................................................34

3.03         Governmental Action..............................................................................37

3.04         Letter of Credit Commitment Fees.................................................................37

3.05         Letter of Credit Fronting and Administrative Fees................................................37

3.06         Special Issuing Bank.............................................................................37
</TABLE>


                                       i
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<TABLE>
<S>                                                                                                           <C>
                                                          ARTICLE IV
                                                    The Offshore Facility

4.01         Advances.........................................................................................39

4.02         Payment of Interest..............................................................................40

4.03         Payment of Principal.............................................................................41

4.04         Manner of Payment................................................................................41

4.05         Mark-To-Market...................................................................................42

4.06         Notes; Evidence of Indebtedness..................................................................42

4.07         Reductions and Reallocations.....................................................................43

4.08         Elections of Subsequent Interest Periods.........................................................43

4.09         Use of Proceeds..................................................................................43

4.10         Offshore Facility Borrower Liability.............................................................43

4.11         Pro Rata Payments of Offshore Facility Loans.....................................................44

                                                          ARTICLE V
                                                   Changes in Circumstances

5.01         Increased Cost and Reduced Return................................................................46

5.02         Limitation on Types of Loans.....................................................................47

5.03         Illegality.......................................................................................48

5.04         Treatment of Affected Loans......................................................................48

5.05         Compensation.....................................................................................48

5.06         Taxes............................................................................................49

5.07         Replacement Lender...............................................................................50

5.08         Funding..........................................................................................51

5.09         Economic and Monetary Union in the European Community............................................51

5.10         Request For Compensation, etc....................................................................51

                                                          ARTICLE VI
                            Conditions to Closing, to Making Loans, and Issuing Letters of Credit

6.01         Conditions of Closing............................................................................52

6.02         Conditions of Loans, Letters of Credit...........................................................54

                                                         ARTICLE VII
                                                Representations and Warranties

7.01         Incorporation, Good Standing, and Due Qualification..............................................56
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                                       ii
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<TABLE>
<S>                                                                                                           <C>
7.02         Corporate Power and Authority....................................................................56

7.03         Legally Enforceable Agreement....................................................................56

7.04         Financial Statements; Adverse Changes............................................................56

7.05         Labor Disputes and Acts of God...................................................................57

7.06         Other Agreements.................................................................................57

7.07         Litigation.......................................................................................57

7.08         No Defaults on Outstanding Judgments or Orders...................................................58

7.09         Ownership and Liens..............................................................................58

7.10         Subsidiaries and Ownership of Stock..............................................................58

7.11         ERISA............................................................................................58

7.12         Operation of Business............................................................................58

7.13         Taxes............................................................................................58

7.14         Debt.............................................................................................59

7.15         Environmental Matters............................................................................59

7.16         Other Laws.......................................................................................59

7.17         No Untrue Statement..............................................................................59

7.18         Margin Stock.....................................................................................59

7.19         Regulated Company................................................................................59

                                                         ARTICLE VIII
                                                    Affirmative Covenants

8.01         Maintenance of Existence.........................................................................61

8.02         Maintenance of Records...........................................................................61

8.03         Maintenance of Properties........................................................................61

8.04         Conduct of Business; Permits and Approvals; Compliance with Laws.................................61

8.05         Maintenance of Insurance.........................................................................61

8.06         Payment of Debt; Payment of Taxes; Etc...........................................................61

8.07         Right of Inspection..............................................................................62

8.08         Reporting Requirements...........................................................................62

8.09         New Subsidiaries.................................................................................64

                                                          ARTICLE IX
                                                      Negative Covenants

9.01         Liens............................................................................................65

9.02         Debt.............................................................................................66
</TABLE>


                                      iii
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<TABLE>
<S>                                                                                                           <C>
9.03         Mergers, Etc.....................................................................................66

9.04         Leases...........................................................................................66

9.05         Sale and Leaseback...............................................................................67

9.06         Dividends and Distributions......................................................................67

9.07         Sale of Assets...................................................................................67

9.08         Investments......................................................................................67

9.09         Guaranties, Etc..................................................................................67

9.10         Transactions With Affiliates.....................................................................68

9.11         Stock of Subsidiary, Etc.........................................................................68

9.12         Hazardous Materials; Indemnification.............................................................68

9.13         Acquisitions.....................................................................................68

9.14         Additional Subsidiaries..........................................................................68

9.15         Financial Covenants..............................................................................69

                                                          ARTICLE X
                                              Events of Default and Acceleration

10.01        Events of Default................................................................................70

10.02        Agent to Act.....................................................................................72

10.03        Cumulative Rights................................................................................72

10.04        No Waiver........................................................................................72

10.05        Allocation of Proceeds...........................................................................72

10.06        Judgment Currency................................................................................73

                                                          ARTICLE XI
                                                          The Agents

11.01        Appointment, Powers, and Immunities..............................................................74

11.02        Reliance by Agents...............................................................................75

11.03        Defaults.........................................................................................75

11.04        Rights as Lender.................................................................................75

11.05        Indemnification..................................................................................75

11.06        Non-Reliance on Agent, Other Lenders and Offshore Facility Agent.................................76

11.07        Resignation of an Agent and/or Offshore Facility Agent...........................................76

11.08        Fees.............................................................................................76

11.09        Agent Notices....................................................................................76

11.10        Syndication Agent................................................................................77
</TABLE>


                                       iv
<PAGE>

<TABLE>
<S>                                                                                                        <C>
                                                         ARTICLE XII
                                                        Miscellaneous

12.01        Assignments and Participations...................................................................78

12.02        Notices..........................................................................................79

12.03        Right of Set-off; Adjustments....................................................................81

12.04        Survival.........................................................................................81

12.05        Expenses.........................................................................................82

12.06        Amendments and Waivers...........................................................................82

12.07        Counterparts.....................................................................................82

12.08        Termination......................................................................................83

12.09        Usury Savings Clause.............................................................................83

12.10        Indemnification; Limitation of Liability.........................................................84

12.11        Agreement Controls...............................................................................85

12.12        Severability.....................................................................................85

12.13        Entire Agreement.................................................................................85

12.14        Governing Law; Waiver of Jury Trial..............................................................85

12.15        Special Funding Option...........................................................................86

12.16        Additional Borrowers.............................................................................87

12.17        USA Patriot Act..................................................................................88

EXHIBIT A    Lenders' Commitments and Applicable Commitment Percentages......................................A-1

EXHIBIT B    Form of Assignment and Acceptance...............................................................B-1

EXHIBIT C    Notice of Appointment (or Revocation) of Authorized Representative..............................C-1

EXHIBIT D-1  Borrowing Notice (US Facility Loans)..........................................................D-1-1

EXHIBIT D-2  Borrowing Notice (Offshore Facility Loans)....................................................D-2-1

EXHIBIT E    Form of Joinder Agreement.......................................................................E-1

EXHIBIT F    Form of Revolving Credit Lender Agreement.......................................................F-1

EXHIBIT G    Form of Application and Agreement for Letters of Credit.........................................G-1

EXHIBIT H    Form of Swingline Loan Notice...................................................................H-1

    Schedule 7.04       Financial Statements.................................................................S-1

    Schedule 7.05       Labor Disputes and Acts of God.......................................................S-2

    Schedule 7.07       Litigation...........................................................................S-3
</TABLE>


                                       v
<PAGE>

<TABLE>
<S>                                                                                                         <C>
    Schedule 7.09       Ownership and Liens..................................................................S-4

    Schedule 7.10       Subsidiaries of Technitrol...........................................................S-5

    Schedule 7.11       ERISA................................................................................S-6

    Schedule 7.14       Indebtedness.........................................................................S-7

    Schedule 7.15       Environmental Matters................................................................S-8

    Schedule 9.04       Leases...............................................................................S-9

    Schedule 9.09       Guaranties..........................................................................S-10
</TABLE>


                                       vi
<PAGE>

                                CREDIT AGREEMENT

      THIS CREDIT AGREEMENT (hereinafter, as it may be from time to time
amended, modified, extended, renewed, and/or supplemented, referred to as this
"Agreement"), is made and effective this 17th day of June, 2004, by and among

      TECHNITROL, INC., a Pennsylvania corporation (the "Parent"); PULSE
ENGINEERING INC., a Delaware corporation; and AMI DODUCO, INC., a Pennsylvania
corporation (each, including the Parent, individually, a "US Facility Borrower"
and, collectively, the "US Facility Borrowers");

      AND

      AMI DODUCO HOLDING GMBH, a company organized under the laws of Germany;
AMI DODUCO GMBH, a company organized under the laws of Germany; AMI DODUCO
ESPANA S.L., a company organized under the laws of Spain; AMI DODUCO ITALIA
HOLDINGS S.R.L., a company organized under the laws of Italy; AMI DODUCO
(FRANCE) S.A.S., a company organized under the Republic of France; and AMI
DODUCO NEDERLAND B.V., a company organized under the laws of the Netherlands
(each individually, an "Offshore Facility Borrower" and, collectively the
"Offshore Facility Borrowers" and together with the US Facility Borrowers and
each other Person joining this Agreement as a Borrower from time to time
pursuant Section 12.16 hereof, the "Borrowers");

      AND

      JPMORGAN CHASE BANK, each other lender which is a signatory to this
Agreement and each other lender which may hereafter execute and deliver an
instrument of assignment with respect to the Facilities under this Agreement
pursuant to Section 12.01 (hereinafter such lenders may be referred to
individually as a "Revolving Credit Lender" or collectively as the "Revolving
Credit Lenders");

      AND

      JPMORGAN CHASE BANK, in its capacity as (i) the administrative agent for
the Lenders (the "Agent"), (ii) the "Issuing Bank" (as such term is hereinafter
defined), and (iii) the "Swingline Lender" (as such term is hereinafter
defined);

      AND

      J.P. MORGAN EUROPE LIMITED, in its capacity as the offshore facility agent
(the "Offshore Facility Agent");

      AND

      HSBC BANK USA, in its capacity as the syndication agent for the Lenders
(the "Syndication Agent").

                              W I T N E S S E T H:

      WHEREAS, the Lenders are willing to make available to the Borrowers a
revolving credit facility in the maximum aggregate principal amount of up to US
$125,000,000.00 (which principal amount may be increased by the Borrowers
pursuant to the terms, conditions, and provisions of Section 1.03 of this
Agreement) which credit facility includes (i) a US $15,000,000.00 (or US Dollar
Equivalent


                                      -1-
<PAGE>

Amount) sublimit for the issuance of multicurrency standby and commercial
letters of credit and (ii) a US $10,000,000.00 sublimit for Swingline Loans, and
(iii) a multicurrency revolving subfacility of up to the US Dollar Equivalent
Amount $125,000,000.00 (which principal amount may be increased by the Borrowers
pursuant to the terms, conditions, and provisions of Section 1.03 of this
Agreement), in each case subject to the terms and conditions set forth herein.

      NOW, THEREFORE, the Borrowers, the Lenders, the Offshore Facility Agent,
the Issuing Bank, the Special Issuing Bank, the Syndication Agent, and the Agent
hereby agree as follows:


                                      -2-
<PAGE>

                                    ARTICLE I

                              Definitions and Terms

      1.01 Definitions. For the purposes of this Agreement, in addition to the
definitions set forth above, the following terms shall have the respective
meanings set forth below:

      "Acquisition" means the acquisition of (a) a controlling equity interest
in another Person (including through a merger or the purchase of an option,
warrant or convertible or similar type security to acquire such a controlling
interest at the time it becomes exercisable by the holder thereof), whether by
purchase of such equity interest or upon exercise of an option or warrant for,
or conversion of securities into, such equity interest, or (b) assets of another
Person which constitute all or substantially all of the assets of such Person or
of a line or lines of business conducted by such Person.

      "Advance" means a US Facility Advance or an Offshore Facility Advance, as
the case may be.

      "Affected Loans" shall have the meaning therefor set forth in Section 5.04
of this Agreement.

      "Affected Type" shall have the meaning therefor set forth in Section 5.04
of this Agreement.

      "Affiliate" means any Person, other than the Parent or any Subsidiary, (a)
which directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, the Parent; or (b) which
beneficially owns or holds ten percent (10%) or more of any class of the
outstanding Voting Stock of the Parent; or (c) ten percent (10%) or more of any
class of the outstanding Voting Stock (or in the case of a Person which is not a
corporation, ten percent (10%) or more of the equity or other ownership
interest) of which is beneficially owned or held by the Parent. The term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through ownership of Voting Stock, by contract or otherwise.

      "Agent" shall have the meaning assigned and ascribed to such term as set
forth in the preamble to this Agreement.

      "Aggregate Credit Exposure" the aggregate amount of Credit Exposure of all
Lenders.

      "Agreement" shall have the meaning assigned and ascribed to such term as
set forth in the preamble to this Agreement.

      "Applicable Borrowers" means (a) with respect to all matters involving the
US Facility, the US Facility Borrowers and (b) with respect to all matters
involving the Offshore Facility, the Offshore Facility Borrowers.

      "Applicable Commitment Percentage" means, for each Lender, with respect to
the Obligations hereunder, a fraction (expressed as a percentage), the numerator
of which shall be the amount of such Lender's Commitment and the denominator of
which shall be the Total Commitment, each as of the date of determination, which
Applicable Commitment Percentage for each Lender as of the Closing Date is as
set forth in Exhibit A attached hereto and incorporated herein by reference;
provided that the Applicable Commitment Percentages of each Lender shall be
increased or decreased to reflect any assignments to or by such Lender effected
in accordance with Section 12.01 hereof.


                                      -3-
<PAGE>

      "Applicable Country" means, with respect to any Offshore Facility Loan,
any of the Netherlands, Germany, France, Spain, or Italy, being the country
where the Offshore Facility Borrower requesting such Offshore Facility Loan is
located.

      "Applicable Currency" means (a) with respect to the US Facility, US
Dollars and (b) with respect to the Offshore Facility, Japanese Yen or euro.

      "Applicable Lending Office" means, for each Revolving Credit Lender and
for each Type and Applicable Currency of any Loan, the "Lending Office" of such
Revolving Credit Lender (or of an affiliate of such Revolving Credit Lender)
designated for such Type and Applicable Currency of any Loan on the signature
pages hereof or in an Assignment and Acceptance, or such other office of such
Revolving Credit Lender (or an affiliate of such Revolving Credit Lender) as
such Revolving Credit Lender may from time to time specify to the Agent, the
Offshore Facility Agent, and the Applicable Borrowers by written notice in
accordance with the terms hereof as the office by which its Loans of such Type
and Applicable Currency are to be made and maintained.

      "Applicable Margin" means for purposes of calculating (a) the applicable
interest margin for the Interest Period for any LIBOR-Based Loan, (b) the
applicable rate for the issuance of Standby Letters of Credit and (c) the
applicable rate of the Commitment Fee for any date for purposes of Section 2.09
hereof, that percent per annum set forth as the Applicable Margin in the Pricing
Grid.

      "Applicable Market" means with respect to Loans made in an Applicable
Country, the market for determining rates of interest for the Applicable
Currency in such country by first class banks comparable to the London interbank
market.

      "Applicable Rate" means the applicable interest rate for any LIBOR-Based
Loan or US Facility Base Rate Loan available in a specific Facility as selected
by the Applicable Borrower or otherwise applicable hereunder.

      "Applicable Reference Rate" means

            (a) for any Eurodollar Rate Loan made under the US Facility for any
      Interest Period therefor, the rate per annum determined by the Agent to
      appear on Page 3750 of the Dow Jones Market Service (formerly known as
      Telerate) (or any successor or substitute page) as the London interbank
      offered rate for deposits in the Applicable Currency at approximately
      11:00 A.M. (London, England time) two (2) Business Days prior to the first
      day of such Interest Period for a term comparable to such Interest Period.
      If for any reason such rate is not available, the term "Applicable
      Reference Rate" shall mean, for any Eurodollar Rate Loan for any Interest
      Period therefor, the rate per annum determined by the Agent to appear on
      Reuters Screen LIBO Page as the London interbank offered rate for deposits
      in the Applicable Currency at approximately 11:00 A.M. (London, England
      time) two (2) Business Days prior to the first day of such Interest Period
      for a term comparable to such Interest Period; provided, however, if more
      than one rate is specified on Reuters Screen LIBO Page, the applicable
      rate shall be the arithmetic mean of all such rates; and

            (b) for any Offshore Rate Loan made in Japanese Yen under the
      Offshore Facility for any Interest Period therefor, the rate per annum
      equal to LIBOR as of two (2) Business Days prior to the first day of such
      Interest Period for a term comparable to such Interest Period; and

            (c) for any Offshore Rate Loan made in euro under the Offshore
      Facility for any Interest Period therefor, the rate per annum equal to
      LIBOR as of two (2) Business Days prior to


                                      -4-
<PAGE>

      the first day of such Interest Period for a term comparable to such
      Interest Period.

      "Applicable Reserve Requirement" means, at any time, for any Eurodollar
Rate Loan the maximum rate at which reserves (including, without limitation, any
marginal, special, supplemental or emergency reserves) are required to be
maintained with respect thereto under regulations issued from time to time by
the Board or other applicable banking regulator by the member banks of the
Federal Reserve System against, "Eurocurrency liabilities" (as such term is
defined in Regulation D). Without limiting the effect of the foregoing, the
Applicable Reserve Requirement shall reflect any other reserves required to be
maintained by such member banks with respect to (a) any category of liabilities
which includes deposits by reference to which the applicable Eurodollar Rate or
any other interest rate of a Loan is to be determined, or (b) any category of
extensions of credit or other assets which include Eurodollar Rate Loans. An
Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and
as such shall be deemed subject to reserve requirements. The rate of interest on
Eurodollar Rate Loans shall be adjusted automatically on and as of the effective
date of any change in the Applicable Reserve Requirement.

      "Applications and Agreements for Letters of Credit" means, collectively,
the Applications and Agreements for Letters of Credit in the form attached
hereto as Exhibit F, or similar documentation, executed by the Borrowers from
time to time and delivered to the Issuing Bank to support the issuance of
Letters of Credit.

      "Applicant" means with respect to any Letter of Credit or Reimbursement
Obligation associated therewith, the Parent and each Borrower requesting such
Letter of Credit.

      "Assignment and Acceptance" shall mean an Assignment and Acceptance
substantially in the form of Exhibit B (with blanks appropriately filled in)
delivered to the Agent in connection with an assignment of a Revolving Credit
Lender's interest in a specific Facility under this Agreement pursuant to
Section 12.01.

      "Authorized Representative" means in the case of each of the Borrowers,
any of James M. Papada, III, Thomas J. Considine, Jr., Ann Marie Janus, Michael
McGrath, or Drew A. Moyer, or any other person expressly designated by the board
of directors (or the appropriate committee thereof) of the Parent as an
Authorized Representative for purposes of this Agreement, as set forth from time
to time in a certificate in the form attached hereto as Exhibit C.

      "Board" means the Board of Governors of the Federal Reserve System (or any
successor body).

      "Borrowers" shall have the meaning assigned and ascribed to such term as
set forth in the preamble to this Agreement.

      "Borrowing Notice" means the request of at least two (2) Authorized
Representatives of a Borrower to obtain an Advance or to elect a subsequent
Interest Period for or Convert a Loan or Loans of any Type hereunder, as the
obtaining of such Advance, such election or Conversion of such Loan or Loans
shall be otherwise permitted herein. Any Borrowing Notice shall be binding on
and irrevocable by a Borrower and shall be in writing and signed by at least two
(2) the Authorized Representatives of such Borrower in the form attached hereto
as Exhibit D-1 for US Facility Loans, and Exhibit D-2 for Offshore Facility
Loans, as the case may be.

      "Business Day" means (a) with respect to all notices, determinations,
fundings and payments in connection with US Facility Loans or US Letters of
Credit, or with respect to all notices, determinations, fundings and payments
involving the Agent, any day excluding Saturday, Sunday and any day which is a


                                      -5-
<PAGE>

legal holiday under the laws of the State of New York or is a day on which
banking institutions located in either such state are authorized or required by
law or other governmental action to close, (b) with respect to all notices,
determinations, fundings and payments in connection with Offshore Facility Loans
or Offshore Letters of Credit, or with respect to all notices, determinations,
fundings and payments involving the Offshore Facility Agent, any day on which
banking institutions located in England are generally open for business, and
which is a day on which dealings in the Applicable Currency are carried on, and
with respect to notices, determinations, fundings and payments in or pertaining
to euro, any day on which TARGET (Trans-European Automated Real-time gross
settlement Express Transfer system) or any successor thereto is scheduled to be
open for business, and (c) with respect to all notices, determinations, fundings
and payments in connection with any Eurodollar Rate Loan or Offshore Rate Loan,
any day that is a Business Day described above for the applicable Facility and
that is also a day for trading by and between banks in the Applicable Currency
in the applicable interbank Eurodollar Rate market or Offshore Rate market, as
applicable.

      "Capital Leases" means all leases which have been or should be capitalized
in accordance with GAAP as in effect from time to time.

      "Change of Control" means, at any time any "person" or "group" (each as
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) either (a) becomes
the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly
or indirectly, of Voting Stock of the Parent (or securities convertible into or
exchangeable for such Voting Stock) representing 30% or more of the combined
voting power of all Voting Stock of the Parent (on a fully diluted basis) or (b)
otherwise has the ability, directly or indirectly, to elect a majority of the
board of directors of the Parent.

      "Closing Date" means the date as of which this Agreement is executed by
the Borrowers, the Lenders and the Agent and on which the conditions set forth
in Section 6.01 hereof have been satisfied.

      "Code" means the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder.

      "Commitment" and "Commitments" means, with respect to any Lender, the
obligation of such Lender to incur Credit Exposure as a Lender hereunder, up to
an aggregate principal amount at any time outstanding equal to the product of
such Lender's Applicable Commitment Percentage multiplied by the Total
Commitment, as the same may be increased or decreased from time to time pursuant
to this Agreement, including, without limitation, increases pursuant to Section
1.03 of this Agreement.

      "Commitment Fee" means the commitment fee set forth and described in
Section 2.09 of this Agreement.

      "Consolidated Subsidiary" and "Consolidated Subsidiaries" means any
Subsidiary or Subsidiaries required under GAAP to be included in the
consolidated financial statements of the Parent.

      "Continue", "Continuation", "Continuance" and "Continued" shall refer to
the continuation, pursuant to Sections 2.08 or 4.08 hereof, of a LIBOR-Based
Loan from one Interest Period to the next Interest Period.

      "Convert", "Conversion", "Converted", and "Converting" shall refer to a
conversion, pursuant to Sections 2.08, 4.08, or Article V hereof, of one Type of
Loan into another Type of Loan.

      "Credit Exposure" means, with respect to any Lender, the aggregate
principal amount of all outstanding Loans, Letters of Credit, and Reimbursement
Obligations under such Facility owing to or


                                      -6-
<PAGE>

issued by such Lender, to the extent no other Lender has funded or is liable for
a Participation in such Letters of Credit or Reimbursement Obligations, plus all
Participations funded and paid for by such Lender in all other Letters of Credit
and Reimbursement Obligations.

      "Current Maturities" means, at any date, such portion of any Debt which is
outstanding on such date which, under the provisions thereof, matures on demand
or within one year from such date, and may not, directly or indirectly, be
renewed, extended or refunded so as to be outstanding more than one year after
such date.

      "Debt" means for any Loan Party (a) any (i) Indebtedness for Money
Borrowed, or (ii) indebtedness or liability for the deferred purchase price of
property or services (including trade obligations other than those incurred in
the ordinary course of business and in accordance with customary terms); (b)
obligations as lessee under Capital Leases; (c) obligations under letters of
credit issued for the account of any Person; (d) all obligations arising under
acceptance facilities; (e) all guaranties, endorsements (other than for
collection or deposit in the ordinary course of business), and other contingent
obligations to purchase any credit obligation, to provide funds for payment, to
supply funds to invest in any Person, or otherwise to assure a creditor of
another Person against loss; and/or (f) obligations of any other Person secured
by any Lien on property owned by any Loan Party, whether or not the obligations
of such Person have been assumed by such Loan Party; provided that the amount of
any Debt under clause (e) or (f) above shall be the full amount of the liability
of the Person primarily obligated (but without duplication with respect to the
amounts outstanding under the instrument guaranteed) and any Debt described in
clause (e) or (f) above shall not include any guaranty, endorsement or other
contingent or credit obligation of obligations of any Subsidiary.

      "Debt Ratio" means the ratio determined on a consolidated basis of Total
Funded Debt to EBITDA.

      "Debt Offering" means the incurrence of any Indebtedness for Money
Borrowed permitted hereunder in connection with a public offering or private
placement of debt securities of the Parent or any Subsidiary (other than debt
securities issued to the Parent) or otherwise.

      "Default" means any event or condition which, with the giving or receipt
of notice or lapse of time or both, would constitute an Event of Default
hereunder.

      "Default Rate" means (a) with respect to each Eurodollar Rate Loan and
each Offshore Rate Loan, until the end of the Interest Period applicable
thereto, a rate of two percent (2%) above the Eurodollar Rate or Offshore Rate
applicable to such Loan, and thereafter at a rate of interest per annum which
shall be two percent (2%) above (i) in the case of US Facility Loans, the US
Facility Base Rate, and (ii) in the case of Offshore Facility Loans, the
Offshore Facility Base Rate determined; and (b) with respect to each US Facility
Base Rate Loan, Swingline Loan, and Reimbursement Obligation, at a rate of
interest per annum which shall be two percent (2%) above the US Facility Base
Rate.

      "Domestic Subsidiary" means each Subsidiary (other than Pulse Philippines
Inc.) which is organized and existing under the laws of the United States of
America, any state or territory thereof or the District of Columbia.

      "EBITDA" for any Person as of any date means an amount, determined on a
consolidated basis, equal to the sum of (a) the net income of such Person from
continuing operations for the immediately preceding twelve (12) calendar months,
plus (b) Interest Expense to the extent deducted in determining net income for
such period, plus (c) the provision for domestic and foreign taxes for such
period based on income or profits to the extent such income or profits were
included in computing net income for such


                                      -7-
<PAGE>

period, plus (d) depreciation deducted in determining net income for such
period, plus (e) amortization deducted in determining net income for such
period, provided, however, that all such amounts shall be determined in
accordance with GAAP, and there shall be excluded from the foregoing computation
(i) all non-cash income, gains and losses to the extent included in net income
for such period (e.g. writing off of in process research and development), (ii)
all gains or losses from the sales of assets not sold in the ordinary course of
business to the extent included in net income for such period and (iii) all
non-cash charges incurred in connection with changes to Statements of Financial
Accounting Standards (SFAS).

      "Eligible Assignee" with respect to a specific Facility means (a) a
Revolving Credit Lender currently in such Facility; (b) any other Revolving
Credit Lender, or an affiliate of any Revolving Credit Lender, which, through
its Applicable Lending Office, is capable of lending the Applicable Currency to
the Applicable Borrowers without the imposition of any withholding or similar
taxes; and (iii) any other Person which has and maintains an Investment Grade
Rating and which, through its Applicable Lending Office, is capable of lending
the Applicable Currency to the Applicable Borrowers without the imposition of
any withholding or similar taxes and which is approved by the Agent, and, unless
an Event of Default has occurred and is continuing at the time any assignment is
effected in accordance with Section 12.01, the Parent, such approval not to be
unreasonably withheld or delayed by the Parent or the Agent, and such approval
to be deemed given by the Parent if no objection is received by the assigning
Revolving Credit Lender, the Agent, or the Issuing Bank from the Parent within
two (2) Business Days after written notice of such proposed assignment has been
provided by the assigning Revolving Credit Lender to the Parent; provided,
however, that neither the Parent nor an affiliate of the Parent shall qualify as
an Eligible Assignee; provided further, however, that the Parent may withhold
approval hereunder in its sole discretion if such assignment would give rise to
the payment of any additional costs under Article V.

      "Employee Benefit Plan" means (a) any employee benefit plan, including any
Pension Plan, within the meaning of Section 3(3) of ERISA which (i) is
maintained for employees of the Parent or any of its ERISA Affiliates, (ii) is
assumed by the Parent or any of its ERISA Affiliates, in connection with any
acquisition of another Person or (iii) has at any time been maintained for the
employees of the Parent, or any current or former ERISA Affiliate, or (b) any
plan, arrangement, understanding or scheme maintained by the Parent or any ERISA
Affiliate that provides retirement, deferred compensation, employee or retiree
medical or life insurance, severance benefits or any other benefit covering any
employee or former employee and which is administered under any Foreign Benefit
Law or regulated by any Governmental Authority other than the United States of
America.

      "EMU Legislation" means (a) a Treaty on European Union (the Treaty of Rome
of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht
Treaty (which was signed at Maastricht on February 1, 1992 and came into force
on November 1, 1993)), and (b) legislative measures of the European Council
(including without limitation European Council regulations) for the introduction
of, changeover to or operation of the euro, in each case as amended or
supplemented from time to time.

      "Environmental Laws" means, collectively, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, the Superfund
Amendments and Reauthorization Act of 1986, the Resource Conservation and
Recovery Act, the Toxic Substances Control Act, as amended, the Clean Air Act,
as amended, the Clean Water Act, as amended, any other "Superfund" or
"Superlien" law or any other federal or applicable state, local or foreign
statute, law, ordinance, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic or dangerous waste, substance or material, as now or at any
time hereafter in effect.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute and all rules and
regulations promulgated thereunder.


                                      -8-
<PAGE>

      "ERISA Affiliate", as applied to the Parent, means any Person or trade or
business which is a member of a group which is under common control with the
Parent, who, together with the Parent, is treated as a single employer within
the meaning of Section 414(b), (c), (m) or (o) of the Code.

      "euro" means the single official non-legacy currency denominated as the
euro and constituting legal tender for the payment of public and private debts
in the Participating Member States.

      "Eurodollar Rate" means, for the Interest Period for any Eurodollar Rate
Loan, the rate of interest per annum determined pursuant to the following
formula:

<TABLE>
<S>                             <C>                                                       <C>
          Eurodollar      =         Applicable Reference Rate                   +         Applicable
                                --------------------------------------------                Margin
               Rate             1 - Applicable Reserve Requirement
</TABLE>

      "Eurodollar Rate Loan" means a US Facility Loan for which the rate of
interest is determined by reference to the Eurodollar Rate.

      "Event of Default" means any of the occurrences set forth as such in
Section 10.01 hereof and the expiration of any applicable notice or cure period.

      "Existing Credit Agreement" means that certain Credit Agreement dated as
of June 20, 2001, as amended, by and among the Parent, certain Subsidiaries,
Bank of America, N.A., as agent, the Agent, as a lender, and other lenders party
thereto from time to time.

      "Facility" or "Facilities" means any or more of the US Facility and the
Offshore Facility, as the context may require.

      "Facility Guaranty" means a collective reference to one or more of (a)
that certain Guaranty executed by Technitrol Delaware, Inc., a Delaware
corporation, MCS Holdings, Inc., a Delaware corporation, and AMI Doduco
Investors (DE), LLC, a Delaware limited liability company, and delivered to the
Agent, for the benefit of the Agent and the Lenders, as of the Closing Date and
(b) each Guaranty between one or more Guarantors and the Agent (whether now
existing or hereafter delivered in accordance with Section 8.09 hereof) for the
benefit of the Agent and the Lenders, substantially in the form of the Guaranty
described in the foregoing clause (a), delivered pursuant to Section 8.09 of
this Agreement, as any of the foregoing may be from time to time amended,
modified, and/or supplemented.

      "Facility Repayment Date" means such date as all of the following shall
have occurred: (a) the Borrowers shall have permanently terminated the Facility
by payment in full of all Outstandings together with all accrued and unpaid
interest thereon, (b) all Commitments shall have terminated or expired and (c)
the Borrowers shall have fully, finally and irrevocably paid and satisfied in
full all Obligations (other than Obligations consisting of continuing
indemnities and other contingent Obligations of the Borrowers or the Guarantors
that may be owing to the Lenders pursuant to the Loan Documents and expressly
survive termination of this Agreement).

      "Facility Termination Date" means the earliest to occur of (a) the Stated
Maturity Date, or (b) the date of termination of the Lenders' obligations
pursuant to Section 10.01 upon the occurrence of an Event of Default, or (c)
such date as the Borrowers may voluntarily permanently terminate all the
Facilities by termination of all Commitments and payment in full of all
Obligations in accordance with subsection (c) of the definition of Facility
Repayment Date.

      "Federal Funds Effective Rate" means, for any day, the rate per annum
equal to the weighted


                                      -9-
<PAGE>

average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to the
Agent (in its individual capacity) on such day on such transactions as
determined by the Agent.

      "Fiscal Year" means the 12-month period of the Parent commencing on the
day after the last Friday of December each year and ending on the last Friday of
December of the next calendar year.

      "Foreign Benefit Law" means any applicable statute, law, ordinance, code,
rule, regulation, order or decree of any foreign nation or any province, state,
territory, protectorate or other political subdivision thereof regulating,
relating to, or imposing liability or standards of conduct concerning any
pension, retirement, health care, death, disability or other employee benefit
plan.

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

      "Four-Quarter Period" means a period of four full consecutive fiscal
quarters of the Parent and its Subsidiaries, taken together as one accounting
period.

      "Further Taxes" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or similar charges
(excluding income taxes and franchise taxes), and all liabilities with respect
thereto, imposed by any jurisdiction on account of amounts payable or paid
pursuant to Section 5.06 of this Agreement.

      "GAAP" means those generally accepted principles of accounting set forth
in pronouncements of the Financial Accounting Standards Board, the Accounting
Principles Board or the American Institute of Certified Public Accountants or
which have other substantial authoritative support and are applicable in the
circumstances as of the date of a report, as such principles are from time to
time supplemented and amended, subject to compliance at all times with Section
1.02 hereof.

      "Governmental Authority" means any federal, state, municipal, national or
other governmental department, commission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity or officer
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to any government or any court, in each case whether
associated with a state of the United States, the United States, or a foreign
entity or government.

      "Guarantors" means, collectively, (a) each Material Domestic Subsidiary
existing on the Closing Date and (b) any other Person who shall become a
Material Domestic Subsidiary after the Closing Date and shall execute and
deliver to the Agent a Facility Guaranty as provided in Section 8.09 hereof;

      "Hazardous Material" means and includes any hazardous, toxic or dangerous
waste, substance or material, the generation, handling, storage, disposal,
treatment or emission of which is subject to any Environmental Law in effect on
any date.

      "Increase Effective Date" shall have the meaning assigned and ascribed to
such term as set forth in Section 1.03(b) of this Agreement.

      "Indebtedness for Money Borrowed" means, for any Person, (a) all
indebtedness, obligations and liabilities of such Person for money borrowed
which are evidenced by bonds, debentures, notes or other


                                      -10-
<PAGE>

similar instruments and (b) all Capital Leases which have been capitalized in
accordance with GAAP; provided, however, the term "Indebtedness for Money
Borrowed" shall specifically exclude payroll indebtedness and trade indebtedness
incurred in the ordinary course of business (including trade indebtedness
through financial intermediaries) provided such trade indebtedness has a
maturity of less than one year.

      "Interest Expense" for any period means any interest expense accrued for
such period with respect to the Total Funded Debt as determined in accordance
with GAAP.

      "Interest Period" for each LIBOR-Based Loan means a period commencing on
the date such LIBOR-Based Loan is made, Continued or Converted and each
subsequent period commencing on the last day of the immediately preceding
Interest Period for such LIBOR-Based Loan and ending, at the Applicable
Borrower's option, for any LIBOR-Based Loan, on the date one (1), two (2), three
(3), or six (6) months thereafter on the corresponding day of the month as
notified to the Agent in compliance with the provisions of such Facility as set
forth in Articles II and IV of this Agreement, respectively, by at least two (2)
Authorized Representatives of such Borrower prior to the beginning of such
Interest Period; provided that,

            (a) if the Authorized Representatives of such Borrower fails to
      notify the Agent of the length of an Interest Period in compliance with
      the provisions of such Facility as set forth in Article II and Article IV,
      respectively, the LIBOR-Based Loan for which such Interest Period was to
      be determined shall be deemed to be (i) in the case of a US Facility Loan,
      a US Facility Base Rate Loan or (ii) in the case of a Offshore Facility
      Loan, an Offshore Facility Loan with an Interest Period of one month, in
      each case as of the first day thereof;

            (b) if an Interest Period would end on a day which is not a Business
      Day, such Interest Period shall be extended to the next Business Day
      (unless such extension would cause the applicable Interest Period to end
      in the succeeding calendar month, in which case such Interest Period shall
      end on the next preceding Business Day);

            (c) there shall not be more than (A) fifteen (15) Interest Periods
      in effect on any day in respect of US Facility Loans and (B) fifteen (15)
      Interest Periods in effect on any day in respect of Offshore Facility
      Loans;

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

            (e) no Interest Period shall extend past the Facility Termination
      Date.

      "Investment Grade Rating" means a rating of BBB or higher from S&P and a
rating of Baa2 or higher from Moody's.

      "Issuing Bank" means (a) JPMorgan Chase Bank, as issuer of Letters of
Credit under Article III and any successor thereto and (b) any Special Issuing
Bank.

      "Japanese Yen" and "(Y)" means the lawful currency of Japan.

      "Joinder Agreement" has the meaning given to such term in Section 12.16
hereof.

      "JPMorgan" means JPMorgan Chase Bank, a New York state banking
corporation.


                                      -11-
<PAGE>

      "Lender" and "Lenders" means a reference to one or more of (a) the
Revolving Credit Lenders and (b) the Swingline Lender.

      "Letter of Credit" and "Letters of Credit" means one or more of a standby
or commercial letter of credit issued by the Issuing Bank pursuant to Article
III hereof, including any Offshore Letter of Credit, for the account of any
Applicant in favor of a Person advancing credit or securing an obligation on
behalf of such Applicant.

      "Letter of Credit Commitment" means, with respect to each Revolving Credit
Lender, the obligation of such Revolving Credit Lender to acquire Participations
in respect of Letters of Credit and Reimbursement Obligations up to an aggregate
amount at any one time outstanding equal to such Revolving Credit Lender's
Applicable Commitment Percentage of the Total Letter of Credit Commitment as the
same may be increased or decreased from time to time pursuant to this Agreement.

      "Letter of Credit Currency" means each Applicable Currency and any other
freely available currency notified to the Agent and Issuing Bank upon not less
than ten (10) Business Days' prior written notice that in the opinion of the
Required Lenders, in their reasonable discretion, is at such time freely traded
in the offshore interbank foreign exchange markets and is freely transferable
and convertible into US Dollars in the United States currency market.

      "Letter of Credit Facility" means the facility described in Article III
hereof providing for the issuance by the Issuing Bank for the account of the
Applicants of Letters of Credit in an aggregate stated amount at any time
outstanding not exceeding the Total Letter of Credit Commitment minus
outstanding Reimbursement Obligations arising from Letters of Credit.

      "Letter of Credit Outstandings" means, as of any date of determination,
the aggregate US Dollar Equivalent Amount available to be drawn under all
Offshore Letters of Credit, plus the aggregate amount available to be drawn
under all US Letters of Credit, plus the amount of all Reimbursement Obligations
then outstanding.

      "LIBOR" means, for any date of determination with respect to any Interest
Period for an Offshore Rate Loan made under the Offshore Facility, (a) the rate
per annum equal to the rate determined by the Agent to be the offered rate which
appears on the page of the Dow Jones Market Service (formerly known as Telerate)
which displays an average British Bankers Association Interest Settlement Rate
(such page currently being page number 3740 or 3750) for deposits (for delivery
on the first day of such period) with a term equivalent to such period in the
Applicable Currency, determined as of approximately 11:00 A.M. (London, England
time) on such date of determination, or (b) in the event the rate referenced in
the preceding clause (a) does not appear on such page or service or if such page
or service shall cease to be available, the rate per annum equal to the rate
determined by the Agent to be the offered rate on such other page or other
service which displays an average British Bankers Association Interest
Settlement Rate for deposits (for delivery on the first day of such period) with
a term equivalent to such period in the Applicable Currency, determined as of
approximately 11:00 A.M. (London, England time) on such date of determination,
or (c) in the event the rates referenced in the preceding clauses (a) and (b)
are not available, the rate per annum equal to the offered quotation rate to
first class banks in the London interbank market by JPMorgan for deposits (for
delivery on the first day of the relevant period) in the Applicable Currency of
amounts in Same Day Funds comparable to the principal amount of the Offshore
Facility Loan of the Agent for which LIBOR is then being determined with
maturities comparable to such period as of approximately 11:00 A.M. (London,
England time) on such date of determination.

      "LIBOR-Based Loan" means any or all, as the context may require, of
Eurodollar Rate Loans and


                                      -12-
<PAGE>

Offshore Rate Loans.

      "Lien" means any interest in property securing any obligation owed to, or
a claim by, a Person other than the owner of the property, whether such interest
is based on the common law, statute or contract, and including but not limited
to the lien or security interest arising from a mortgage, encumbrance, pledge,
security agreement, conditional sale or trust receipt or a lease, consignment or
bailment for security purposes. ` "Loan" or "Loans" means any of the LIBOR-Based
Loans, US Facility Base Rate Loans, or Swingline Loans, as the context may
require.

      "Loan Documents" means this Agreement, the Notes, the Facility Guaranty,
and all other instruments and documents heretofore or hereafter executed or
delivered to and in favor of any Lenders, the Agent, or the Issuing Bank in
connection with the Loans made, and Letters of Credit issued, under this
Agreement, as the same may be amended, modified or supplemented from time to
time.

      "Loan Party" means each Borrower and each Guarantor.

      "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, or condition (financial or otherwise) of the Parent and
its Subsidiaries taken as a whole or (b) the ability of the Parent or the Loan
Parties taken as a whole to perform their obligations and pay all amounts due
hereunder or (c) the ability of the Agent or any Lender to enforce their rights
under the Loan Documents taken as a whole or to collect any of the Obligations
then due and payable.

      "Material Domestic Subsidiary" means each Material Subsidiary which is a
Domestic Subsidiary; provided, however, that any Material Domestic Subsidiary
hereunder shall cease to be a Material Domestic Subsidiary and shall be released
from its obligation to provide a Facility Guaranty if it or substantially all of
its assets are sold or conveyed in a transaction otherwise permitted under this
Agreement and the approval of the Required Lenders is obtained.

      "Material Subsidiary" means any Domestic Subsidiary of the Parent which
has Net Worth (calculated as of the most recent fiscal period with respect to
which the Agent shall have received financial statements required to be
delivered pursuant to Sections 8.08(a) or (b)) equal to or greater than
$5,000,000.00, exclusive of the value of any Subsidiaries owned by such
Subsidiary, and any Foreign Subsidiary of the Parent which has Net Worth
(calculated as above) equal to or greater than the US Dollar Equivalent Amount
of $5,000,000.00, exclusive of the value of any Subsidiaries owned by such
Subsidiary.

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

      "Multiemployer Plan" means an employee pension benefit plan covered by
Title IV of ERISA and in respect of which the Parent or any ERISA Affiliate is
an "employer" as described in Section 4001(b) of ERISA, which is also a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.

      "Net Worth" means, with respect to the Parent or any Subsidiary as of any
date on which the amount thereof is to be determined, shareholders' equity of
the Parent or such Subsidiary determined in accordance with GAAP.

      "Note" and "Notes" means, collectively, any and all promissory notes that
may be issued by an Applicable Borrower and delivered to a Lender in a Facility
at the request of such Lender, as any of such promissory notes may be from time
to time amended, modified, extended, renewed, substituted, and/or


                                      -13-
<PAGE>

supplemented.

      "Obligations" means the obligations, liabilities and indebtedness of the
Borrowers with respect to (a) the principal and interest on the Loans as
evidenced by the Notes or on the records of the Agent and/or the Offshore
Facility Agent, as applicable, (b) the Reimbursement Obligations, and (c) the
payment and performance of all other fees, indemnities, expenses, obligations,
liabilities and debt of the Borrowers to the Lenders, the Offshore Facility
Agent, the Agent, or the Issuing Bank, under this Agreement, under any one or
more of the other Loan Documents or with respect to the Loans.

      "Offshore Currency" means (a) with respect to any Offshore Facility Loan,
any Applicable Currency other than US Dollars and (b) with respect to any
Offshore Letter of Credit, any Letter of Credit Currency other than US Dollars.

      "Offshore Facility" means (a) the facility described in Article IV hereof
providing for Loans to the Offshore Facility Borrowers by the Revolving Credit
Lenders in the aggregate principal amount of up to the Offshore Facility
Commitment and (b) for the issuance of Offshore Letters of Credit on behalf of
the Offshore Facility Borrowers, by the Special Issuing Bank as described in
Article III hereof.

      "Offshore Facility Advance" means a borrowing under the Offshore Facility
consisting of the aggregate principal amount of an Offshore Rate Loan.

      "Offshore Facility Agent" shall have the meaning assigned and ascribed to
such term as set forth in the preamble to this Agreement.

      "Offshore Facility Alternative Rate" means such rate of interest per annum
determined by the Offshore Facility Agent and the applicable Offshore Facility
Borrower in an Applicable Country as an alternative basis for determining the
rates of interest from time to time (a) applicable to Loans under the Offshore
Facility in the Applicable Country and/or (b) upon which Loans may be maintained
under the Offshore Facility, in each case pursuant to Section 5.02 or Section
5.04 of this Agreement, which rate of interest shall be determined within thirty
(30) days of notification to the Offshore Facility Borrowers in accordance with
the provisions of Section 5.02 or Section 5.04 of this Agreement, as applicable.
If no such alternative basis is agreed upon by the Offshore Facility Agent and
the Offshore Facility Borrowers, the Agent shall certify a reasonable
alternative basis for maintaining Loans under the Offshore Facility that
reflects the Revolving Credit Lenders' cost of funds (a "substitute basis"),
which substitute basis may (without limitation) include alternative interest
periods, alternative currencies or alternative rates of interest but shall
include the Revolving Credit Lenders' cost of funds and the Applicable Margin.

      "Offshore Facility Alternative Rate Loan" means a Offshore Facility Loan
for which the rate of interest is determined by reference to the Offshore
Facility Alternative Rate, solely for purposes of Article V of this Agreement.

      "Offshore Facility Borrower" or "Offshore Facility Borrowers" shall have
the meaning assigned and ascribed to such terms as set forth in the preamble to
this Agreement.

      "Offshore Facility Commitment" means the Revolving Credit Lenders'
commitment to provide Offshore Facility Loans in an aggregate amount equal to
the US Dollar Equivalent Amount of $125,000,000.00 (which principal amount may
be increased by the Borrowers pursuant to the terms, conditions, and provisions
of Section 1.03 of this Agreement).

      "Offshore Facility Loans" means any borrowing pursuant to a Offshore
Facility Advance under the Offshore Facility in accordance with the terms of
Section 4.01 of this Agreement.


                                      -14-
<PAGE>

      "Offshore Facility Outstandings" means, at any date of determination, the
aggregate US Dollar Equivalent amount of (a) the principal amount of all
Offshore Facility Loans outstanding plus (b) the undrawn face amount of all
Offshore Facility Letters of Credit and (c) all Reimbursement Obligations
resulting from Offshore Letters of Credit.

      "Offshore Letter of Credit" and "Offshore Letters of Credit" means one or
more standby or commercial letters of credit denominated in an Offshore Currency
issued by the Issuing Bank pursuant to Article III hereof for the account of any
Applicant in favor of a Person advancing credit or securing an obligation on
behalf of such Applicant.

      "Offshore Rate" means, for the Interest Period for any Offshore Rate Loan,
the rate of interest per annum determined pursuant to the following formula:

          Offshore Rate = Applicable Reference Rate + Applicable Margin

      "Offshore Rate Loan" means an Offshore Facility Loan for which the rate of
interest is determined by reference to the Offshore Rate.

      "Operating Documents" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
the bylaws, operating agreement, partnership agreement, limited partnership
agreement or other applicable documents relating to the operation, governance or
management of such entity.

      "Organizational Action" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
any corporate, organizational or partnership action (including any required
shareholder, member or partner action), or other similar official action, as
applicable, taken by such entity.

      "Organizational Documents" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
the articles of incorporation, certificate of incorporation, articles of
organization, certificate of limited partnership or other applicable
organizational or charter documents relating to the creation of such entity.

      "Other Taxes" means any present or future stamp, court or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery,
performance, enforcement or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents.

      "Parent" shall have the meaning assigned to and ascribed to such term in
the preamble to this Agreement.

      "Participating Member State" means each country which from time to time
becomes a Participating Member State as described in EMU Legislation.

      "Participation" means (a) with respect to the Letter of Credit Facility,
the extension of credit represented by the participation of each Revolving
Credit Lender (other than the Issuing Bank) in the liability of the Issuing Bank
in respect of each Letter of Credit issued by, and each Reimbursement


                                      -15-
<PAGE>

Obligation owing to, the Issuing Bank and (b) with respect to the Swingline, the
extension of credit represented by the participation of each Lender (other than
the Swingline Lender) in the liability of the Swingline Lender in respect of
each Swingline Loan made by the Swingline Lender, and, in any case, in
accordance with the terms of Sections 2.01(b)(vi), 2.13, and 3.02(c) of this
Agreement, as applicable, and "Participate" and "Participant" shall have
correlative meanings.

      "PBGC" means the Pension Benefit Guaranty Corporation and any successor
thereto.

      "Pension Plan" means any employee pension benefit plan within the meaning
of Section 3(2) of ERISA, other than a Multiemployer Plan, which is subject to
the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is
maintained for employees of the Parent or any of its ERISA Affiliates or is
assumed by the Parent or any of its ERISA Affiliates in connection with any
acquisition or (b) has at any time been maintained for the employees of the
Parent or any current or former ERISA Affiliate.

      "Permitted Acquisition" means any Acquisition in connection with which
each of the following is true: (a) the Person to be (or whose assets are to be)
acquired does not oppose such Acquisition and the line or lines of business of
the Person to be acquired are, in the reasonable judgment of the Parent,
substantially similar to, or ancillary or complementary to, one or more line or
lines of business conducted by the Parent or any of its Subsidiaries, (b) no
Default or Event of Default is in existence at the time of the consummation of
such Acquisition or would exist after giving effect thereto, and the Parent
shall deliver to the Agent a certificate signed by its chief executive officer,
its controller/chief accounting officer or its treasurer stating that such
condition precedent has been fulfilled; (c) the Parent shall deliver to the
Agent such updated schedules to this Agreement as may be required to make such
schedules accurate in light of such Acquisition, (d) the Person acquired shall
be or become a Consolidated Subsidiary, or be merged into the Parent or a
Consolidated Subsidiary, immediately upon consummation of the Acquisition (or if
assets are being acquired, the acquiror shall be the Parent or a Consolidated
Subsidiary), (e) the Parent shall deliver to the Agent a certificate signed by
its chief executive officer, its controller/chief accounting officer, or its
treasurer, certifying as to such officer's good faith belief that the financial
covenants contained in Section 9.15 hereof will continue to be met for the first
four (4) full fiscal quarters following the consummation of such Acquisition, to
which shall be attached computations as to such financial covenants, and (f) if
the aggregate principal amount of any Loan(s) made available to the Parent and
its Subsidiaries hereunder in connection with such Acquisition is equal to or
greater than US $100,000,000.00, the Required Lenders shall have consented in
writing to the consummation of such Acquisition.

      "Person" means an individual, limited liability company, partnership,
corporation, trust, unincorporated organization, association, joint venture or
other entity or a government or agency or political subdivision thereof.

      "Pricing Grid" means:

<TABLE>
<CAPTION>
                                                   Applicable Margin             Applicable Margin
                                                          for                  for LIBOR-Based Loans
         Tier              Debt Ratio               Commitment Fee           and Letter of Credit Fees
         ----              ----------               --------------           -------------------------
<S>                        <C>                          <C>                             <C>
         I                 Less than or equal           0.175%                          0.750%
                           to 1.00 to 1.00

         II                Less than or equal           0.200%                          0.875%
                           to 1.50 to 1.00 but
</TABLE>


                                      -16-
<PAGE>

<TABLE>
<S>                                                     <C>                             <C>
                           greater than 1.00 to
                           1.00

         III               Less than or equal           0.250%                          1.000%
                           to 2.00 to 1.00 but
                           greater than 1.50 to
                           1.00

         IV                Less than or equal           0.275%                          1.250%
                           to 2.50 to 1.00 but
                           greater than 2.00 to
                           1.00

         V                 Greater than 2.50 to         0.300%                          1.500%
                           1.00
</TABLE>

            The Applicable Margin and the Commitment Fee shall be established
      based upon the Debt Ratio at the end of each fiscal quarter of the
      Borrower (each, a "Determination Date"). Any change in the Applicable
      Margin or the Commitment Fee following each Determination Date shall be
      determined based upon the computations set forth in the certificate
      furnished to the Agent pursuant to Section 8.08(d) of this Agreement,
      subject to review and approval of such computations by the Agent, and
      shall be effective commencing on the fifth (5th) Business Day following
      the date such certificate is received until the fifth (5th) Business Day
      following the date on which a new certificate is delivered or is required
      to be delivered, whichever shall first occur. From the Closing Date to the
      fifth (5th) Business Day following the date the certificate referred to in
      the preceding sentence for the fiscal period ended as at the first
      Determination Date is delivered or is required to be delivered (whichever
      shall first occur), the Applicable Margin and the Commitment Fee shall be
      Tier I. Notwithstanding the provisions of the two preceding sentences, if
      the Borrower shall fail to deliver any such certificate within the time
      period required by Section 8.08(d) of this Agreement, then the Applicable
      Margin and the Commitment Fee shall remain at the Tier indicated by the
      most recently delivered certificate until such new certificate is
      delivered and if the Applicable Margin and the Commitment Fee would have
      been set at a higher Tier during the period of non-delivery of the
      certificate, the Parent shall pay to the Agent all amounts which have
      accrued hereunder had such certificate been delivered on time.

      "Principal Office" means the principal office of (a) the Agent located at
277 Park Avenue, 22nd Floor, New York, New York 10172, or such other office and
address within the United States as the Agent may from time to time designate
and/or (b) the Offshore Facility Agent located at 125 London Wall, London, EC2Y
5AJ, or such other office and address within the United Kingdom as the Offshore
Facility Agent may from time to time designate.

      "Prohibited Transaction" means a transaction in connection with which the
Parent or any of its ERISA Affiliates could be subject to a material civil
penalty imposed pursuant to Section 502(I) of ERISA or a material tax penalty
imposed pursuant to Section 4975 of the Code.

      "Register" shall have the meaning therefor set forth in Section 12.01(b)
of this Agreement.

      "Regulation D" means Regulation D of the Board as the same may be amended
or supplemented from time to time.

      "Regulatory Change" means any change effective after the Closing Date in
United States federal


                                      -17-
<PAGE>

or state laws or regulations (including Regulation D and capital adequacy
regulations), English laws or regulations, or other foreign laws or regulations
or the adoption or making after such date of any interpretations, directives or
requests applying to a class of banks, which includes any of the Lenders, under
any United States federal or state, English, or other foreign laws or
regulations (whether or not having the force of law) by any court or
governmental or monetary authority charged with the interpretation or
administration thereof or compliance by any Lender with any request or directive
regarding capital adequacy, whether or not having the force of law, whether or
not failure to comply therewith would be unlawful and whether or not published
or proposed prior to the Closing Date.

      "Reimbursement Obligation" means at any time, as applicable, the
obligation of the Borrowers with respect to any Letter of Credit to reimburse
the Issuing Bank and the Revolving Credit Lenders to the extent of their
respective Participations (including by the receipt by the Issuing Bank of
proceeds of Loans pursuant to Section 2.01(b)(vi) of this Agreement) for amounts
theretofore paid by the Issuing Bank pursuant to a drawing under such Letter of
Credit.

      "Reportable Event" means a reportable event described in Section 4043 of
ERISA and the regulations thereunder for which the notice requirement has not
been waived by applicable regulation.

      "Required Lenders" means, as of any date, (a) at all times other than
following the occurrence and during the continuation of an Event of Default,
Lenders on such date, having Commitments under the Facilities aggregating more
than fifty percent (50%) of the Total Commitment on such date, and (b) at all
times following the occurrence and during the continuation of an Event of
Default, Lenders on such date, without distinction or preference as between any
of the Facilities, having Credit Exposures aggregating more than fifty percent
(50%) of the Aggregate Credit Exposure on such date.

      "Restricted Lender" shall have the meaning therefor set forth in Section
5.07 of this Agreement.

      "Revolving Credit Lender" or "Revolving Credit Lenders" shall have the
meaning assigned and ascribed to such term as set forth in the preamble to this
Agreement.

      "Sale and Leaseback Transaction" shall have the meaning set forth in
Section 9.05 of this Agreement.

      "Same Day Funds" means (a) with respect to disbursements and payments in
US Dollars, immediately available funds, and (b) with respect to disbursements
and payments in an Offshore Currency, same day or other funds as may be
determined by the Agent to be customary in the Applicable Country for the
settlement of international banking transactions in such Offshore Currency.

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

      "SEC" means the Securities and Exchange Commission or any successor entity
thereof.

      "Solvent" means, when used with respect to any Person, that at the time of
determination:

            (a) the fair value of its assets (both at fair valuation and at
      present fair saleable value on an orderly basis) is in excess of the total
      amount of its liabilities, including, without limitation, contingent
      obligations; and

            (b) it is then able and expects to be able to pay its debts as they
      mature; and

            (c) it has capital sufficient to carry on its business as conducted
      and as proposed to


                                      -18-
<PAGE>

      be conducted.

      "Special Issuing Bank" means any Revolving Credit Lender (including,
without limitation, JPMorgan as issuer of Letters of Credit under Article III
hereof and any successor thereto) agreeing to become an Issuing Bank for
Offshore Letters of Credit issued under Article III hereof after being
designated by the Parent and approved by the Agent as an issuer of Offshore
Letters of Credit in one or more Letter of Credit Currencies and any successor
thereto.

      "Spot Rate of Exchange" means in determining the US Dollar Equivalent
Amount of a specified amount of any Applicable Currency or Letter of Credit
Currency as of any date, the spot rate of exchange determined by the Agent in
accordance with its usual procedures for the purchase by the Agent of US Dollars
with such Applicable Currency or Letter of Credit Currency at approximately
11:00 A.M. (New York, New York time) with respect to any Letter of Credit
Currency, and 11:00 A.M. (London, England time) with respect to any Applicable
Currency, on the Business Day that is two (2) Business Days prior to such date.

      "Stated Maturity Date" means June 16, 2007.

      "Subsidiary" and "Subsidiaries" means any Person or Persons in which more
than fifty percent (50%) of its or their outstanding voting stock or rights or
more than fifty percent (50%) of all voting equity interests is or are owned
directly or indirectly by the Parent.

      "Substitute Base Rate Loans" shall have the meaning therefor set forth in
Section 5.04 of this Agreement.

      "Swingline" means the revolving credit facility made available by the
Swingline Lender pursuant to Section 2.13 of this Agreement.

      "Swingline Borrowing" means a borrowing of a Swingline Loan pursuant to
Section 2.13 of this Agreement.

      "Swingline Lender" means JPMorgan in its capacity as provider of Swingline
Loans, or any successor swingline lender hereunder.

      "Swingline Loan" and "Swingline Loans" shall have the meaning specified in
Section 2.13(a) of this Agreement.

      "Swingline Loan Notice" means a notice of a Swingline Borrowing pursuant
to Section 2.13(b) of this Agreement, which, if in writing, shall be
substantially in the form of Exhibit G attached hereto.

      "Swingline Sublimit" means an amount equal to the lesser of (a)
$10,000,000.00 and (b) the Total Commitment. The Swingline Sublimit is part of,
and not in addition to, the Total Commitment.

      "Syndication Agent" shall have the meaning assigned and ascribed to such
term in the preamble to this Agreement.

      "Taxes" means any and all present or future taxes, levies, assessments,
imposts, duties, deductions, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of each Lender, the
Offshore Facility Agent and the Agent, respectively, franchise taxes and other
taxes imposed on or measured by its income by the jurisdiction (or any political
subdivision thereof) under the laws which such Lender, the Offshore Facility
Agent or the Agent, as the case may be, is


                                      -19-
<PAGE>

organized or maintains an office.

      "Tech Singapore" means Technitrol Singapore Holdings Pte. Ltd.

      "Termination Event" means: (a) a Reportable Event; or (b) the withdrawal
of the Parent or any ERISA Affiliate from a Pension Plan during a plan year in
which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA
or was deemed such under Section 4062(e) of ERISA which could result in any
liability of the Parent or any ERISA Affiliate to the PBGC; or (c) the
termination of a Pension Plan, the filing of a notice of intent to terminate a
Pension Plan or the treatment of a Pension Plan amendment as a termination under
Section 4041 of ERISA; or (d) the institution of proceedings to terminate a
Pension Plan by the PBGC; or (e) any other event or condition which would
constitute grounds under Section 4042(a) of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan; or (f) the partial or
complete withdrawal of the Parent or any ERISA Affiliate from a Multiemployer
Plan; or (g) the imposition of a Lien pursuant to Section 412 of the Code or
Section 302 of ERISA which would result in the imposition of liability under
Section 4021 of ERISA; or (h) any event or condition which results in the
reorganization or insolvency of a Multiemployer Plan under Section 4241 or
Section 4245 of ERISA, respectively; or (i) any event or condition which results
in the termination of a Multiemployer Plan under Section 4041A of ERISA or the
institution by the PBGC of proceedings to terminate a Multiemployer Plan under
Section 4042 of ERISA; or (j) any event or condition with respect to any
Employee Benefit Plan which is regulated by any Foreign Benefit Law that results
in such Employee Benefit Plan's termination or the revocation of the Employee
Benefit Plan's authority to operate under the applicable Foreign Benefit Law.

      "Total Commitment" means an amount equal to US $125,000,000.00, which
shall include the US Facility Outstandings, the Total Letter of Credit
Commitment, the Offshore Facility Commitment, and the Swingline Sublimit, as
reduced from time to time in accordance with Section 2.07 and as such principal
amount may be increased by the Borrowers pursuant to the terms, conditions, and
provisions of Section 1.03 of this Agreement.

      "Total Funded Debt" means all current outstandings under demand and
overdraft facilities, plus the current portion of long term debt and Capital
Leases plus all Debt that has a final maturity more than one year after the date
of issuance thereof (or which is convertible, renewable or extendable into an
obligation with such final maturity) including all final and serial maturities,
prepayments and sinking fund payments required to be made within one year of the
date of calculation (notwithstanding the fact that any portion thereof may also
be included in current liabilities under GAAP) calculated in accordance with
GAAP.

      "Total Letter of Credit Commitment" means the US Dollar Equivalent Amount
of US $15,000,000.00.

      "Total Liabilities" means all obligations and indebtedness required by
GAAP to be included on a balance sheet as liabilities.

      "Total Outstandings" means, collectively, the US Facility Outstandings and
the Offshore Facility Outstandings, and individually any of the foregoing as the
context may require.

      "Type" means any type of Loan (i.e., a US Facility Base Rate Loan,
Eurodollar Rate Loan, Offshore Rate Loan) or any type of Letter of Credit issued
hereunder.

      "US Dollar Equivalent Amount" means (a) with respect to an amount
denominated in US Dollars, such amount and (b) with respect to any specified
amount denominated in any Applicable Currency or


                                      -20-
<PAGE>

Letter of Credit Currency other than US Dollars, the amount of US Dollars into
which such amount of such other Applicable Currency or Letter of Credit Currency
would be converted, based on the applicable Spot Rate of Exchange.

      "US Dollars" or "US $" means dollars constituting legal tender for the
payment of public and private debts in the United States of America.

      "US Facility" means (a) the facility described in Article II hereof
providing for Loans to the US Facility Borrowers by the Revolving Credit Lenders
in the aggregate principal amount of up to the Total Commitment and (b) for the
issuance of US Letters of Credit on behalf of the US Facility Borrowers by the
Issuing Bank as described in Article III hereof.

      "US Facility Advance" means a borrowing under the US Facility consisting
of the aggregate principal amount of a US Facility Base Rate Loan or a
Eurodollar Rate Loan, as the case may be.

      "US Facility Base Rate" means, for any day, the rate per annum equal to
the higher of (a) the Federal Funds Effective Rate for such day plus fifty basis
points (0.50%) and (b) the US Prime Rate for such day. Any change in the US
Facility Base Rate resulting from a change in the US Prime Rate or the Federal
Funds Effective Rate shall become effective on the effective date of such change
in the US Prime Rate or the Federal Funds Effective Rate.

      "US Facility Base Rate Loan" means a US Facility Loan for which the rate
of interest is determined by reference to the US Facility Base Rate and includes
without limitation all US Facility Base Rate Refunding Loans.

      "US Facility Base Rate Refunding Loan" means a US Facility Base Rate Loan
made pursuant to Section 2.01(b)(vi) hereof to satisfy Reimbursement Obligations
arising from a drawing under a US Letter of Credit.

      "US Facility Borrower" or "US Facility Borrowers" shall have the meaning
assigned to and ascribed to such terms as set forth in the preamble to this
Agreement.

      "US Facility Loans" means any borrowing pursuant to a US Facility Advance
under the US Facility in accordance with the terms of Section 2.01 hereof.

      "US Facility Outstandings" means, at any date of determination, the
aggregate amount of all outstanding US Facility Loans plus all outstanding US
Letters of Credit plus all Reimbursement Obligations resulting from US Letters
of Credit plus all Swingline Loans.

      "US Letter of Credit" and "US Letters of Credit" means one or more Letters
of Credit denominated in US Dollars.

      "US Prime Rate" means the per annum rate of interest established from time
to time by the Agent as its prime rate, which rate may not be lowest rate
charged by the Agent to its customers.

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


                                      -21-
<PAGE>

      1.02 Rules of Interpretation.

      (a) Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Parent notifies the Agent that
the Parent requests an amendment to Section 9.15 or any defined term used
therein to eliminate the effect of any change (a "Change in GAAP") occurring
after the date hereof in GAAP or in the application thereof on the operation of
such provision (or if the Agent notifies the Parent within sixty (60) days of
the effective date of any Change in GAAP that the Required Lenders request an
amendment to Section 9.15 or any defined term used therein for such purpose),
then the Parent and the Agent shall negotiate in good faith to agree to amend
such Section and defined terms to eliminate the effect of such Change in GAAP,
provided further, however, that until such amendment is agreed to, or if no such
agreement is reached, such Section and defined terms shall be interpreted on the
basis of GAAP as in effect and applied immediately before such Change in GAAP.

      (b) The headings, subheadings and table of contents used herein or in any
other Loan Document are solely for convenience of reference and shall not
constitute a part of any such document or affect the meaning, construction or
effect of any provision thereof.

      (c) Except as otherwise expressly provided, references herein to articles,
sections, paragraphs, clauses, annexes, appendices, exhibits and schedules are
references to articles, sections, paragraphs, clauses, annexes, appendices,
exhibits and schedules in or to this Agreement.

      (d) All definitions set forth herein or in any other Loan Document shall
apply to the singular as well as the plural form of such defined term, and all
references to the masculine gender shall include reference to the feminine or
neuter gender, and vice versa, as the context may require.

      (e) When used herein or in any other Loan Document, words such as
"hereunder", "hereto", "hereof" and "herein" and other words of like import
shall, unless the context clearly indicates to the contrary, refer to the whole
of the applicable document and not to any particular article, section,
subsection, paragraph or clause thereof.

      (f) References to "including" means including without limiting the
generality of any description preceding such term.

      (g) Any reference to an officer of any Borrower or any other Person by
reference to the title of such officer shall be deemed to refer to each other
officer of such Person, however titled, exercising the same or substantially
similar functions.

      (h) All references to any agreement or document as amended, modified or
supplemented, or words of similar effect, shall mean such document or agreement,
as the case may be, as amended, modified or supplemented from time to time only
as and to the extent permitted therein and in the Loan Documents.

      (i) "Wholly owned" with reference to a Subsidiary without regard to
director's qualifying shares and other shares in de minimus amounts required to
be held by other Persons under applicable law.


                                      -22-
<PAGE>

      1.03 Increase in Total Commitment.

      (a) Provided no Default or Event of Default then exists, upon written
notice to the Agent (which shall promptly notify the Revolving Credit Lenders in
writing), the Borrowers may request one or more increases in the Total
Commitment by an amount not to exceed US $75,000,000.00; provided that any such
request for an increase shall be in a minimum amount of US $25,000,000.00. At
the time of sending such notice, the Borrowers (in consultation with the Agent)
shall specify the time period within which each Revolving Credit Lender is
requested to respond (which shall in no event be less than ten (10) Business
Days from the date of delivery of such notice to the Revolving Credit Lenders).
Each Revolving Credit Lender shall notify the Agent within such time period
whether or not it agrees to increase its Commitment and, if so, whether by an
amount equal to, greater than, or less than its Applicable Commitment Percentage
of such requested increase. Any Revolving Credit Lender not responding within
such time period shall be deemed to have declined to increase its Commitment.
The Agent shall promptly notify the Borrowers and each Revolving Credit Lender
of such Revolving Credit Lenders' responses to each request made hereunder. To
achieve the full amount of a requested increase, the Borrowers may also invite
additional Eligible Assignees to become Revolving Credit Lenders, which consent
shall not be unreasonably withheld by the Agent, pursuant to a joinder agreement
in form and substance satisfactory to the Agent and its counsel.

      (b) If the Total Commitment is increased in accordance with this Section
1.03, the Borrowers, in consultation with the Agent, shall determine the
effective date (the "Increase Effective Date") and the final allocation of such
increase. The Agent shall promptly notify the Borrowers and the Revolving Credit
Lenders of the final allocation of such increase and the Increase Effective
Date. As a condition precedent to such increase, the Borrowers shall deliver to
the Agent a certificate of each Borrower and each Guarantor, dated as of the
Increase Effective Date (with sufficient originals for each Revolving Credit
Lender), signed by at least two (2) Authorized Representatives (i) certifying
and attaching the resolutions adopted by such Borrower or Guarantor, as
applicable, approving or consenting to such increase, and (ii) in the case of
the Borrowers, certifying that, before and after giving effect to such increase,
(A) the representations and warranties contained in this Agreement and in the
other Loan Documents are true and correct on and as of the Increase Effective
Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Section 1.03, the
representations and warranties in this Agreement which make reference to
financial statements shall be deemed to refer to the most recent statements
furnished pursuant to the terms hereof, and (B) no Default or Event of Default
then exists.

      (c) This Section 1.03 shall supersede any provisions in Sections 2.06 or
12.06 of this Agreement to the contrary.


                                      -23-
<PAGE>

                                   ARTICLE II

                                 The US Facility

      2.01 Advances.

      (a) Commitment. Subject to the terms and conditions of this Agreement,
each Revolving Credit Lender severally agrees to make US Facility Advances in US
Dollars to any US Facility Borrower from time to time from the Closing Date
until the day immediately preceding the Facility Termination Date, on a pro rata
basis as to the total borrowing requested by such US Facility Borrower on any
day determined by such Revolving Credit Lender's Applicable Commitment
Percentage, in an aggregate principal amount up to but not exceeding the
Commitment of such Revolving Credit Lender; provided, however, that the
Revolving Credit Lenders will not be required and shall have no obligation to
make any US Facility Advance (i) so long as a Default or an Event of Default has
occurred and is continuing or (ii) if the Revolving Credit Lenders have
accelerated the maturity of the Obligations as a result of an Event of Default;
provided, further, however, that immediately after giving effect to each such US
Facility Advance, the Total Outstandings shall not exceed the Total Commitment.
Within such limits, the US Facility Borrowers may borrow, repay and reborrow US
Facility Loans hereunder, on a Business Day, from the Closing Date until, but
(as to borrowings and reborrowings) not including, the Facility Termination
Date; provided, however, that (A) no Eurodollar Rate Loan shall be made which
has an Interest Period that extends beyond the Stated Maturity Date and (B) each
Eurodollar Rate Loan may be repaid only on the last day of the Interest Period
with respect thereto, unless such payment is accompanied by the additional
payment, if any, due under Section 5.05 hereof. The US Facility Borrowers agree
that if at any time the US Facility Outstandings shall exceed the Total
Commitment, the US Facility Borrowers shall immediately repay a principal amount
of the outstanding US Facility Loans such that, as a result of such reduction,
the Total Commitment shall equal or exceed the Total Outstandings.

      (b) Amounts, Advances and Rate Selection.

            (i) The principal amount outstanding on any US Facility Loan shall
      be recorded in the Agent's records in US Dollars, based on the amount of
      any US Facility Advance as reduced from time to time by the amount of any
      principal payments with respect to such US Facility Loan. In the event a
      US Facility Loan is Continued or Converted pursuant to Section 2.08, such
      election shall be treated as a US Facility Advance for purposes of this
      Section 2.01. There shall be no more than fifteen (15) Eurodollar Rate
      Loans outstanding at any one time under the US Facility.

            (ii) Other than US Facility Base Rate Refunding Loans, each US
      Facility Loan and each Continuation and Conversion under Section 2.08
      shall be (A) in the case of Eurodollar Rate Loans, in an amount not less
      than US $1,000,000.00 and if greater in integral multiples of US
      $500,000.00, and (B) in the case of US Facility Base Rate Loans in an
      amount not less than US $1,000,000.00, and, if greater, an integral
      multiple of US $500,000.00.

            (iii) For each US Facility Advance (other than US Facility Base Rate
      Refunding Loans) at least two (2) Authorized Representatives shall give
      the Agent (A) at least three (3) Business Days' irrevocable telefacsimile
      notice prior to 11:00 A.M. (New York, New York time) of each Eurodollar
      Rate Loan representing a borrowing or Continuation or Conversion hereunder
      and (B) irrevocable telefacsimile notice of each US Facility Base Rate
      Loan representing a borrowing or Continuation or Conversion hereunder
      prior to 11:00 A.M. (New York, New York time) on the day of such proposed
      US Facility Base Rate Loan. Each such notice shall be in the


                                      -24-
<PAGE>

      form of a Borrowing Notice in the form attached hereto as Exhibit D-1,
      which shall be effective upon receipt by the Agent, and shall specify the
      Type of Loan, amount of the US Facility Advance to be made, the date of
      borrowing and the Interest Period (if a Eurodollar Rate Loan) to be used
      in the computation of interest. Neither the Agent nor any Revolving Credit
      Lender shall incur any liability to any US Facility Borrower in acting
      upon any notice referred to above which the Agent believes in good faith
      to have been given by at least two (2) Authorized Representatives of any
      US Facility Borrower or for otherwise acting in good faith, and upon
      funding of US Facility Loans by any Revolving Credit Lender in accordance
      with this Agreement pursuant to any such notice, the US Facility Borrowers
      shall have effected US Facility Loans hereunder. A Borrowing Notice for a
      Eurodollar Rate Loan shall be irrevocable, and the US Facility Borrower
      shall be bound to make a borrowing in accordance therewith, unless such US
      Facility Borrower pays to the Revolving Credit Lenders such amounts as may
      be due under Section 5.05 hereof for failure of a borrowing of a
      Eurodollar Rate Loan to occur on the date specified therefor in the
      related Borrowing Notice. The duration of the initial Interest Period for
      each US Facility Loan shall be as specified in the initial Borrowing
      Notice. The US Facility Borrowers shall have the option to elect the
      duration of any subsequent Interest Periods and to Continue or Convert the
      US Facility Loans in accordance with Section 2.08 hereof. If the Agent
      does not receive a notice of election of the duration of an Interest
      Period or of the Conversion of a Loan by the time prescribed hereby and by
      Section 2.08 hereof, the US Facility Borrowers shall be deemed to have
      elected to Convert such Loan to or Continue such Loan as a US Facility
      Base Rate Loan until the US Facility Borrowers notify the Agent in
      accordance with Section 2.08 hereof.

            (iv) Notice of receipt of each Borrowing Notice in respect of US
      Facility Loans, together with the amount of each Revolving Credit Lender's
      portion of an Advance requested thereunder and the applicable interest
      rate, shall be provided by the Agent to each Revolving Credit Lender by
      telefacsimile with reasonable promptness, but (provided the Agent shall
      have received such notice by 11:00 A.M. (New York, New York time), not
      later than 12:00 noon (New York, New York time) on the same day as the
      Agent's receipt of such notice from the US Facility Borrowers.

            (v) Each Revolving Credit Lender shall, pursuant to the terms and
      subject to the conditions of this Agreement, not later than 1:00 P.M. (New
      York, New York time) on the date specified for such US Facility Advance,
      make the amount of the US Facility Advance or Advances to be made by it on
      such day available to the applicable US Facility Borrower by depositing or
      transferring the proceeds thereof in US Dollars and in Same Day Funds to
      the Agent at its Principal Office. The amount so received by the Agent
      shall, subject to the terms of this Agreement, be made available to the
      applicable US Facility Borrower by deposit of the proceeds to an account
      of such US Facility Borrower maintained at the Principal Office or
      otherwise as shall be directed in the applicable Borrowing Notice.

            (vi) Notwithstanding the foregoing, if a drawing is made under any
      Letter of Credit, such drawing is honored by the Issuing Bank, and neither
      Applicant shall immediately fully reimburse the Issuing Bank on the same
      Business Day in respect of such drawing from other funds available to the
      Applicants, (A) provided that the conditions to making a US Facility Loan
      as herein provided shall then be satisfied, the US Dollar Equivalent
      Amount of the Reimbursement Obligation arising from such drawing shall be
      paid to the Issuing Bank by the Agent without the requirement of notice to
      or from either Applicant from immediately available funds which shall be
      advanced as a US Facility Base Rate Refunding Loan in US Dollars to the
      Agent at its Principal Office by each Revolving Credit Lender in a US
      Dollar Equivalent Amount equal to such Revolving Credit Lender's
      Applicable Commitment Percentage of such


                                      -25-
<PAGE>

      Reimbursement Obligation, and (B) if the conditions to making a US
      Facility Loan as herein provided shall not then be satisfied, each of the
      Revolving Credit Lenders shall fund by payment to the Agent (for the
      benefit of the Issuing Bank) at its Principal Office in immediately
      available funds in US Dollars the purchase from the Issuing Bank of its
      respective Participation in the related Reimbursement Obligation based on
      its respective Applicable Commitment Percentage of the Total Letter of
      Credit Commitment. If a drawing is presented under any Letter of Credit in
      accordance with the terms thereof and neither Applicant shall immediately
      reimburse the Issuing Bank in respect thereof on the same Business Day,
      then notice of such drawing or payment shall be provided promptly by the
      Issuing Bank to the Agent and the Agent shall provide notice to each
      Revolving Credit Lender by telephone or telefacsimile transmission. If
      notice to the Revolving Credit Lenders of a drawing under any Letter of
      Credit is given by the Agent at or before 12:00 noon (New York, New York
      time) on any Business Day, each Revolving Credit Lender shall either make
      a US Facility Base Rate Refunding Loan or fund the purchase of its
      Participation as specified above in the US Dollar Equivalent Amount of
      such Revolving Credit Lender's Applicable Commitment Percentage of such
      drawing or payment and shall pay such amount to the Agent for the account
      of the Issuing Bank at the Principal Office in US Dollars and in
      immediately available funds before 4:00 P.M. (New York, New York time) on
      the same Business Day. If such notice to the Revolving Credit Lenders is
      given by the Agent after 12:00 noon (New York, New York time) on any
      Business Day, each Revolving Credit Lender shall either make such US
      Facility Base Rate Refunding Loan or fund such purchase before 12:00 noon
      (New York, New York time) on the next following Business Day.

      2.02 Payment of Interest.

      (a) The US Facility Borrowers shall pay interest to the Agent for the
account of each Revolving Credit Lender on the outstanding and unpaid principal
amount of each US Facility Loan made by such Revolving Credit Lender for the
period commencing on the date of such US Facility Loan until such Loan shall be
paid, Continued or Converted, as the case may be, at the then applicable US
Facility Base Rate for US Facility Base Rate Loans or applicable Eurodollar Rate
for Eurodollar Rate Loans, such payments to be made in US Dollars; provided,
however, that if any Event of Default shall have occurred and be continuing, all
amounts outstanding hereunder shall bear interest thereafter at the Default
Rate.

      (b) Interest on each US Facility Loan shall be computed on the basis of a
year of 360 days and calculated for the actual number of days elapsed. Interest
on each US Facility Loan shall be paid (i) quarterly in arrears on the last
Business Day of every third (3rd) month, commencing June 30, 2004, for each US
Facility Base Rate Loan, (ii) on the last day of the applicable Interest Period
for each Eurodollar Rate Loan and, if the Interest Period extends for more than
three months, also at intervals of three (3) months after the first (1st) day of
the Interest Period and (iii) upon payment in full of the principal amount of
each such Loan. Interest on amounts not paid when due shall be payable on
demand.

      2.03 Payment of Principal. The principal amount of each US Facility Loan
shall be due and payable to the Agent for the benefit of each Revolving Credit
Lender in full on the earlier to occur of (a) the Facility Repayment Date or (b)
the Facility Termination Date. The principal amount of any US Facility Base Rate
Loan may be prepaid in whole or in part at any time. The principal amount of any
Eurodollar Rate Loan may be prepaid only at the end of the applicable Interest
Period unless the US Facility Borrowers shall pay to the Agent for the account
of the Revolving Credit Lenders the additional amount, if any, required under
Section 5.05 hereof. All prepayments of US Facility Loans made by the US
Facility Borrower shall be in the amount of (i) US $1,000,000.00, or (ii) such
greater amount which is an integral multiple of US $500,000.00, or (iii) the
amount equal to all US Facility Outstandings, or (iv) such other amount as
necessary to comply with Section 2.01(a) and/or Section 2.07 of this Agreement.


                                      -26-
<PAGE>

      2.04 Manner of Payment.

      (a) Each payment of principal (including any prepayment) and payment of
interest and fees in respect of US Facility Loans, and any other amount required
to be paid to the Revolving Credit Lenders or the Issuing Bank with respect to
the US Facility Loans, US Letters of Credit or Reimbursement Obligations, shall
be made to the Agent at its Principal Office, for the account of each Revolving
Credit Lender's or the Issuing Bank's Applicable Lending Office, respectively.
Each such payment shall be made in US Dollars and in Same Day Funds before 12:00
noon (New York, New York time) on the date such payment is due. The Agent may,
but shall not be obligated to, debit the amount of any such payment which is not
made by such time to any ordinary deposit account, if any, of any US Facility
Borrower with the Agent. The US Facility Borrowers shall give the Agent prior
telephonic notice of any payment of principal, such notice to be given by not
later than 11:00 A.M. (New York, New York time), on the date of such payment.

      (b) The Agent shall deem any payment by or on behalf of the US Facility
Borrowers hereunder that is not made both (i) in US Dollars and in Same Day
Funds and (ii) prior to 12:00 noon (New York, New York time) to be a
non-conforming payment. Any such payment shall not be deemed to be received by
the Agent until the later of (x) the time such funds become available funds and
(y) the next Business Day. The Agent shall give prompt telephonic notice to the
applicable Authorized Representative and each of the Revolving Credit Lenders
(confirmed in writing) if any payment is non-conforming. Any non-conforming
payment may constitute or become a Default or Event of Default in accordance
with the terms of Section 10.01(a) and Section 10.01(b) hereof. Interest shall
continue to accrue on any principal as to which a non-conforming payment is made
until such funds become available funds (but in no event less than the period
from the date of such payment to the next succeeding Business Day) at the
Default Rate or the maximum rate permitted by applicable law, whichever is
lower, from the date such amount was due and payable until the date such amount
is paid in full.

      (c) In the event that any payment hereunder or under the US Facility Loans
becomes due and payable on a day other than a Business Day, then such due date
shall be extended to the next succeeding Business Day unless otherwise provided
under clause (ii) of the definition of "Interest Period"; provided that interest
shall continue to accrue during the period of any such extension.

      2.05 Notes; Evidence of Indebtedness.

      (a) US Facility Loans made by each Revolving Credit Lender shall be
evidenced by a revolving Note payable to the order of such Revolving Credit
Lender in the respective amount of its Applicable Commitment Percentage of the
Total Commitment, which Note shall be dated the Closing Date or a later date
pursuant to an Assignment and Acceptance and shall be duly completed, executed
and delivered by the US Facility Borrowers. Notwithstanding the aggregate
maximum principal amounts of all of said Notes, at no time shall the US Facility
Outstandings exceed the Total Commitment.

      (b) Each US Facility Borrower hereby authorizes each Revolving Credit
Lender and the Agent to record, from time to time, in its records, (i) the date
and amount of each US Facility Loan, the interest rates payable by the US
Facility Borrowers in respect of each US Facility Loan and any Interest Period
applicable thereto, (ii) the dates and amounts of all payments received by such
Revolving Credit Lender on account of principal, interest and fees, and (iii)
the amount of all US Facility Loans which remain payable by the US Facility
Borrowers to such Revolving Credit Lender. All amounts and other information so
recorded shall be prima facie evidence thereof. The failure to record, or any
error in recording, any such amount or other information shall not limit or
impair the obligations of the US Facility Borrowers hereunder or under any Loan
Document.


                                      -27-
<PAGE>

      2.06 Pro Rata Payments. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the US Facility Loans,
Reimbursement Obligations, and/or Swingline Loans as to which the Revolving
Credit Lenders have funded their respective Participations which remain
outstanding shall be made to the Agent for the account of the Revolving Credit
Lenders pro rata based on their Applicable Commitment Percentages for the US
Facility, (b) all payments to be made by any US Facility Borrower for the
account of each of the Revolving Credit Lenders on account of principal,
interest and fees shall be made without diminution, set-off, recoupment,
counterclaim or deduction, and (c) the Agent will promptly distribute payments
received to the Revolving Credit Lenders and to the Issuing Bank, as applicable.
Notwithstanding the foregoing, in the event any Revolving Credit Lender shall
not be able to make an Eurodollar Rate Loan under the circumstances provided in
Section 5.01 or Section 5.03 of this Agreement, interest shall be allocated to
such Revolving Credit Lender according to the interest rate payable to such
Revolving Credit Lender as set forth in Section 5.04 of this Agreement.

      2.07 Reductions. The US Facility Borrowers shall, by notice from at least
two (2) Authorized Representatives, have the right from time to time (but not
more frequently than once during each fiscal quarter), upon not less than ten
(10) Business Days' written notice to the Agent, effective upon receipt, to
reduce the Total Commitment without premium or penalty. The Agent shall give
each Revolving Credit Lender, within one (1) Business Day, telefacsimile notice,
or telephonic notice (confirmed in writing), of such reduction. Each such
reduction shall be in the aggregate amount of US $5,000,000.00 or such greater
amount which is in an integral multiple of US $1,000,000.00, or the entire
remaining Total Commitment, and shall permanently reduce the Total Commitment.
No such reduction shall result in the payment of any Eurodollar Rate Loan other
than on the last day of the Interest Period of such Loan unless such prepayment
is accompanied by amounts due, if any, under Section 5.05 hereof. Each such
reduction of the Total Commitment shall be accompanied by payment of the
principal amount of US Facility Loans or Offshore Facility Loans to the extent
that the Total Outstandings exceed the Total Commitment, after giving effect to
such reduction, together with accrued and unpaid interest on the amounts
prepaid.

      2.08 Conversions and Elections of Subsequent Interest Periods. Subject to
the limitations set forth below and in Article V hereof, the US Facility
Borrower may:

      (a) upon notice to the Agent on or before 11:00 A.M. (New York, New York
time) on any Business Day, Convert all or a part of Eurodollar Rate Loans to US
Facility Base Rate Loans under the US Facility on the last day of the Interest
Period for such Eurodollar Rate Loans; and

      (b) provided that no Default or Event of Default shall have occurred and
be continuing, upon three (3) Business Days' notice to the Agent on or before
11:00 A.M. (New York, New York time):

            (i) elect a subsequent Interest Period for all or a portion of
      Eurodollar Rate Loans under the US Facility to begin on the last day of
      the then current Interest Period for such Eurodollar Rate Loans; and

            (ii) Convert US Facility Base Rate Loans to Eurodollar Rate Loans
      under the US Facility on any Business Day.

      Notice of any such Continuations or Conversions shall be effected by
receipt of an appropriate Borrowing Notice and shall specify the effective date
of such Continuation or Conversion and the Interest Period to be applicable to
the US Facility Loan as Continued or Converted. Each Continuation and Conversion
pursuant to this Section 2.08 shall be subject to the limitations on Eurodollar
Rate Loans set forth in the definition of "Interest Period" herein and in
Sections 2.01 and 2.03 and Article VI hereof. All such Continuations or
Conversions of US Facility Loans shall be effected pro rata based on the
Applicable Commitment Percentages of the Revolving Credit Lenders for the US
Facility.


                                      -28-
<PAGE>

      2.09 Commitment Fee. For the period beginning on the Closing Date and
ending on the Facility Termination Date, the Parent agrees to pay to the Agent,
and the Agent shall then pay to each Revolving Credit Lender at its office in
the United States so designated thereby based on such Revolving Credit Lender's
Applicable Commitment Percentage, a Commitment Fee equal to the Applicable
Margin for Commitment Fees multiplied by the Total Commitment. Such payments of
Commitment Fees provided for in this Section 2.09 shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December beginning on the first such date to occur after the Closing Date to and
on the Facility Termination Date. Notwithstanding the foregoing, for so long as
any Revolving Credit Lender fails to make available any portion of its
Commitment when properly requested by the Borrowers, such Revolving Credit
Lender shall not be entitled to receive payment of, nor shall the Parent be
obligated to pay, its pro rata share of such Commitment Fee until such Revolving
Credit Lender shall make available such portion. Such Commitment Fee shall be
calculated on the basis of a year of 360 days for the actual number of days
elapsed and shall be pro-rated for the period of time commencing on the Closing
Date and continuing up through and including June 30, 2004.

      2.10 Deficiency Advances; Failure to Purchase Participations. No Revolving
Credit Lender shall be responsible for any default of any other Revolving Credit
Lender in respect to such other Revolving Credit Lender's obligation to make any
US Facility Loan hereunder or to fund its purchase of any Participation
hereunder. Without limiting the generality of the foregoing, in the event any
Revolving Credit Lender shall fail to advance funds to any US Facility Borrower
as herein provided, the Agent, in its capacity as a Revolving Credit Lender
hereunder, may, in its discretion, but shall not be obligated to, make a US
Facility Advance hereunder as a Revolving Credit Lender of all or any portion of
such amount or amounts (each, a "deficiency advance") and shall thereafter be
entitled to payments of principal of and interest on such deficiency advance in
the same manner and at the same interest rate or rates to which such other
Revolving Credit Lender would have been entitled had it made such advance
hereunder; provided that, upon payment to the Agent from such other Revolving
Credit Lender of the entire outstanding amount of each such deficiency advance,
together with accrued and unpaid interest thereon, from the most recent date or
dates interest was paid to the Agent by such US Facility Borrower on each US
Facility Loan comprising the deficiency advance, at the interest rate per annum
for overnight borrowing by the Agent from the Federal Reserve Bank, then such
payment shall be credited against the applicable US Facility Loan of the Agent
in full payment of such deficiency advance and such US Facility Borrower shall
be deemed to have borrowed the amount of such deficiency advance from such other
Revolving Credit Lender as of the most recent date or dates, as the case may be,
upon which any payments of interest were made by such US Facility Borrower
thereon. In the event any Revolving Credit Lender shall fail to fund its
purchase of a Participation under a Letter of Credit after notice from the
Agent, such Revolving Credit Lender shall pay to the Issuing Bank such amount on
demand, together with interest at the Federal Funds Effective Rate on the amount
so due from the date of such notice to the date such purchase price is received
by the Issuing Bank.

      2.11 Use of Proceeds. The proceeds of the US Facility Loans made pursuant
to the US Facility hereunder shall be used by the US Facility Borrowers to
finance capital expenditures and Permitted Acquisitions and for other working
capital and other lawful corporate purposes of the Parent and its Subsidiaries.

      2.12 US Facility Borrower Joint and Several Liability; Guaranty
Provisions.

      (a) Notwithstanding any other provision of this Agreement, each US
Facility Borrower shall be jointly and severally liable as primary obligor and
not merely as surety for repayment of all Obligations arising under the Loan
Documents. Such joint and several liability shall apply to each US Facility
Borrower regardless of whether (i) any US Facility Loan was only requested by or
made to


                                      -29-
<PAGE>

another US Facility Borrower or the proceeds of any US Facility Loan were used
only by another US Facility Borrower, (ii) any interest rate election was made
only by another US Facility Borrower, or (iii) any indemnification obligation or
any other obligation arose only as a result of the actions of another US
Facility Borrower; provided the liability of each of the US Facility Borrowers
under this Agreement, the Notes and the other Loan Documents shall be limited to
the maximum amount of the Obligations for which such other US Facility Borrower
may be liable without violating any applicable fraudulent conveyance, fraudulent
transfer or comparable laws. Each US Facility Borrower shall retain any right of
contribution arising under applicable law against the other US Facility
Borrowers as the result of the satisfaction of any Obligations; provided, no US
Facility Borrower shall assert such right of contribution against any other US
Facility Borrower until the Obligations shall have been paid in full.

      (b) Without limiting the foregoing provisions of Section 2.12(a) hereof,
each of the US Facility Borrowers hereby irrevocably, absolutely and
unconditionally guarantees the full and punctual payment or performance when
due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise, of all Obligations of each other US Facility
Borrower, whether owing to the Agent or any Revolving Credit Lender. This
guarantee constitutes a guaranty of payment and not of collection. The liability
of each of the US Facility Borrowers under the immediately preceding two
sentences shall be limited to the maximum amount for which such other US
Facility Borrower may be liable without violating any applicable fraudulent
conveyance, fraudulent transfer or comparable laws.

      (c) It is the intention of the parties that with respect to each US
Facility Borrower its obligations hereunder and under the other Loan Documents
shall be absolute, unconditional and irrevocable irrespective of:

            (i) any lack of validity, legality or enforceability of this
      Agreement, any Note or any other Loan Document as to any other US Facility
      Borrower;

            (ii) the failure of the Agent or any Lender

                        (A) to enforce any right or remedy against any other US
                  Facility Borrower or any other Person under the provisions of
                  this Agreement, any Note, any other Loan Document or
                  otherwise, or

                        (B) to exercise any right or remedy against any
                  guarantor of, or collateral securing, any Obligations;

            (iii) any change in the time, manner or place of payment of, or in
      any other term of, all or any of the Obligations, or any other extension,
      compromise or renewal of any Obligations;

            (iv) any reduction, limitation, impairment or termination of any
      Obligations with respect to any other US Facility Borrower or any other
      Person for any reason including any claim of waiver, release, surrender,
      alteration or compromise, and shall not be subject to (and each US
      Facility Borrower hereby waives any right to or claim of) any defense or
      setoff, counterclaim, recoupment or termination whatsoever by reason of
      the invalidity, illegality, nongenuineness, irregularity, compromise or
      unenforceability of, or any other event or occurrence affecting, any
      Obligations with respect to any other US Facility Borrower;

            (v) any addition, exchange, release, surrender, impairment or
      nonperfection of any collateral, or any amendment to or waiver or release
      or addition of, or consent to departure from, any guaranty, held by the
      Agent, any Lender or any holder of any Note evidencing any of the
      Obligations; or


                                      -30-
<PAGE>

            (vi) any other circumstance which might otherwise constitute a
      defense available to, or a legal or equitable discharge of, any other US
      Facility Borrower or any surety or any guarantor.

      (d) Each US Facility Borrower agrees that its joint and several liability
hereunder shall continue to be effective or be reinstated, as the case may be,
if at any time any payment (in whole or in part) of any of the Obligations is
rescinded or must be restored by the Agent, any Lender or any holder of any
Note, upon the insolvency, bankruptcy or reorganization of any US Facility
Borrower as though such payment had not been made.

      (e) Each US Facility Borrower hereby expressly waives (i) notice of the
Lenders' acceptance of this Agreement, (ii) notice of the existence or creation
or non-payment of all or any of the Obligations, (iii) presentment, demand,
notice of dishonor, protest, and all other notices whatsoever other than notices
expressly provided for in this Agreement and (iv) all diligence in collection or
protection of or realization upon the Obligations or any thereof, any obligation
hereunder, or any security for or guaranty of any of the foregoing.

      (f) No delay on any of the Lenders' or the Agent's part in the exercise of
any right or remedy shall operate as a waiver thereof, and no single or partial
exercise by any of the Lenders or the Agent of any right or remedy shall
preclude any other or further exercise thereof or the exercise of any other
right or remedy. No action of the Agent or any of the Lenders permitted
hereunder shall in any way affect or impair any of their rights or any of their
obligations to any of the US Facility Borrowers under this Agreement.

      2.13 Swingline Loans.

      (a) Subject to the terms and conditions set forth herein, the Swingline
Lender agrees to make swingline loans (each, a "Swingline Loan" and
collectively, the "Swingline Loans") to any US Facility Borrower from time to
time from the Closing Date until the day immediately preceding the Facility
Termination Date in an aggregate amount not to exceed at any time outstanding
the amount of the Swingline Sublimit; provided, however, that the Swingline
Lender shall not be required, and shall have no obligation, to make any
Swingline Loan (i) so long as a Default or an Event of Default has occurred and
is continuing or (ii) if the Revolving Credit Lenders have accelerated the
maturity of the Obligations as a result of the occurrence of an Event of
Default; provided, further, however, that, after giving effect to any Swingline
Loan, at no time shall the Total Outstandings ever exceed the Total Commitment,
and provided, further, that the Borrower shall not use the proceeds of any
Swingline Loan to refinance any outstanding Swingline Loan. Within such limits,
the US Facility Borrowers may borrow, repay and reborrow Swingline Loans
hereunder, on a Business Day, from the Closing Date until, but (as to borrowings
and reborrowings) not including, the Facility Termination Date. Each Swingline
Loan shall bear interest at the US Facility Base Rate and shall have a duration
of one (1) to five (5) days, as selected by the applicable US Facility Borrower
in the applicable Swingline Loan Notice. Interest on each Swingline Loan shall
be computed on the basis of a year of 365/366 days and calculated for the actual
number of days elapsed.

      (b) To request a Swingline Loan, a US Facility Borrower shall notify the
Agent of such request by telephone (confirmed by telecopy), not later than 12:00
noon ( New York, New York time), on the day of a proposed Swingline Borrowing.
Each such notice shall be irrevocable and shall specify (i) the requested date
(which shall be a Business Day) and (ii) amount of the requested Swingline Loan,
which shall be a minimum amount of $100,000.00. The Agent will promptly advise
the Swingline Lender of any such notice received from a US Facility Borrower.
Unless the Swingline Lender has


                                      -31-
<PAGE>

received notice (by telephone or in writing) from the Agent (including at the
request of any Revolving Credit Lender) prior to 2:00 P.M. (New York, New York
time) on the date of the proposed Swingline Borrowing (A) directing the
Swingline Lender not to make such Swingline Loan as a result of the limitations
set forth in the first proviso to the first sentence of Section 2.13(a) above,
or (B) that one or more of the applicable conditions specified in Section 6.02
of this Agreement is not then satisfied, then, subject to the terms and
conditions hereof, the Swingline Lender, not later than 3:00 P.M. (New York, New
York time), on the requested date of such Swingline Borrowing, shall make such
Swingline Loan available to the applicable US Facility Borrower by means of a
credit to the general deposit account of such US Facility Borrower with the
Swingline Lender (or, in the case of a Swingline Loan made to finance the
reimbursement of a Reimbursement Obligation, by remittance to the Issuing Bank)
in immediately available funds.

      (c) Subject to the last sentence of this Section 2.13(c), the Swingline
Lender may, by written notice given to the Agent not later than 10:00 A.M. (New
York, New York time), on any Business Day, require the Revolving Credit Lenders
to acquire Participations on such Business Day in all or a portion of the
Swingline Loans outstanding. Such notice shall specify the aggregate amount of
Swingline Loans in which the Revolving Credit Lenders shall participate.
Promptly upon receipt of such notice, the Agent shall give notice thereof to
each Revolving Credit Lender, specifying in such notice such Revolving Credit
Lender's Applicable Commitment Percentage of such Swingline Loan or Swingline
Loans. Each Revolving Credit Lender hereby absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay to the Agent, for the
account of the Swingline Lender, such Revolving Credit Lender's Applicable
Commitment Percentage of such Swingline Loan or Swingline Loans. Each Revolving
Credit Lender acknowledges and agrees that its obligation to acquire
Participations in Swingline Loans pursuant to this Section 2.13(c) is absolute
and unconditional and, subject to the last sentence of this Section 2.13(c),
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or an Event of Default or reduction or termination
of the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Revolving Credit Lender
shall comply with its obligation under this Section 2.13(c) by wire transfer of
Same Day Funds, in the same manner as provided in Section 2.01(b)(v) with
respect to US Facility Advances made by such Revolving Credit Lender, and the
Agent shall promptly pay to the Swingline Lender the amounts so received by it
from the Revolving Credit Lenders. The Agent shall notify the US Facility
Borrowers of any Participations in any Swingline Loan acquired pursuant to this
Section 2.13(c) and, thereafter, payments in respect of such Swingline Loan
shall be made to the Agent and not to the Swingline Lender. Any amounts received
by the Swingline Lender from the US Facility Borrowers (or other party on behalf
of the US Facility Borrowers) in respect of a Swingline Loan after receipt by
the Swingline Lender of the proceeds of a sale of Participations therein shall
be promptly remitted to the Agent; any such amounts received by the Agent shall
be promptly remitted by the Agent to the Revolving Credit Lenders that shall
have made their payments pursuant to this Section 2.13(c) and to the Swingline
Lender, as their interests may appear; provided that any such payment so
remitted shall be repaid to the Swingline Lender or to the Agent, as applicable,
if and to the extent such payment is required to be refunded to the applicable
US Facility Borrower for any reason. The purchase of Participations in a
Swingline Loan pursuant to this Section 2.13(c) shall not relieve any US
Facility Borrower of any default in the payment thereof. Notwithstanding the
foregoing to the contrary, none of the Revolving Credit Lenders shall be deemed
to have agreed to purchase a Participation in any Swingline Loan to the extent
such Swingline Loan was made after the Swingline Lender had been notified at
least one (1) Business Day previously by the Agent or any Revolving Credit
Lender, or had actual knowledge, that (i) a Default or Event of Default had
occurred and was continuing or (ii) any other condition to making Swingline
Loans was not then satisfied.


                                      -32-
<PAGE>

                                   ARTICLE III

                                Letters of Credit

      3.01 Letters of Credit. (a) The Issuing Bank agrees, subject to the terms
and conditions of this Agreement and in reliance upon the agreements of the
other Revolving Credit Lenders set forth in this Article III and in Section 2.01
hereof, upon request of any Borrower to issue from time to time for the account
of such Borrower Letters of Credit in a Letter of Credit Currency upon delivery
to the Issuing Bank of an Application and Agreement for Letter of Credit
relating thereto in form and content acceptable to the Issuing Bank; provided
that (i) the Parent shall be a co-applicant for such Letter of Credit, jointly
and severally liable for all obligations thereunder, (ii) the Issuing Bank shall
not be obligated to, and shall not, issue (or renew) any Letter of Credit if it
has been notified by the Agent or any Revolving Credit Lender or has actual
knowledge that (1) a Default or Event of Default has occurred and is continuing
or (2) any other condition to issuing Letters of Credit is not then satisfied,
(iii) the Letter of Credit Outstandings shall not exceed the Total Letter of
Credit Commitment and (iv) no Letter of Credit shall be issued (or renewed) if,
after giving effect thereto, Total Outstandings would exceed the Total
Commitment. No Letter of Credit shall have an expiry date (including all rights
of a Borrower or any beneficiary named in such Letter of Credit to require
renewal) or payment date occurring later than the earlier to occur of one year
after the date of its issuance or the seventh Business Day prior to the Stated
Termination Date; provided that if any Letter of Credit is issued with an expiry
date (including all rights of a Borrower or any beneficiary named in such Letter
of Credit to require renewal) or payment date occurring later than the Facility
Termination Date, then such Letter of Credit Outstandings shall be cash
collateralized in an account bearing interest payable to the Borrowers in a
manner consistent with the requirements of Section 10.01(C) hereof on or prior
to the Facility Termination Date. The Issuing Bank shall promptly notify the
Agent and each Revolving Credit Lender of any Letter of Credit issued by the
Issuing Bank and, in addition, promptly following the end of each calendar
quarter, the Issuing Bank shall deliver to the Agent a notice describing the
aggregate undrawn amount of all Letters of Credit at the end of such quarter.
Upon the request of any Revolving Credit Lender from time to time, the Issuing
Bank shall deliver to the Agent, and the Agent shall deliver to such Revolving
Credit Lender, any other information reasonably requested by such Revolving
Credit Lender with respect to each Letter of Credit outstanding.

      (b) Each request for an Offshore Letter of Credit shall constitute the
Applicants' request for an Offshore Letter of Credit of the amount of the
Offshore Currency specified in the request for an Offshore Letter of Credit. The
stated amount available for drawing under any Offshore Letter of Credit shall be
recorded in the Issuing Bank's records in US Dollars as if the Letter of Credit
had been issued in US Dollars in the US Dollar Equivalent Amount of such Letter
of Credit, as such amount may be adjusted as provided in Sections 3.01(c), (d)
or (e) hereof. For the purposes of determining the maximum amount of Letter of
Credit Outstandings hereunder, it is intended by the parties that all Offshore
Letters of Credit shall be the functional equivalent of US Letters of Credit
made and repaid in US Dollars and shall be included in such determination based
on their US Dollar Equivalent Amount as determined from time to time as set
forth herein. The Agent shall maintain records (based upon information furnished
by the Issuing Bank) sufficient to identify at any time the Spot Rate of
Exchange with respect to each Offshore Letter of Credit.

      (c) In the event an Offshore Letter of Credit is for a term exceeding one
(1) month, the US Dollar Equivalent Amount of the corresponding Letter of Credit
Outstandings shall be recalculated as of the last Business Day of each calendar
month and the Agent shall notify the Applicants and the Lenders of the new Spot
Rate of Exchange as of such Business Day for such Offshore Letter of Credit. The
Agent shall apply such new Spot Rate of Exchange to determine the new US Dollar
Equivalent Amount of such Offshore Letter of Credit as of such Business Day and
shall adjust its record of the Letter of Credit


                                      -33-
<PAGE>

Outstandings. In the event that such adjustment with respect to any Offshore
Letter of Credit causes the Total Outstandings to exceed the Total Commitment,
the Applicant shall immediately repay the portion of US Facility Loans or
Offshore Facility Loans necessary to ensure that, giving effect to the new Spot
Rate of Exchange for such Offshore Letters of Credit, the sum of Total
Outstandings does not exceed the Total Commitment. In the event that such
adjustment with respect to an Offshore Letter of Credit causes the total US
Dollar Equivalent Amount of Letter of Credit Outstandings to exceed the Total
Letter of Credit Commitment, the Applicants shall immediately deposit US Dollars
in cash (or other immediately available funds acceptable to the Agent) with the
Agent, in the amount of the Letter of Credit Outstandings which cause such
violation, as collateral security for the repayment of any future drawings or
repayments under such Letters of Credit and such amounts shall be held by the
Agent pursuant to the terms of a cash collateral account agreement satisfactory
to it.

      (d) In the event that an Offshore Letter of Credit is drawn upon, the Spot
Rate of Exchange applicable to any remaining undrawn amount of such Offshore
Letter of Credit shall be adjusted to be the Spot Rate of Exchange for the date
of such drawing and the amount of the corresponding Letter of Credit
Outstandings shall be recalculated as of the date of such drawing for the
purposes of determining the US Dollar Equivalent Amount of the remaining undrawn
amount of such Offshore Letter of Credit.

      (e) Without limiting the foregoing provisions of this Section 3.01, in the
event any Letter of Credit is issued in euro, the provisions in Section 5.09
hereof applicable to the euro shall be applicable to such Letter of Credit.

      3.02 Reimbursement and Participations.

      (a) Each Applicant hereby unconditionally agrees to pay to the Issuing
Bank immediately on demand on the same Business Day, at the Principal Office of
the Agent, all amounts required to pay all drafts drawn or purporting to be
drawn under the Letters of Credit requested by such Applicant, by placing in
possession of the Issuing Bank (which shall include US Facility Base Rate
Refunding Loans if permitted by Section 2.01(b)(vi) hereof) sufficient funds to
pay all Reimbursement Obligations arising under such Letter of Credit. The
Issuing Bank agrees to give the Applicants prompt notice of any request for a
draw under a Letter of Credit. The Issuing Bank may charge any account either
Applicant may have with it for any and all amounts the Issuing Bank pays under a
Letter of Credit, plus charges and reasonable expenses as from time to time
agreed to by the Issuing Bank and the Applicants; provided that, to the extent
permitted by Section 2.01(b)(vi) hereof, amounts drawn under a Letters of Credit
(including an Offshore Letter of Credit) shall be paid pursuant to US Facility
Base Rate Refunding Loans. Each Applicant agrees to pay the Issuing Bank
interest on any Reimbursement Obligations as to Letters of Credit issued for
such Applicant not paid when due hereunder at the Default Rate.

      (b) Each Revolving Credit Lender (other than the Issuing Bank) shall
automatically acquire on the date of issuance thereof, a Participation in the
liability of the Issuing Bank in respect of each Letter of Credit in an amount
equal to such Revolving Credit Lender's Applicable Commitment Percentage of such
liability, and to the extent that any Applicant is obligated to pay the Issuing
Bank under Section 3.02(a) hereof, each Revolving Credit Lender (other than the
Issuing Bank) thereby shall absolutely, unconditionally and irrevocably assume,
and shall be unconditionally obligated to pay to the Issuing Bank, its
Applicable Commitment Percentage of the liability of the Issuing Bank under such
Letter of Credit in the manner and with the effect provided in Section
2.01(b)(vi) hereof.

      (c) Simultaneously with the making of each payment by a Revolving Credit
Lender to the Issuing Bank pursuant to Section 2.01(b)(vi)(B) hereof, such
Revolving Credit Lender shall, automatically and without any further action on
the part of the Issuing Bank or such Revolving Credit Lender, acquire a
Participation in an amount equal to such payment (excluding the portion thereof


                                      -34-
<PAGE>

constituting interest accrued prior to the date the Revolving Credit Lender made
its payment) in the related Reimbursement Obligation of the Applicants. Each
Revolving Credit Lender's obligation to make payment to the Agent for the
account of the Issuing Bank pursuant to Section 2.01(b)(vi) and Section 3.02(c)
of this Agreement, and the right of the Issuing Bank to receive the same, shall
be absolute and unconditional, shall not be affected by any circumstance
whatsoever and shall be made without any offset, abatement, withholding or
reduction whatsoever. In the event the Revolving Credit Lenders have purchased
Participations in any Reimbursement Obligation as set forth above, then at any
time payment (in fully collected, immediately available funds) of such
Reimbursement Obligation, in whole or in part, is received by the Issuing Bank
from any Applicant, the Issuing Bank shall promptly pay to each Revolving Credit
Lender an amount equal to its Applicable Commitment Percentage of such payment
from such Applicant.

      (d) Promptly following the end of each calendar month, the Issuing Bank
shall deliver to the Agent a notice describing the aggregate undrawn amount of
all Letters of Credit at the end of such month, including with respect to
Offshore Letters of Credit, the date of issuance thereof and the applicable
Offshore Currency. The Agent shall deliver to each Revolving Credit Lender a
report on a monthly basis of the aggregate Letter of Credit Outstandings at the
end of each calendar month determined, with respect to Offshore Letters of
Credit, based on the applicable Spot Rate of Exchange at such date. Upon the
request of any Revolving Credit Lender from time to time, the Issuing Bank shall
deliver to the Agent, and the Agent shall deliver to such Revolving Credit
Lender, any other information reasonably requested by such Revolving Credit
Lender with respect to each Letter of Credit outstanding.

      (e) The issuance by the Issuing Bank of each Letter of Credit shall, in
addition to the conditions precedent set forth in Article VI hereof, be subject
to the conditions that (x) such Letter of Credit be in such form and contain
such terms as shall be reasonably satisfactory to the Issuing Bank consistent
with the then current practices and procedures of the Issuing Bank with respect
to similar letters of credit, (y) the issuance of such Letter of Credit shall
not violate any policy of the Issuing Bank, and (z) the Borrowers shall have
executed and delivered such other instruments and agreements relating to such
Letters of Credit as the Issuing Bank shall have reasonably requested consistent
with such practices and procedures and shall not be in conflict with any of the
express terms herein contained. Unless otherwise expressly agreed by the Issuing
Bank and the Borrowers, when a Letter of Credit is issued, the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each Letter of Credit.

      (f) Each Borrower agrees that the Issuing Bank may, in its reasonable
discretion, accept or pay, as complying with the terms of any Letter of Credit,
any drafts or other documents otherwise in order which may be signed or issued
by an administrator, executor, trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver, attorney-in-fact or
other legal representative of a party who is authorized under such Letter of
Credit to draw or issue any drafts or other documents.

      (g) Without limiting the generality of the provisions of Section 12.10
hereof, each Applicant hereby agrees to indemnify and hold harmless the Issuing
Bank, each other Revolving Credit Lender and the Agent from and against any and
all claims and damages, losses, liabilities, reasonable costs and expenses which
the Issuing Bank, such other Revolving Credit Lender or the Agent may incur (or
which may be claimed against the Issuing Bank, such other Revolving Credit
Lender or the Agent) by any Person by reason of or in connection with the
issuance or transfer of or payment or failure to pay under any Letter of Credit
requested by such Applicant; provided that no Applicant shall be required to
indemnify the Issuing Bank, any other Revolving Credit Lender or the Agent for
any claims, damages, losses, liabilities, costs or expenses to the extent, but
only to the extent, (i) caused by the willful misconduct or gross negligence of
the party to be indemnified or (ii) caused by the failure of the Issuing


                                      -35-
<PAGE>

Bank to pay under any Letter of Credit after the presentation to it of a request
for payment strictly complying with the terms and conditions of such Letter of
Credit, unless such payment is prohibited by any law, regulation, court order or
decree or (iii) caused by the Issuing Bank's gross negligence or willful
misconduct in payment under any Letter of Credit after the presentation to it of
a request for payment not complying with the terms and conditions of such Letter
of Credit; and provided further, that no Offshore Facility Borrower that is an
Applicant shall be required to indemnify the Issuing Bank, any other Revolving
Credit Lender or the Agent for any claims, damages, losses, liabilities, costs
or expenses arising from Letters of Credit issued on behalf of any other
Borrower. The indemnification and hold harmless provisions of this Section
3.02(g) shall survive repayment of the Obligations, occurrence of the Facility
Termination Date, the Facility Repayment Date, and expiration or termination of
this Agreement.

      (h) Without limiting Borrowers' rights as set forth in Section 3.02(g)
above, the obligation of each Applicant to immediately reimburse the Issuing
Bank for drawings made under Letters of Credit issued upon its request and the
Issuing Bank's right to receive such payment shall be absolute, unconditional
and irrevocable, and such obligations of the Applicants shall be performed
strictly in accordance with the terms of this Agreement and such Letters of
Credit and the related Application and Agreement for any Letter of Credit, under
all circumstances whatsoever, including the following circumstances:

            (i) any lack of validity or enforceability of any Letter of Credit,
      the obligation supported by any Letter of Credit or any other agreement or
      instrument relating thereto (collectively, the "Related LC Documents");

            (ii) any amendment or waiver of or any consent to or departure from
      all or any of the Related LC Documents;

            (iii) the existence of any claim, setoff, defense (other than the
      defense of payment in accordance with the terms of this Agreement) or
      other rights which any Borrower may have at any time against any
      beneficiary or any transferee of a Letter of Credit (or any Persons for
      whom any such beneficiary or any such transferee may be acting), the
      Agent, the Revolving Credit Lenders, the Issuing Bank or any other Person,
      whether in connection with the Loan Documents, the Related LC Documents or
      any unrelated transaction;

            (iv) any breach of contract or other dispute between any Applicant
      and any beneficiary or any transferee of a Letter of Credit (or any
      Persons for whom such beneficiary or any such transferee may be acting),
      the Agent, the Revolving Credit Lenders or any other Person;

            (v) any draft, statement or any other document presented under the
      Letter of Credit proving to be forged, fraudulent, invalid or insufficient
      in any respect or any statement therein being untrue or inaccurate in any
      respect whatsoever so long as any such document appeared to comply with
      the terms of the Letter of Credit;

            (vi) the existence, character, quality, quantity, condition, value,
      or delivery (including the time, place, manner or order thereof) of
      property described or purportedly described in documents presented in
      connection with any Letter of Credit or the existence, nature or extent of
      any insurance relating thereto;

            (vii) any delay, extension of time, renewal, compromise or other
      indulgence or modification granted or agreed to by the Agent, with or
      without notice to or approval by any Borrower in respect of any of the
      Obligations; or


                                      -36-
<PAGE>

            (viii) any other circumstance or happening whatsoever where the
      Issuing Bank has acted in good faith, whether or not similar to any of the
      foregoing.

      3.03 Governmental Action. The Issuing Bank shall be under no obligation to
issue any Letter of Credit if any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain the
Issuing Bank from issuing such Letter of Credit, or any law applicable to the
Issuing Bank or any request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over the Issuing Bank
shall prohibit, or request that the Issuing Bank refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuing Bank with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the Issuing Bank is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the Letter of Credit any unreimbursed loss, cost or expense which
was not applicable on the Closing Date and which the Issuing Bank in good faith
deems material to it.

      3.04 Letter of Credit Commitment Fees. The Parent shall pay to the Agent,
for the pro rata benefit of the Revolving Credit Lenders based on their
Applicable Commitment Percentages, a fee on the US Dollar Equivalent Amount of
the aggregate amount available to be drawn on each outstanding Letter of Credit
at a rate equal to the Applicable Margin for Letters of Credit set forth in the
Pricing Grid. The calculation of the US Dollar Equivalent Amount of all Offshore
Letters of Credit for any month shall be calculated based upon the Spot Rate of
Exchange established pursuant to Section 3.01(c) hereof. Such fees shall be due
and payable with respect to each Letter of Credit quarterly in arrears on the
last day of each March, June, September and December, the first such payment to
be made on the first such date occurring after the date of issuance of a Letter
of Credit.

      3.05 Letter of Credit Fronting and Administrative Fees. The Parent shall
pay to the Issuing Bank a fronting fee of twelve and one-half basis points
(0.125%) on the initial aggregate US Dollar Equivalent Amount available to be
drawn on each Letter of Credit, such fee to be due and payable in full with
respect to each Letter of Credit on the date of the issuance (or renewal)
thereof. The Parent shall also pay to the Issuing Bank such administrative fee
and other fees, if any, in connection with the Letters of Credit in such amounts
and at such times as the Issuing Bank and the Parent shall agree from time to
time.

      3.06 Special Issuing Bank.

      (a) Notwithstanding anything contained in this Article III to the
contrary, (i) each Special Issuing Bank agrees to issue, and shall be authorized
to issue, only Offshore Letters of Credit in the Letter of Credit Currencies as
to which it has been designated a Special Issuing Bank and (ii) any reference in
this agreement to "the Issuing Bank" (A) shall be deemed to mean "a Special
Issuing Bank" where the context requires and (B) in reference to a Letter of
Credit, shall be deemed to refer to the Issuing Bank having actually issued such
Letter of Credit.

      (b) Each Special Issuing Bank shall give at least three (3) Business Days
prior written notice to the Agent of the issuance or renewal of any Offshore
Letter of Credit requested by a Borrower which notice shall include the
requested date of issuance or renewal, the applicable Letter of Credit Currency,
and the amount and expiry date of such Offshore Letter of Credit, and such
Special Issuing Bank shall not issue or renew such Offshore Letter of Credit
unless it has received written confirmation from the Agent not more than one
Business Day Prior to such issuance or renewal that, after giving effect to such
issuance or renewal, (i) Letter of Credit Outstandings will not exceed the Total
Letter of Credit Commitment and (ii) Total Outstandings will not exceed the
Total Commitment, in each case, as of the date of such confirmation. Each
Special Issuing Bank shall deliver to the Agent on the last Business Day of each
calendar month written notice by telefacsimile or otherwise of the aggregate
amount of Letter of


                                      -37-
<PAGE>

Credit Outstandings attributable to Offshore Letters of Credit issued by such
Special Issuing Bank on such date. The applicable Special Issuing Bank shall
also give the Agent written notice by telefacsimile or otherwise of each of the
following events within one (1) Business Day of the occurrence thereof: (A)
receipt of any request for a drawing under an Offshore Letter of Credit,
including the amount thereof, (B) any reimbursement paid with respect to amounts
drawn under any Offshore Letter of Credit, (C) any increase in the amount of any
Offshore Letter of Credit and (D) any reduction, termination, cancellation or
expiry of any Offshore Letter of Credit.

      (c) All notices to be delivered to a Special Issuing Bank shall be
directed to the address specified in Section 12.02 hereof for such Special
Issuing Bank as a Revolving Credit Lender unless written instructions to the
contrary are delivered to the Agent and any applicable Applicant.

      (d) If a Revolving Credit Lender that is also a Special Issuing Bank shall
assign all of its rights and obligations as a Revolving Credit Lender under this
Agreement, any outstanding Offshore Letter of Credit issued by such Special
Issuing Bank hereunder shall, upon the effective date of such assignment and
without any further action or notice, cease to constitute a Letter of Credit or
Offshore Letter of Credit hereunder and no reimbursement or other obligation
thereafter arising under such Letter of Credit shall constitute Reimbursement
Obligations hereunder or otherwise be part of the Obligations hereunder nor
shall such Letter of Credit be included in the Total Outstandings.


                                      -38-
<PAGE>

                                   ARTICLE IV

                              The Offshore Facility

      4.01 Advances

      (a) Commitment. Subject to the terms and conditions of this Agreement,
each Revolving Credit Lender severally agrees to make Offshore Facility Advances
in the Applicable Currency (as specified in a Borrowing Notice) and in an
Applicable Country to any Offshore Facility Borrower requesting such Offshore
Facility Advance in its Applicable Country from time to time from the Closing
Date until the day immediately preceding the Facility Termination Date on a pro
rata basis as to the total borrowing requested by such Offshore Facility
Borrower on any day as determined by such Revolving Credit Lender's Applicable
Commitment Percentage, in an aggregate principal amount up to but not exceeding
the Commitment of such Revolving Credit Lender; provided, however, that no
Revolving Credit Lender will be required and shall have no obligation to make
any Offshore Facility Advance (i) so long as a Default or an Event of Default
has occurred and is continuing or (ii) if the Lenders have accelerated the
maturity of the Obligations as a result of an Event of Default; provided
further, however, that immediately after giving effect to each such Offshore
Facility Advance, (A) the Offshore Facility Outstandings shall not exceed the
Offshore Facility Commitment and (B) Total Outstandings shall not exceed the
Total Commitment. Within such limits, the Offshore Facility Borrowers may
borrow, repay and reborrow Offshore Facility Loans hereunder on any Business Day
from the Closing Date until, but (as to borrowings and reborrowings) not
including, the Facility Termination Date; and provided, however, that (1) no
Offshore Rate Loan shall be made which has an Interest Period that extends
beyond the Stated Maturity Date and (2) each Offshore Rate Loan may be repaid
only on the last day of the Interest Period with respect thereto, unless such
payment is accompanied by the additional payment, if any, due under Section 5.05
hereof. The Offshore Facility Borrowers agree that if at any time the Offshore
Facility Outstandings shall exceed the Offshore Facility Commitment or the Total
Outstandings shall exceed the Total Commitment, one or more of the Offshore
Facility Borrowers shall immediately repay a principal amount of its outstanding
Offshore Facility Loans such that, as a result of such reduction, the Offshore
Facility Commitment shall equal or exceed the Offshore Facility Outstandings and
the Total Commitment shall equal or exceed Total Outstandings.

      (b) Amounts, Advances and Rate Selection.

            (i) The principal amount outstanding on any Offshore Facility Loan
      shall be recorded in the records of the Offshore Facility Agent in
      Japanese Yen or euro, in each case based on the amount of any Offshore
      Facility Advance as reduced from time to time by the amount of any
      principal payments with respect to such Offshore Facility Advance. The
      Outstanding principal amount of each Offshore Facility Loan as of the last
      Business Day of each month shall be reported to the Agent on the first
      Business Day of the next following month. There shall be no more than
      fifteen (15) Offshore Facility Loans outstanding at any one time under the
      Offshore Facility.

            (ii) Each Offshore Facility Loan and each Continuation and
      Conversion under Section 4.08 hereof in Japanese Yen shall be in an amount
      not less than (Y)125,000,000.00 and in integral multiples of
      (Y)50,000,000.00 in excess thereof, and each Offshore Facility Loan and
      each Continuation and Conversion under Section 4.08 in euro shall be in an
      amount not less than (euro)1,000,000.00 and in integral multiples of
      (euro)250,000.00 in excess thereof.

            (iii) For each Offshore Facility Advance at least two (2) Authorized
      Representatives shall give the Offshore Facility Agent at least three (3)
      Business Days' irrevocable telefacsimile


                                      -39-
<PAGE>

      notice prior to 11:00 A.M. (London, England time) of each Offshore Rate
      Loan. Each such notice shall be in the form of a Borrowing Notice in the
      form attached hereto as Exhibit D-2, which shall be effective upon receipt
      by the Offshore Facility Agent, and shall specify the Type of Loan,
      whether the Loan is to be made in Japanese Yen or euro, the amount of the
      Offshore Facility Advance to be made, the date of borrowing, and the
      Interest Period to be used in the computation of interest. None of the
      Agent, the Offshore Facility Agent, or any Revolving Credit Lender shall
      incur any liability to any Offshore Facility Borrower in acting upon any
      notice referred to above which the Offshore Facility Agent and/or the
      Agent believes in good faith to have been given by an Authorized
      Representative of such Offshore Facility Borrower or for otherwise acting
      in good faith, and upon funding of Offshore Facility Loans by the
      Revolving Credit Lenders in accordance with this Agreement pursuant to any
      such notice, such Offshore Facility Borrower shall have effected Offshore
      Facility Loans hereunder. A Borrowing Notice for an Offshore Rate Loan
      shall be irrevocable, and the Offshore Facility Borrower giving such
      notice shall be bound to make a borrowing in accordance therewith, unless
      such Offshore Facility Borrower pays to the Offshore Facility Agent such
      amounts as may be due under Section 5.05 hereof for failure of a borrowing
      of an Offshore Rate Loan to occur on the date specified therefor in a
      Borrowing Notice. The duration of the initial Interest Period for each
      Offshore Facility Loan shall be as specified in the initial Borrowing
      Notice. The applicable Offshore Facility Borrower shall have the option to
      elect the duration of subsequent Interest Periods and to Continue the
      Offshore Facility Loans in accordance with Section 4.08 hereof. If the
      Offshore Facility Agent does not receive a notice of election of duration
      of an Interest Period by the time prescribed hereby and by Section 4.08
      hereof, the applicable Offshore Facility Borrower shall be deemed to have
      elected to Continue such Loan as an Offshore Rate Loan with a subsequent
      Interest Period of one (1) month.

            (iv) Notice of receipt of each Borrowing Notice in respect of
      Offshore Facility Loans, together with the amount of each Revolving Credit
      Lender's portion of the Offshore Facility Advance requested thereunder and
      the applicable interest rate, shall be provided by the Offshore Facility
      Agent to each Revolving Credit Lender by telefacsimile with reasonable
      promptness, but (provided the Offshore Facility Agent shall have received
      such notice by 11:00 A.M. (London, England time) at least three (3)
      Business Days prior to the proposed date of borrowing, Conversion, or
      Continuation), not later than 12:00 noon (New York, New York time) at
      least two (2) Business Days prior to the proposed date of borrowing,
      Conversion, or Continuation.

            (v) Each Revolving Credit Lender shall, pursuant to the terms and
      subject to the conditions of this Agreement, not later than 1:00 P.M. (New
      York, New York time) at least one (1) Business Day prior to the date
      specified for such Offshore Facility Advance, make its Applicable
      Commitment Percentage of the amount of the Offshore Facility Advance being
      made, Continued, or Converted available to the Offshore Facility Agent by
      depositing or transferring the proceeds thereof in the Applicable Currency
      and in Same Day Funds to the Offshore Facility Agent at its Principal
      Office. The amount so received by the Offshore Facility Agent shall
      thereafter be made available to the applicable Offshore Facility Borrower
      on the date specified in said Borrowing Notice by deposit of the proceeds
      to an account of such Offshore Facility Borrower specified in said
      Borrowing Notice.

      4.02 Payment of Interest.

      (a) Each Offshore Facility Borrower shall pay interest to the Offshore
Facility Agent, for the benefit of each Revolving Credit Lender which has fully
funded its Applicable Commitment Percentage in the applicable Offshore Facility
Loan, on the outstanding and unpaid principal amount of each Offshore Facility
Loan made by such Revolving Credit Lender to such Offshore Facility Borrower for
the


                                      -40-
<PAGE>

period commencing on the date of such Offshore Facility Loan until such Loan
shall be paid or Continued, as the case may be, at the then applicable Offshore
Rate, such payments to be made in the Applicable Currency in which such Offshore
Facility Loan was funded; provided, however, that if any Event of Default shall
have occurred and be continuing, all amounts outstanding hereunder shall bear
interest thereafter at the Default Rate.

      (b) Interest on each Offshore Facility Loan shall be computed on the basis
of a year of 360 days for Advances in Japanese Yen and for Advances in euro and
calculated for the actual number of days elapsed. Interest on each Offshore
Facility Loan shall be paid (i) on the last day of the applicable Interest
Period for each such Offshore Rate Loan and, if the Interest Period extends for
more than three (3) months, also at intervals of three months after the first
day of the Interest Period and (ii) upon payment in full of the principal of
each such Loan. Interest on amounts not paid when due shall be payable on
demand.

      4.03 Payment of Principal. The principal amount of each Offshore Facility
Loan shall be due and payable to the Offshore Facility Agent in full not later
than the Facility Termination Date, for the benefit of each Revolving Credit
Lender which has fully funded its Applicable Commitment Percentage in the
applicable Offshore Facility Loan. The principal amount of any Offshore Rate
Loan may be prepaid only at the end of the applicable Interest Period unless the
applicable Offshore Facility Borrower shall pay to the Offshore Facility Agent
the additional amount, if any, required under Section 5.05 and, in the case of a
prepayment of any Offshore Rate Loan in euro, the applicable Offshore Facility
Borrower notifies the Offshore Facility Agent at least three (3) Business Days
prior to such prepayment. All prepayments of Offshore Facility Loans made by an
Offshore Facility Borrower shall be in the Applicable Currency of the respective
Offshore Facility Loan in the amount of (i) (Y)125,000,000.00 or
(euro)1,000,000.00, as applicable, or (ii) such greater amount which is an
integral multiple of (Y)50,000,000.00 or (euro)250,000.00, as applicable, or
(iii) the amount equal to all Offshore Facility Outstandings owing by such
Offshore Facility Borrower, or (iv) such other amount as necessary to comply
with Sections 5.01(a) or 5.07 of this Agreement.

      4.04 Manner of Payment.

      (a) Each payment of principal (including any prepayment) and payment of
interest and fees in respect of Offshore Facility Loans, and any other amount
required to be paid to the Offshore Facility Agent with respect to the Offshore
Facility Loans, shall be made to the Offshore Facility Agent at its Principal
Office, to be recorded in the Applicable Currency, as set forth in Section
4.01(b) above, all such amounts to be subsequently paid by the Offshore Facility
Agent to each Revolving Credit Lender which has fully funded its Applicable
Commitment Percentage in the applicable Offshore Facility Loan. Each such
payment shall be made in the Applicable Currency of the Offshore Facility Loan
to which such payment relates in Same Day Funds before 1:00 P.M. (London,
England time) on the date such payment is due. The Offshore Facility Agent may,
but shall not be obligated to, debit the amount of any such payment which is not
made by such time to any ordinary deposit account, if any, of the applicable
Offshore Facility Borrower with the Offshore Facility Agent. The applicable
Offshore Facility Borrower shall give the Offshore Facility Agent prior
telephonic notice of any payment of principal, such notice to be given not later
than 11:00 A.M. (London, England time) at least three (3) Business Days prior to
the date of such payment.

      (b) The Offshore Facility Agent shall deem any payment by or on behalf of
an Offshore Facility Borrower hereunder that is not made both (i) in the
Applicable Currency and in Same Day Funds and (ii) prior to 1:00 P.M. (London,
England time) to be a non-conforming payment. Any such payment shall not be
deemed to be received by the Offshore Facility Agent until the later of (x) the
time such funds become available funds in the required Applicable Currency and
(y) the next Business Day. The Offshore


                                      -41-
<PAGE>

Facility Agent shall give prompt telephonic notice to the Agent, the applicable
Authorized Representative, and each of the Revolving Credit Lenders (confirmed
in writing) if any payment is non-conforming. Any non-conforming payment may
constitute or become a Default or Event of Default in accordance with the terms
of Sections 10.01(a) and 10.01(b) hereof. Interest shall continue to accrue on
any principal as to which a non-conforming payment is made until such funds
become available funds (but in no event less than the period from the date of
such payment to the next succeeding Business Day) at the Default Rate or the
maximum rate permitted by applicable law, whichever is lower, from the date such
amount was due and payable until the date such amount is paid in full.

      (c) In the event that any payment hereunder or under any Offshore Facility
Loan becomes due and payable on a day other than a Business Day, then such due
date shall be extended to the next succeeding Business Day unless otherwise
provided under clause (ii) of the definition of "Interest Period"; provided that
interest shall continue to accrue during the period of any such extension.

      (d) All payments to be made by any Offshore Facility Borrower to the
Offshore Facility Agent (for the account of any Revolving Credit Lender which
has fully funded its Applicable Commitment Percentage in any such Offshore
Facility Loan) on account of principal, interest and fees shall be made without
diminution, set-off, recoupment, counterclaim or deduction, except as otherwise
provided in Section 5.06 hereof.

      4.05 Mark-To-Market.

      (a) On the last Business Day of each month or any other date at the
discretion of and as requested by the Agent (each a "Market Date"), the Offshore
Facility Agent shall calculate the US Dollar Equivalent Amount of all Offshore
Facility Loans owing to, and all Offshore Letters of Credit issued by each
Revolving Credit Lender, based on the Spot Rate of Exchange on such Market Date
and shall adjust its books to reflect the new US Dollar Equivalent Amount of all
Offshore Facility Loans and Offshore Letters of Credit.

      (b) If on any Market Date (i) the Offshore Facility Outstandings exceed
the Offshore Facility Commitment or (ii) the Total Outstandings exceed the Total
Commitment, one or more Offshore Facility Borrowers shall repay a portion of its
Offshore Facility Loans (applying the new Spot Rate of Exchange) necessary to
ensure that the Offshore Facility Commitment shall equal or exceed the Offshore
Facility Outstandings and the Total Commitment shall equal or exceed Total
Outstandings. Any payment required to be made by an Offshore Facility Borrower
under this Section 4.05(b) shall be made within one (1) Business Day of receipt
of written notice from the Offshore Facility Agent that such payment is due.

      (c) The calculations and repayments required pursuant to this Section 4.05
are in addition to the calculations and repayments required under Sections
4.01(a) and (b) above.

      4.06 Notes; Evidence of Indebtedness.

      (a) Offshore Facility Loans made by each Revolving Credit Lender shall be
evidenced by a revolving Note executed by the Offshore Facility Borrowers and
payable to the order of the each Revolving Credit Lender in the respective
amount of such Revolving Credit Lender's Applicable Commitment Percentage of the
Total Commitment, which Note shall be dated the Closing Date, or a later date
pursuant to an Assignment and Acceptance. Notwithstanding the aggregate maximum
principal amounts of all of said Notes, at no time shall the Offshore Facility
Outstandings exceed the Offshore Facility Commitment.

      (b) Each Offshore Facility Borrower hereby authorizes each Revolving
Credit Lender to


                                      -42-
<PAGE>

record, from time to time, in its records, (i) the date and amount of each
Offshore Facility Loan, (ii) the interest rates payable by the applicable
Offshore Facility Borrower in respect of each Offshore Facility Loan made by
such Revolving Credit Lender and any Interest Period applicable thereto, (iii)
the dates and amounts of all payments received by such Revolving Credit Lender
on account of principal, interest and fees with respect to each Offshore
Facility Loan, and (iv) the amount of all the Offshore Facility Loans which
remain payable by the applicable Offshore Facility Borrower to such Revolving
Credit Lender. All amounts and other information so recorded shall be prima
facie evidence thereof. The failure to record, or any error in recording, any
such amount or other information shall not limit or impair the obligations of
the applicable Offshore Facility Borrower hereunder or under any Loan Document.
A copy of such records for the Offshore Facility Loans shall be delivered by
each Revolving Credit Lender to the Offshore Facility Agent and each other
Revolving Credit Lender on the fifth Business Day of each month containing
information relating to the immediately preceding month.

      4.07 Reductions and Reallocations. The Offshore Facility Borrowers shall
have the right from time to time (but not more frequently than once during each
fiscal quarter), upon not less than ten (10) Business Days' written notice to
the Offshore Facility Agent by at least two (2) Authorized Representatives,
effective upon receipt, to reduce the Offshore Facility Commitment without
premium or penalty. The Offshore Facility Agent shall give the Agent and each
Revolving Credit Lender, within one (1) Business Day, telefacsimile notice, or
telephonic notice (confirmed in writing), of such reduction. Each such reduction
shall be in the aggregate amount of the minimum amount of (Y)125,000,000.00 or
(euro)1,000,000.00, as applicable, or an integral multiple of (Y)50,000,000.00
or (euro)250,000.00, as applicable, in excess thereof, or the entire remaining
Offshore Facility Commitment, and shall permanently reduce the Offshore Facility
Commitment. No such reduction shall result in the payment of any Offshore Rate
Loan other than on the last day of the Interest Period of such Loan unless such
prepayment is accompanied by amounts due, if any, under Section 5.05 hereof.
Each such reduction of the Offshore Facility Commitment shall be accompanied by
payment of the principal amount of the Offshore Facility Loans to the extent
that the Offshore Facility Outstandings exceed the Offshore Facility Commitment,
or to the extent that the Total Outstandings exceeds the Total Commitment, in
each case after giving effect to such reduction, together with accrued and
unpaid interest on the amounts prepaid. Any reduction of the Offshore Facility
Commitment hereunder shall result, ipso facto, in a reduction of the Total
Commitment.

      4.08 Elections of Subsequent Interest Periods. Subject to the limitations
set forth below and in Article V hereof, and provided that no Default or Event
of Default shall have occurred and be continuing, the Offshore Facility
Borrowers may, upon three (3) Business Days' notice to the Offshore Facility
Agent and the Agent prior to 11:00 A.M. (London, England time) elect a
subsequent Interest Period for all or a portion of Offshore Rate Loans under the
Offshore Facility to begin on the last day of the then current Interest Period
for such Offshore Rate Loans. Notice of any such Continuations shall be effected
by receipt of an appropriate Borrowing Notice and shall specify the effective
date of such Continuation and the Interest Period to be applicable to the
Offshore Facility Loan as Continued. Each Continuation pursuant to this Section
4.08 shall be subject to the limitations on Offshore Rate Loans set forth in the
definition of "Interest Period" herein and in Sections 4.01 and 4.03 and Article
V hereof. All such Continuations of Offshore Facility Loans shall be in the same
currency as the original such Loan.

      4.09 Use of Proceeds. The proceeds of the Offshore Facility Loans made
pursuant to the Offshore Facility hereunder shall be used by the Offshore
Facility Borrowers to finance capital expenditures and Permitted Acquisitions
and for other working capital and other lawful corporate purposes of the
Offshore Facility Borrowers.

      4.10 Offshore Facility Borrower Liability. Notwithstanding any other
provision of this Agreement to the contrary, no Offshore Facility Borrower shall
be liable for or have any obligation to pay (i) principal or interest with
respect to any Loans made to any other Borrower, (ii) Reimbursement


                                      -43-
<PAGE>

Obligations owing as to a Letter of Credit issued for the account of any other
Borrower, or (iii) fees, expenses or indemnities arising from or attributable to
any Loans made to, or Letters of Credit issued at the request of, any other
Borrower. The Parent and each other US Facility Borrower hereby acknowledges and
agrees that it is jointly and severally liable as primary obligor and not merely
as surety for all Obligations of the Offshore Facility Borrowers and the Parent
will be co-applicant upon all Offshore Facility Letters of Credit.

      4.11 Pro Rata Payment of Offshore Facility Loans.

      (a) Each of the Revolving Credit Lenders shall fund its Applicable
Commitment Percentage of each Offshore Facility Loan to the Offshore Facility
Agent as described in Section 4.01(b) above by payment to the Offshore Facility
Agent at its Principal Office in Same Day Funds in the Applicable Currency of
the applicable Offshore Facility Loan. The Offshore Facility Agent shall provide
notice to each Revolving Credit Lender by telephone or telefacsimile
transmission of the required funding of Offshore Facility Loans hereunder and
the outstanding principal amount and Applicable Currency of each Offshore
Facility Loan.

      (b) No Revolving Credit Lender shall be responsible for any default by any
other Revolving Credit Lender in such other Revolving Credit Lender's obligation
to pay its Applicable Commitment Percentage of any Offshore Facility Loan.

      (c) In the event that any Revolving Credit Lender fails to make available
to the Offshore Facility Agent the amount of its Applicable Commitment
Percentage of any Offshore Facility Loan as provided herein, the Offshore
Facility Agent shall be entitled to recover such amount on behalf of the
Revolving Credit Lenders on demand from such Revolving Credit Lender together
with interest at the customary rate set by the Agent for the correction of
errors among banks for three (3) Business Days and thereafter at a rate per
annum equal to the Offshore Facility Base Rate. A certificate of the Agent or
the Offshore Facility Agent submitted to any Revolving Credit Lender with
respect to amounts owing hereunder shall be conclusive in the absence of
manifest error. Without limiting the generality of the foregoing, in the event
any Revolving Credit Lender shall fail to fund its Applicable Commitment
Percentage of any Offshore Facility Loan with respect to an Offshore Facility
Loan as provided in Section 4.01(b) above, the Agent, in its capacity as a
Revolving Credit Lender hereunder, may, in its discretion, but shall not be
obligated to, make an Offshore Facility Advance hereunder as a Revolving Credit
Lender of all or any portion of such amount or amounts (each, a "deficiency
advance") and shall thereafter be entitled to payments of principal of and
interest on such deficiency advance in the same manner and at the same interest
rate or rates to which such other Revolving Credit Lender would have been
entitled had it funded its Applicable Commitment Percentage of such Offshore
Facility Loan as required by Section 4.01(b) above; provided that, upon payment
to the Agent from such other Revolving Credit Lender of the entire outstanding
amount of each such deficiency advance, together with accrued and unpaid
interest thereon, from the most recent date or dates interest was paid to the
Agent by the applicable Offshore Facility Borrower on each Offshore Facility
Loan comprising the deficiency advance, at the interest rate per annum described
in the first sentence of this Section 4.11(c), then such payment shall be
credited against the applicable Offshore Facility Advance of the Agent in full
payment of such deficiency advance and such Offshore Facility Borrower shall be
deemed to have borrowed the amount of such deficiency advance from such other
Revolving Credit Lender as of the most recent date or dates, as the case may be,
upon which any payments of interest were made by such Offshore Facility Borrower
thereon.

      (d) The Offshore Facility Agent shall promptly distribute to each
Revolving Credit Lender which has paid all such amounts payable by it hereunder
with respect to any Offshore Facility Loan made by such Revolving Credit Lender,
each such Revolving Credit Lender's Applicable Commitment Percentage of any and
all payments in respect of any Offshore Facility Loan, whether principal,
interest,


                                      -44-
<PAGE>

and/or fees and whether received directly from the applicable Offshore Facility
Borrower or otherwise. Any payment to any Revolving Credit Lender pursuant to
the preceding sentence shall be made in the Applicable Currency of each Offshore
Facility Loan in Same Day Funds by the Offshore Facility Agent to such Revolving
Credit Lender. If any payment received by the Offshore Facility Agent pursuant
to the immediately preceding sentence with respect to any Offshore Facility Loan
shall be required to be returned by it after such time as the Offshore Facility
Agent has distributed such payment to each Revolving Credit Lender that has
received a portion of such payment shall pay to the Offshore Facility Agent, an
amount equal to its Applicable Commitment Percentage of such amount to be
returned; provided, however, that no Revolving Credit Lender shall be
responsible for any default by any other Revolving Credit Lender in such other
Revolving Credit Lender's obligation to pay any such amount. Notwithstanding the
foregoing to the contrary, in the event any Revolving Credit Lender shall not be
able to fund its Applicable Commitment Percentage of any Offshore Facility Loan
with respect to an Offshore Rate Loan under the circumstances provided in
Section 5.01 or 5.03 of this Agreement, interest shall be allocated to such
Revolving Credit Lender according to the interest rate payable to such Revolving
Credit Lender as set forth in Section 5.04 of this Agreement.


                                      -45-
<PAGE>

                                    ARTICLE V

                            Changes in Circumstances

      5.01 Increased Cost and Reduced Return.

      (a) If, after the date hereof, the adoption of any applicable law, rule,
or regulation, or any change in any applicable law, rule, or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank, or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Applicable Lending
Office) or the Issuing Bank, with any request or directive (whether or not
having the force of law) of any such Governmental Authority, central bank, or
comparable agency:

            (i) shall subject such Lender (or its Applicable Lending Office) or
      the Issuing Bank to any tax, duty, or other charge with respect to any
      LIBOR-Based Loans, any Note, its obligation to make or to Participate in
      LIBOR-Based Loans or Reimbursement Obligations, or its obligation to issue
      any Letter of Credit; or shall change the basis of taxation of any amounts
      payable to such Lender (or its Applicable Lending Office) or the Issuing
      Bank under this Agreement or any Note in respect of any LIBOR-Based Loans,
      Letters of Credit or Reimbursement Obligations; provided that this clause
      (i) shall not apply to franchise taxes or other taxes imposed on or
      measured by the income of such Lender or Issuing Bank by any jurisdiction
      in which such Lender or Issuing Bank is organized or has an office;

            (ii) shall impose, modify, or deem applicable any reserve, special
      deposit, assessment, compulsory loan, or similar requirement (other than
      the Applicable Reserve Requirement utilized in the determination of the
      Eurodollar Rate or the Offshore Rate) relating to any extensions of credit
      or other assets of, or any deposits with or other liabilities or
      commitments of, such Lender (or its Applicable Lending Office) or Issuing
      Bank including the Applicable Commitments and Total Letter of Credit
      Commitment of such Lender or Issuing Bank Issuer hereunder; or

            (iii) shall impose on such Lender (or its Applicable Lending Office)
      or Issuing Bank or the London or applicable offshore interbank market any
      other condition affecting this Agreement or any Note or any of such
      extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) or Issuing Bank of making, Converting into,
Continuing, or maintaining or participating in any LIBOR-Based Loan or
Reimbursement Obligation or issuing any Letter of Credit or to reduce any sum
received or receivable by such Lender (or its Applicable Lending Office) or
Issuing Bank under this Agreement or any Note with respect to any LIBOR-Based
Loan, Reimbursement Obligation or Letter of Credit, then each Borrower in the
Facility or Facilities in which such Lender or Issuing Bank has made, or is
obligated to make, such LIBOR-Based Loans or to participate in Reimbursement
Obligations or to issue such Letters of Credit to which such increased costs
relate shall pay to such Lender or Issuing Bank on demand such amount or amounts
as will compensate such Lender or Issuing Bank for such increased cost or
reduction. If any Lender or Issuing Bank requests compensation by any Borrower
under this Section 5.01(a), the applicable Borrower may, by notice to such
Lender or Issuing Bank (with a copy to the Agent), suspend the obligation of
such Lender to make or Continue Loans, or to Convert Loans of any other Type
into Loans of such Type, or the obligation of such Issuing Bank to issue Letters
of Credit of the Type with respect to which such compensation is requested,
until the event or condition giving rise to such request ceases to be in effect
(in which case the provisions of Section 5.04 hereof shall be applicable);
provided that such suspension shall not affect the right of such Lender or
Issuing Bank to


                                      -46-
<PAGE>

receive the compensation so requested.

      (b) If, after the date hereof, any Lender or Issuing Bank shall have in
good faith reasonably determined that the adoption of any applicable law, rule,
or regulation regarding capital adequacy or any change therein or in the
interpretation or administration thereof by any Governmental Authority, central
bank, or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, central bank, or
comparable agency, has or would have the effect of reducing the rate of return
on the capital of such Lender, Issuing Bank, or any corporation controlling such
Lender or Issuing Bank as a consequence of such Lender's or Issuing Bank's
obligations hereunder to a level below that which such Lender or Issuing Bank or
such corporation could have achieved but for such adoption, change, request, or
directive (taking into consideration its policies with respect to capital
adequacy), then from time to time upon demand each Applicable Borrower in any
Facility in which such Lender or Issuing Bank has made or is obligated to make
Loans, or has issued or is obligated to issue Letters of Credit, shall pay to
such Lender or Issuing Bank such additional amount or amounts as will compensate
such Lender or Issuing Bank for such reduction.

      (c) Each Lender shall promptly notify the Borrowers and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender or Issuing Bank to compensation pursuant to this Section
5.01 and will designate a different Applicable Lending Office if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the judgment of such Lender or Issuing Bank, be otherwise
materially disadvantageous to it. Any Lender claiming compensation under this
Section 5.01 shall furnish to the Borrowers and the Agent a statement setting
forth the additional amount or amounts to be paid to it hereunder which shall be
conclusive in the absence of manifest error. In determining such amount, such
Lender or Issuing Bank may use any reasonable averaging and attribution methods.

      5.02 Limitation on Types of Loans. If on or prior to the first day of any
Interest Period for any LIBOR-Based Loan:

      (a) the Agent reasonably determines (which determination shall be
conclusive absent manifest error) that by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate or Offshore Rate, as the case may be, for such Interest Period;
or

      (b) the Agent reasonably determines (which determination shall be
conclusive absent manifest error) that (i) the Eurodollar Rate will not
adequately and fairly reflect the cost to the Lenders in such Facility of
funding LIBOR-Based Loans for such Interest Period or (ii) that the Offshore
Rate does not represent, in the case of any Revolving Credit Lender, the
effective cost to such Revolving Credit Lender for deposits in the Applicable
Currency of comparable amounts for the applicable Interest Period;

then the Agent shall give the Applicable Borrowers prompt notice thereof
specifying the relevant Type of Loans and the relevant amounts or periods, and
so long as such condition remains in effect, the Lenders in such Facility or
Facilities shall be under no obligation to make additional Loans of such Type,
Continue Loans of such Type, or to Convert Loans of any other Type into Loans of
such Type and the Applicable Borrower shall, on the last day(s) of the then
current Interest Period(s) for the outstanding Loans of the affected Type,
either repay such Loans or Convert such Loans into another Type of Loan in
accordance with the terms of this Agreement.

      5.03 Illegality. Notwithstanding any other provision of this Agreement, in
the event that it becomes unlawful for any Lender or its Applicable Lending
Office to make, maintain, or fund any


                                      -47-
<PAGE>

LIBOR-Based Loans hereunder, then such Lender shall promptly notify the
Applicable Borrowers in the Facility or Facilities in which such Lender has made
or is obligated to make such LIBOR-Based Loans and such Lender's obligation to
make or Continue any LIBOR-Based Loans and to Convert other Types of Loans into
such LIBOR-Based Loans shall be suspended until such time as such Lender may
again make, maintain, and fund such LIBOR-Based Loans (in which case the
provisions of Section 5.04 shall be applicable).

      5.04 Treatment of Affected Loans. If the obligation of any Lender to make
a particular Type of LIBOR-Based Loan or to Continue, or to Convert Loans of any
other Type into, Loans of a particular Type shall be suspended pursuant to
Section 5.01 or 5.03 hereof (Loans of such Type being herein called "Affected
Loans" and such Type being herein called the "Affected Type"), such Lender's
Affected Loans shall be automatically Converted into, in the case of the US
Facility, a Base Rate Loan applicable to the Facility in which the Affected
Loans were made or, in the case of the Offshore Facility, a Offshore Facility
Alternative Rate Loan (each referred to as "Substitute Base Rate Loans") on the
last day(s) of the then current Interest Period(s) for Affected Loans (or, in
the case of a Conversion required by Section 5.03 hereof, on such earlier date
as such Lender may specify to the Applicable Borrower with a copy to the Agent)
and, unless and until such Lender gives notice as provided below that the
circumstances specified in Sections 5.01 or 5.03 hereof that gave rise to such
Conversion no longer exist:

      (a) to the extent that such Lender's Affected Loans have been so
Converted, all payments and prepayments of principal that would otherwise be
applied to such Lender's Affected Loans shall be applied instead to its
Substitute Base Rate Loans; and

      (b) all Loans that would otherwise be made or Continued by such Lender as
Loans of the Affected Type shall be made or Continued instead as Substitute Base
Rate Loans, and all Loans of such Lender that would otherwise be Converted into
Loans of the Affected Type shall be Converted instead into (or shall remain as)
Substitute Base Rate Loans.

If such Lender gives notice to the Applicable Borrowers (with a copy to the
Agent) that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to the Conversion of such Lender's Affected Loans pursuant to this Section
5.04 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Loans of the Affected Type made
by other Lenders are outstanding, such Lender's Substitute Base Rate Loans shall
be automatically Converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Loans of the Affected Type, to the extent
necessary so that, after giving effect thereto, all Loans held by the Lenders
holding Loans of the Affected Type and by such Lender are held pro rata (as to
principal amounts, Types, and Interest Periods) in accordance with their
respective Applicable Commitment Percentage applicable to the Facility or
Facilities in which the Affected Loans were made.

      5.05 Compensation. Upon the request of any Lender, each Applicable
Borrower in any Facility in which such Lender has made or is obligated to make
Loans shall pay to such Lender such amount or amounts as shall be sufficient (in
the reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of:

      (a) any payment, prepayment, or Conversion of a LIBOR-Based Loan for any
reason (including, without limitation, the acceleration of the Loans pursuant to
Section 10.01 hereof) on a date other than the last day of the Interest Period
for such Loan; or

      (b) any failure by the Applicable Borrower for any reason (including,
without limitation, the failure of any condition precedent specified in Article
VI to be satisfied) to borrow, Convert, Continue, or prepay a LIBOR-Based Loan
on the date for such borrowing, Conversion, Continuation, or prepayment


                                      -48-
<PAGE>

specified in the relevant notice of borrowing, prepayment, Continuation, or
Conversion under this Agreement.

      5.06 Taxes.

      (a) Any and all payments by any Borrower to any Lender, Issuing Bank or
Agent under this Agreement and any other Loan Document shall be made free and
clear of, and without deduction or withholding for, any Taxes. In addition, each
Borrower shall pay all Other Taxes.

      (b) If any Borrower shall be required by law to deduct or withhold any
Taxes, Other Taxes or Further Taxes from or in respect of any sum payable
hereunder to any Lender, Issuing Bank or Agent, then:

            (i) the sum payable shall be increased as necessary so that, after
      making all required deductions and withholdings (including deductions and
      withholdings applicable to additional sums payable under this Section
      5.06), such Lender, Issuing Bank or Agent, as the case may be, receives
      and retains an amount equal to the sum it would have received and retained
      had no such deductions or withholdings been made;

            (ii) such Borrower shall make such deductions and withholdings;

            (iii) such Borrower shall pay the full amount deducted or withheld
      to the relevant taxing authority or other authority in accordance with
      applicable law; and

            (iv) such Borrower shall also pay to such Lender, Issuing Bank, or
      the Agent for the account of such Lender, Issuing Bank or Agent at the
      time interest is paid, Further Taxes in the amount necessary to preserve
      the after-tax yield the Lender, Issuing Bank or the Agent would have
      received if such Taxes, Other Taxes or Further Taxes had not been imposed.

      (c) Each US Facility Borrower jointly and severally agrees to indemnify
and hold harmless each Lender, Issuing Bank and the Agent for the full amount of
(i) Taxes, (ii) Other Taxes, and (iii) Further Taxes in the amount necessary to
preserve the after-tax yield the Lender, Issuing Bank or the Agent would have
received if such Taxes, Other Taxes or Further Taxes had not been imposed, and
any liability (including penalties, interest, additions to tax and expenses)
arising therefrom or with respect thereto. Each Offshore Facility Borrower
individually agrees to indemnify and hold harmless each Lender, Issuing Bank,
the Offshore Facility Agent, and the Agent for the full amount of (i) Taxes,
(ii) Other Taxes, and (iii) Further Taxes imposed in connection with the
Offshore Facility Loans made to (or payments with respect thereto by) that
Offshore Facility Borrower in the amount necessary to preserve the after-tax
yield the Lender, Issuing Bank, the Offshore Facility Agent, or the Agent would
have received if such Taxes, Other Taxes or Further Taxes had not been imposed,
and any liability (including penalties, interest, additions to tax and expenses)
arising therefrom or with respect thereto. Payment under this indemnification
shall be made within thirty (30) days after the date the applicable Lender,
Issuing Bank, the Offshore Facility Agent, or the Agent makes written demand
therefor.

      (d) Within thirty (30) days after the date of any payment to a
Governmental Authority by the applicable Borrower of Taxes, Other Taxes or
Further Taxes, such Borrower shall furnish to each Lender, Issuing Bank, the
Offshore Facility Agent, or the Agent the original or a certified copy of a
receipt evidencing payment thereof, or other evidence of payment satisfactory to
such Lender, Issuing Bank, the Offshore Facility Agent or the Agent.

      (e) If any Borrower is required to pay any amount to any Lender pursuant
to subsections (b)


                                      -49-
<PAGE>

or (c) of this Section 5.06, then such Lender shall use reasonable efforts
(consistent with legal and regulatory restrictions) to change the jurisdiction
of its Applicable Lending Office so as to eliminate any such additional payment
by such Borrower which may thereafter accrue, if such change in the judgment of
such Lender is not otherwise materially disadvantageous to such Lender.

      (f) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Lender listed on the signature pages hereof and on
or prior to the date on which it becomes a Revolving Credit Lender in the case
of each other Lender, and from time to time thereafter if requested in writing
by any US Facility Borrower or the Agent (but only so long as such Lender
remains lawfully able to do so), shall provide the Parent and the Agent with (i)
Internal Revenue Service Form W-8BEN or W-8ECI, as appropriate, or any successor
form prescribed by the Internal Revenue Service, certifying that such Lender is
entitled to benefits under an income tax treaty to which the United States is a
party which eliminates withholding tax on payments of interest or certifying
that the income receivable pursuant to this Agreement is effectively connected
with the conduct of a trade or business in the United States, (ii) Internal
Revenue Service Form W-8 or W-9, as appropriate, or any successor form
prescribed by the Internal Revenue Service, and (iii) any other form or
certificate required by any taxing authority (including any certificate required
by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that
such Lender is entitled to an exemption from tax on payments pursuant to this
Agreement or any of the other Loan Documents.

      (g) Each Revolving Credit Lender shall deliver to the appropriate Person
such application forms, certificates, documents or other evidence as may be
required from time to time, properly completed and duly executed, to enable the
Offshore Facility Borrowers to be able to pay interest on the Offshore Facility
Loans denominated in Japanese Yen or euro without withholding or deduction for
or on account of any income tax of any Applicable Country.

      (h) For any period with respect to which a Lender has failed to provide
the Parent and the Agent with the appropriate form pursuant to Section 5.06(f)
or (g) above, as applicable (unless such failure is due to a change in treaty,
law, or regulation occurring subsequent to the date on which a form originally
was required to be provided), such Lender shall not be entitled to
indemnification under Sections 5.06(a), (b), or (c) above with respect to Taxes;
provided, however, that should a Lender, which is otherwise exempt from or
subject to a reduced rate of withholding tax, become subject to Taxes because of
its failure to deliver a form required hereunder, each Applicable Borrower shall
take such steps as such Lender shall reasonably request to assist such Lender to
recover such Taxes.

      (i) Without prejudice to the survival of any other agreement of any
Borrower hereunder, the agreements and obligations of each Borrower contained in
this Section 5.06 shall survive the occurrence of the Facility Repayment Date.

      5.07 Replacement Lender. In the event any Lender seeks additional
compensation pursuant to this Article V or is restricted from making any
LIBOR-Based Loan under this Agreement (a "Restricted Lender"), so long as no
Default or Event of Default shall have occurred and be continuing and the Parent
has obtained a commitment from another Lender or an Eligible Assignee to become
a Lender for all purposes hereunder, the Parent may cause such Restricted Lender
to be replaced by, and to assign all its Loans, Applicable Participations and
other Obligations owing thereto pursuant to Section 12.01 hereof to, such other
Lender or an Eligible Assignee reasonably acceptable to the Agent which is not
similarly restricted and will not seek such additional compensation. Such
Restricted Lender agrees to execute and to deliver to the Agent of each Facility
in which such Restricted Lender has made or was obligated to make Loans an
Assignment and Acceptance with such replacement Lender as provided in Section
12.01 hereof upon payment at par of all principal, interest, fees and other
amounts owing under this Agreement to such Restricted Lender. The Parent shall
pay to the Agent the processing fee required by Section


                                      -50-
<PAGE>

12.01(a)(iv) hereof in connection with such assignment.

      5.08 Funding. In the event any Borrower elects to obtain any Offshore
Facility Loans as LIBOR-Based Loans, or elects to Continue any LIBOR-Based
Loans, any Revolving Credit Lender may, if it so elects, fulfill its obligation
to make or Continue any portion of the principal amount of any Offshore Facility
Loan as, a LIBOR-Based Loan in accordance with any election made by such
Offshore Facility Borrower by causing a foreign branch or affiliate of such
Revolving Credit Lender or an international banking facility created by such
Revolving Credit Lender to make such LIBOR-Based Loan; provided, that in such
event such LIBOR-Based Loan shall be deemed to have been made by such Lender,
and the obligation of the Applicable Borrower to repay such LIBOR-Based Loan
shall nevertheless be to such Revolving Credit Lender and shall be deemed to be
held by such Revolving Credit Lender, to the extent of such LIBOR-Based Loan,
for the account of such foreign branch, affiliate or international banking
facility. In addition, the Offshore Facility Borrowers hereby consent and agree
that, for purposes of any determination to be made for purposes of this
Agreement (including Sections 5.01, 5.02, 5.03 and 5.04 hereof), it shall be
conclusively assumed that each Revolving Credit Lender elected to fund all
LIBOR-Based Loans by purchasing deposits in the Applicable Currency in its
eurocurrency office's interbank eurocurrency market.

      5.09 Economic and Monetary Union in the European Community. The Agent may
from time to time further modify the terms of, and practices contemplated by,
this Agreement with respect to the euro to the extent the Agent determines, in
its reasonable discretion, that such modifications are necessary or convenient
to reflect new laws, regulations, customs or practices developed in connection
with the euro. The Agent may effect such modifications, and this Agreement shall
be deemed so amended, without the consent of the Borrower or Lenders to the
extent such modifications are not materially disadvantageous to the Borrower and
the Lenders, upon notice thereto.

      5.10 Request For Compensation, etc. Any Lender requesting any type of
compensation, reimbursement, indemnity or other payment provided for in this
Article V (a) shall not make any such request to the extent such Lender does not
generally require such compensation, reimbursement, indemnity or other payment
from its customers generally and (b) shall have waived its rights referred to
such payment unless it shall have delivered written notice of any such request
to the Parent within one hundred eighty (180) days of the date such Lender
becomes aware of, or should reasonably have become aware of, the event or
circumstance giving rise to such request, which notice shall describe and
explain the basis for the request and the calculation thereof.


                                      -51-
<PAGE>

                                   ARTICLE VI

      Conditions to Closing, to Making Loans, and Issuing Letters of Credit

      6.01 Conditions of Closing. The effectiveness of this Agreement is subject
to the following conditions precedent:

      (a) The Agent shall have received, on the Closing Date in form and
substance satisfactory to the Agent and the Lenders the following:

            (i) executed originals of each of this Agreement, each Note
      requested by any Lender, the Facility Guaranty and the other Loan
      Documents, together with all schedules and exhibits thereto in form and
      substance satisfactory to the Agent and the Lenders;

            (ii) the favorable written opinion of special U.S. counsel with
      respect to enforceability and internal counsel with respect to all other
      matters, substantially in the form previously received in connection with
      the closing of the Existing Credit Agreement dated the Closing Date,
      addressed to the Agent and the Lenders and satisfactory to special counsel
      to the Agent;

            (iii) resolutions of the board of directors (or of the appropriate
      committee thereof) of each of the US Facility Borrowers and the Guarantors
      certified by its secretary or assistant secretary as of the Closing Date,
      approving and adopting the Loan Documents to be executed by such Borrower
      or Guarantor, and authorizing the execution and delivery thereof; specimen
      signatures of officers of each Borrower and Guarantor executing the Loan
      Documents, certified by the Secretary or Assistant Secretary of such
      Borrower or Guarantor, as applicable, and with respect to each Offshore
      Facility Borrower comparable resolutions (or other corporate or equity
      holder action) and specimen signatures customary in the jurisdiction of
      organization of such Borrower for entering into transactions of the type
      contemplated hereby;

            (iv) copies of the Organizational Documents and Operating Documents
      of each US Facility Borrower and each Guarantor certified as true and
      correct by the secretary or assistant secretary of each US Facility
      Borrower or Guarantor, as applicable, and, with respect to each Offshore
      Facility Borrower, comparable organizational and operating documents for
      the jurisdiction of organization of such Borrower certified by an
      appropriate officer of such Borrower;

            (v) certificates issued as of a recent date by the Secretary of
      State or comparable official of the jurisdiction of the formation of each
      of the US Facility Borrowers and each Guarantor as to the corporate good
      standing of such Borrower or Guarantor, as applicable, therein, and, with
      respect to the Offshore Facility Borrowers, comparable evidence of legal
      existence of such Borrower to the extent available in the jurisdiction of
      organization of such Borrower;

            (vi) all fees, including all commitment fees, payable by the
      Borrowers on the Closing Date to the Agent or the Lenders;

            (vii) financial statements of the Borrower and its Subsidiaries
      required to be delivered pursuant to Section 7.04(a)(i) hereof;

            (viii) a certificate of an Authorized Representative of the Parent
      reasonably satisfactory


                                      -52-
<PAGE>

      to the Agent and the Lenders as to the matters set forth in Sections
      6.01(b)(ii) through (iv) and 6.01(c)(i) hereof;

            (ix) written confirmation that no outstanding liabilities,
      obligations, or debts exist under the Existing Credit Agreement from Bank
      of America, National Association and evidence, satisfactory to the Agent,
      in its reasonable discretion, that the Existing Credit Agreement has
      expired or has been cancelled according to its terms and not been renewed;
      and

            (x) such other documents, instruments, certificates and opinions as
      the Agent or any Lender may reasonably request on or prior to the Closing
      Date in connection with the consummation of the transactions contemplated
      hereby.

      (b) Each of the following shall have occurred or be true:

            (i) The Agent shall have completed all due diligence with respect to
      the Parent and its Subsidiaries in scope and determination satisfactory to
      the Agent in its sole discretion;

            (ii) There shall not be any action, suit, investigation or
      proceeding pending or threatened in any court or before any arbitrator or
      governmental instrumentality that (a) purports to affect the transactions
      contemplated hereby, (b) would reasonably be expected to have a material
      adverse effect on the business, operations or condition (financial or
      otherwise) of the Parent and its Subsidiaries taken as a whole or (c)
      would reasonably be expected to have a material adverse effect on the
      ability of the Loan Parties to perform their respective obligations
      hereunder or under the other Loan Documents;

            (iii) The Parent and its Subsidiaries shall be in compliance with
      all existing financial and material contractual obligations before and
      immediately after giving effect to the financings and other transactions
      contemplated hereby;

            (iv) The Parent and its Subsidiaries shall have received all
      government, shareholder and third-party approvals, consents and waivers,
      and shall have made or given all necessary filings and notices, as shall
      be required to consummate the transactions contemplated hereby without the
      occurrence of any default under, conflict with or violation of (A) any
      applicable law, rule, regulation, order or decree of any court or other
      Governmental Authority or arbitral authority, (B) any Organizational
      Document or Operating Documents of the Parent or any Subsidiary or (C) any
      agreement, document or instrument to which any of the Parent or any
      Subsidiary is a party or by which any of them or their properties is
      bound, if such default, conflict or violation would reasonably be expected
      to result in a material adverse effect on the business, operations or
      condition (financial or otherwise) of the Parent and its Subsidiaries
      taken as a whole; and all applicable waiting periods shall have expired
      without any action being taken or threatened in writing by any authority
      that could restrain, prevent or impose any material adverse conditions on
      the making of any Loan or other transactions contemplated hereby, and no
      law or regulation shall be applicable which would reasonably be expected
      to have a Material Adverse Effect; and

      (c) In the good faith judgment of the Agent and the Lenders:

            (i) There shall not have occurred a material adverse change in the
      business, operations or condition (financial or otherwise) of the Parent
      and its Subsidiaries taken as a whole since March 31, 2004; and


                                      -53-
<PAGE>

            (ii) Since May 20, 2004, there shall not have occurred and be
      continuing a material adverse change in the market for syndicated credit
      facilities similar in nature to the Facilities or a material disruption
      of, or a material adverse change in, financial, banking or capital market
      conditions, in each case as determined by the Agent in its reasonable
      discretion.

      6.02 Conditions of Loans, Letters of Credit. The obligations of the
Lenders to make any Advances and of the Issuing Bank to issue (or renew) Letters
of Credit on or subsequent to the Closing Date are subject to the satisfaction
of the following conditions:

      (a) in the case of each Advance, the Agent shall have received a Borrowing
Notice if required hereby;

      (b) the representations and warranties of the Borrowers set forth in
Article VII hereof and in each of the other Loan Documents shall be true and
correct on and as of the date of such Advance or Letter of Credit, with the same
effect as though such representations and warranties had been made on and as of
such date, except to the extent that such representations and warranties
expressly relate to the Closing Date or other earlier date and except that the
financial statements referred to in Section 7.04(a)(ii) below shall be deemed to
be those financial statements most recently delivered to the Agent and the
Lenders pursuant to Section 8.08(a) or (b) hereof;

      (c) at the time of each such Advance or the issuance or renewal of a
Letter of Credit, no Default or Event of Default shall have occurred and be
continuing;

      (d) immediately after giving effect to a US Facility Advance or the
issuance or renewal of a Letter of Credit, the Total Outstandings shall not
exceed the Total Commitment;

      (e) immediately after giving effect to an Offshore Facility Advance, (i)
the Offshore Facility Outstandings shall not exceed the Offshore Facility
Commitment and (ii) Total Outstandings shall not exceed the Total Commitment;

      (f) in the case of the issuance of a US Letter of Credit, the applicable
US Facility Borrower shall have executed and delivered to the Issuing Bank an
Application and Agreement for Letter of Credit in form and content acceptable to
the Issuing Bank together with such other instruments and documents as it shall
reasonably request, and in the case of the issuance of an Offshore Letter of
Credit, the applicable Offshore Facility Borrower shall have executed and
delivered to the Issuing Bank an Application and Agreement for Letter of Credit,
together with such other instruments and documents as it shall reasonably
request.

      (g) immediately after giving effect to the issuance of a Letter of Credit
or renewal thereof, the aggregate US Dollar Equivalent Amount of all outstanding
Participations in Letters of Credit and Reimbursement Obligations arising from
Letters of Credit (or in the case of the Issuing Bank, its remaining interest
after deduction of all Participations in Letters of Credit and Reimbursement
Obligations arising from Letters of Credit of other Lenders) for each Lender and
in the aggregate shall not exceed, respectively, (X) such Lender's Letter of
Credit Commitment or (Y) the Total Letter of Credit Commitment;

Each request for a borrowing, Continuation or Conversion of Loans or the
issuance or renewal of a Letter of Credit shall constitute a representation and
warranty by the Borrowers that the conditions set forth in clauses (b) and (c)
above have been satisfied as of the date thereof and that as of the date of such
Advance or issuance or renewal of a Letter of Credit there has not been any
material adverse change in the business, operations or condition (financial or
otherwise) of the Parent and its Subsidiaries taken as a


                                      -54-
<PAGE>

whole since the date of the financial statements most recently delivered to the
Agent and the Lenders pursuant to Section 8.08(a) or (b) hereof.


                                      -55-
<PAGE>

                                   ARTICLE VII

                         Representations and Warranties

      Each Borrower represents and warrants to and in favor of the Agent and
each Lender with respect to itself and to its Subsidiaries (which
representations and warranties shall survive the delivery of the documents
mentioned herein, the making of Loans and the issuances of the Letters of
Credit) that:

      7.01 Incorporation, Good Standing, and Due Qualification. Each Borrower
and each Guarantor is a corporation, partnership, limited partnership, limited
liability company or other legal business entity duly incorporated or organized
as the case may be, validly existing, and in good standing under the laws of the
jurisdiction of its formation; has the corporate power and authority to own its
assets and to transact the business in which it is now engaged or proposed to be
engaged in; and is duly qualified as a foreign corporation or company and in
good standing under the laws of each other jurisdiction in which such
qualification is required and in which the failure to so qualify would have a
material adverse effect on the Parent, the Borrower and each of the Guarantors
taken as a whole.

      7.02 Corporate Power and Authority. The execution, delivery, and
performance by each Loan Party of the Loan Documents to which each is a party
have been duly authorized by all necessary Organizational Action and do not and
will not (a) require any consent or approval of the shareholders or members of
such corporation or company not already received or obtained; (b) contravene
such Loan Party's Organizational Documents or Operating Documents; (c) violate
any provision of any law, rule, regulation (including, without limitation,
Regulation U of the Board of Governors of the Federal Reserve System), order
writ, judgment, injunction, decree, determination, or award presently in effect
having applicability to such corporation or company; (d) result in a breach of
or constitute a default under any indenture or loan or credit agreement or any
other material agreement, lease, or instrument to which such corporation or
company is a party or by which it or its properties may be bound or affected;
(e) result in, or require, the creation or imposition of any Lien, upon or with
respect to any of the properties now owned or hereafter acquired by such
corporation or company except as contemplated, by this Agreement; or (f) cause
such corporation or company to be in default under any such law, rule,
regulation, order, writ, judgment, injunction, decree, determination, or award
or any such indenture, agreement, lease, or instrument.

      7.03 Legally Enforceable Agreement. This Agreement and each of the other
Loan Documents have been duly and validly executed by each Borrower and each
Guarantor, as the case may be, and delivered to the Agent, and constitute the
legal, valid, and binding obligations of the Parent, each Borrower and each
Guarantor, as the case may be, enforceable against the Parent, each Borrower and
each Guarantor, as the case may be, in accordance with their respective terms,
except to the extent that such enforcement may be limited by applicable
bankruptcy, insolvency, and other similar laws affecting creditor's rights
generally.

      7.04 Financial Statements; Adverse Changes.

      (a) Except as set forth on Schedule 7.04 attached hereto, as to the Parent
and each of its Subsidiaries:

            (i) The Parent's consolidated balance sheet as of December 26, 2003
      and the related consolidated statements of income and retained earnings
      and cash flows for the Fiscal Year then ended, and the accompanying
      footnotes, together with the opinion thereon of KPMG LLP, independent
      certified public accountants, and the Parent's consolidating balance sheet
      as of


                                      -56-
<PAGE>

      December 26, 2003, and the related consolidating statements of income and
      retained earnings and cash flows for the year then ended as prepared by
      the Parent, and the Parent's interim consolidated and consolidating
      balance sheet as of March 26, 2004, and the related consolidated and
      consolidating statements of income and retained earnings and cash flows
      for the three-month period then ended, copies of which have been furnished
      to the Agent, fairly present in all material respects their financial
      condition as at such dates and the results of their operations for the
      periods covered by such statements, all in accordance with GAAP (subject
      to year-end adjustments and the absence of footnotes in the case of the
      interim financial statements);

            (ii) since the date of the last financial statement delivered under
      (i) above, there has been no material adverse change in consolidated
      condition (financial or otherwise), business, or operations, of the Parent
      and the Subsidiaries taken as a whole; and

            (iii) there are no liabilities, fixed or contingent, which are
      material but are not reflected in the financial statements or in the notes
      thereto, other than liabilities arising in the ordinary course of business
      since the date of the last financial statement delivered under (i) above,
      or liabilities not required to be reflected on a balance sheet under GAAP.

      (b) No written information, exhibit, or report furnished by any Borrower
to the Agent or any Lender in connection with the negotiation of this Agreement
contained any material misstatement of fact or omitted to state a material fact
necessary to make the statement contained therein not materially misleading,
other than unknowing misstatements or omissions of facts the occurrence of which
could not reasonably have had a material adverse effect on the credit decision
of the Agent or the Lenders with regard to the Borrowers taken as a whole; it
being understood that each Borrower represents that financial and other
projections provided to the Agent and the Lenders were made in good faith and
based on assumptions believed by each Borrower to be reasonable, but that no
representation is made as to their ultimate accuracy.

      7.05 Labor Disputes and Acts of God. Except as set forth on Schedule 7.05,
since December 31, 2003, neither the business nor the properties of any
Borrower, or any other Subsidiaries have been affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy, or other casualty
(whether or not covered by insurance) materially and adversely affecting the
business, properties or operations of the Borrowers and the Parent's other
Subsidiaries as a whole.

      7.06 Other Agreements. Neither the Parent nor any of its Subsidiaries is a
party to any indenture, loan, or credit agreement, or to any lease or other
agreement or instrument, or subject to any charter or corporate restriction
which might reasonably be expected to have a material adverse effect on the
business, properties, assets, operations, or conditions, financial or otherwise,
of the Parent and its Subsidiaries as a whole, or the ability of the Borrowers
and the Guarantors as a whole to carry out their obligations under the Loan
Documents. None of the Borrowers nor any Subsidiary is in default in any respect
in the performance, observance, or fulfillment of any of the obligations,
covenants, or conditions contained in any agreement or instrument, which default
is material to the business of the Parent and its Subsidiaries taken as a whole.

      7.07 Litigation. Except as set forth on Schedule 7.07, there is no pending
or, to any Borrower's knowledge, threatened action or proceeding against or
affecting the Parent or any of its Subsidiaries before any court, governmental
agency, or arbitrator which could reasonably be expected to (a) in any one case
or in the aggregate, materially adversely affect the financial condition,
operations, properties, or business of the Parent and its Subsidiaries taken as
a whole, or (b) involve a significant risk of any legal impediment to
performance by Borrowers and the Guarantors as a whole of their obligations


                                      -57-
<PAGE>

under the Loan Documents.

      7.08 No Defaults on Outstanding Judgments or Orders. The Parent and its
Subsidiaries have satisfied all material monetary judgments against them and
neither the Parent nor any of its Subsidiaries are in default with respect to
any judgment, writ, injunction, decree, rule, or regulation of any court,
arbitrator, or federal, state, municipal, or other governmental authority,
commission, board, bureau, agency, or instrumentality, domestic or foreign which
could reasonably be expected to have a material adverse effect on the business,
operations or condition (financial or otherwise) of the Parent and its
Subsidiaries taken as a whole.

      7.09 Ownership and Liens. Except as set forth on Schedule 7.09 or in the
financial statements referred to in Section 7.04 hereof as of the Closing Date,
the Parent and each of its Subsidiaries have title to, or valid leasehold
interests in, all of its properties and assets, real and personal, including the
properties and assets and leasehold interests reflected in the financial
statements referred to in Section 7.04 hereof (other than any properties or
assets disposed of in the ordinary course of business), and none of the
properties and assets owned by the Parent, the Borrower or any of their
Subsidiaries and none of their leasehold interests is subject to any Lien,
except such as may be permitted pursuant to Sections 9.01 or 9.04 of this
Agreement.

      7.10 Subsidiaries and Ownership of Stock. Set forth on Schedule 7.10
attached hereto as of the Closing Date is a complete and accurate list of and an
organization chart showing all the direct and indirect Subsidiaries of the
Parent, showing the jurisdiction of incorporation of each and showing the
percentage and manner of ownership of the outstanding stock of each Subsidiary.
To the Borrowers' knowledge, all of the outstanding capital stock of each
Subsidiary has been validly issued, is fully paid and nonassessable, and such
stock is owned free and clear of all Liens except those permitted by Section
9.01 hereof.

      7.11 ERISA. Each Employee Benefit Plan is in compliance in all respects
with all applicable provisions of ERISA. Except as set forth on Schedule 7.11
attached hereto, neither a Reportable Event nor a Prohibited Transaction has
occurred and is continuing with respect to any Pension Plan; no notice of intent
to terminate a Pension Plan has been filed nor has any Pension Plan been
terminated under circumstances which could result in any material liability to
the PBGC; no circumstances exist which constitute grounds under Section 4042 of
ERISA entitling the PBGC to institute proceedings to terminate, or appoint a
trustee to administrate, a Pension Plan, nor has the PBGC instituted any such
proceedings; except as previously disclosed to each Bank in writing, neither the
Parent nor any of its Pension Subsidiaries, nor any of their respective ERISA
Affiliates has, within the last six years, completely or partially withdrawn
under Sections 4201 or 4204 of ERISA from a Multiemployer Plan to the extent
ERISA applies to such Loan Party; the Parent, and each of its Subsidiaries and
each ERISA Affiliate have met their minimum funding requirements under ERISA
with respect to each Employee Benefit Plan and there is no accumulated funding
deficiency (as defined in Section 302 of ERISA) with respect to any Employee
Benefit Plan to which such standard applies; and neither the Parent, the other
Borrowers nor any ERISA Affiliate has incurred any liability to the PBGC under
ERISA (other than for payment of PBGC premiums). Notwithstanding the foregoing,
there shall not be deemed to be any breach of representation under this Section
7.11 unless the matters described herein cause a Material Adverse Effect.

      7.12 Operation of Business. Except as set forth on Schedule 7.07 and as
could not reasonably be expected to have a Material Adverse Effect, (a) the
Parent, and each of its Subsidiaries possess all licenses, permits, franchises,
patents, copyrights, trademarks, and tradenames or rights thereto, necessary for
the conduct of its business substantially as now conducted and as presently
proposed to be conducted, and (b) neither the Parent nor any of its Subsidiaries
are in violation of any valid rights of others with


                                      -58-
<PAGE>

respect to any of the foregoing.

      7.13 Taxes. The Parent and each of its Subsidiaries have filed all tax
returns (foreign, federal, state, and local) required to be filed and, except
for such amounts as are contested in good faith and for which adequate reserves
are established on its books and records, have paid all taxes, assessments, and
governmental charges and levies thereon to be due, including any applicable
interest and penalties. The United States federal income tax liability of the
Parent and each of its Domestic Subsidiaries has been audited by the Internal
Revenue Service or has been finally determined and satisfied for all taxable
years up to and including the taxable year ended December 31, 2000. In addition,
neither the Parent nor any of its Domestic Subsidiaries have any pending
material disputes with the Internal Revenue Service.

      7.14 Debt. The Parent and its Subsidiaries are not indebted under any
credit agreement, indenture, purchase agreement, guaranty, Capital Lease, or
other investment or agreement relating to Indebtedness for Money Borrowed except
as disclosed in the financial statements referred to in Section 7.04 hereof or
as set forth on Schedule 7.14 attached hereto as of the Closing Date.

      7.15 Environmental Matters. To the best of the Parent's and each
Borrower's respective knowledge, except as set forth on Schedule 7.15 attached
hereto, and except for such matters as could not reasonably be expected to have
a Material Adverse Effect, no real property owned or leased by the Parent or any
of their Subsidiaries is in violation of any applicable Environmental Laws, no
Hazardous Materials are present on said real property except in accordance with
applicable law and neither the Parent nor any of its Subsidiaries has been
identified in any litigation, administrative proceedings or investigation as a
responsible party for any liability under any Environmental Laws.

      7.16 Other Laws. Except as otherwise specifically disclosed in this
Article VII or on any schedule referred to herein or except as could not
reasonably be expected to have a Material Adverse Effect, the Parent and each of
its Subsidiaries are in compliance with all laws, rules, regulations and orders
applicable to them or any of their property.

      7.17 No Untrue Statement. Neither (a) this Agreement or any other Loan
Document or certificate or document executed and delivered by or on behalf of
the Parent or any Subsidiary in accordance with or pursuant to any Loan Document
nor (b) any written statement provided to the Agent in connection with the
negotiation or preparation of the Loan Documents contains any misrepresentation
or untrue statement of material fact or omits to state a material fact
necessary, in light of the circumstance under which it was made, in order to
make any such warranty, representation or statement contained therein not
misleading.

      7.18 Margin Stock. The proceeds of the borrowings made hereunder will be
used by the Borrowers only for the purposes expressly authorized herein. None of
such proceeds will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin stock or for the purpose of reducing or
retiring any Indebtedness which was originally incurred to purchase or carry
margin stock or for any other purpose which violates or which would be
inconsistent with Regulation U (12 CFR Part 221) or Regulation X (12 CFR Part
224) of the Board. Neither the Borrower nor any agent acting in its behalf has
taken or will take any action which might cause this Agreement or any of the
documents or instruments delivered pursuant hereto to violate any regulation of
the Board or to violate the Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, or any state securities laws, in each case
as in effect on the date hereof.

      7.19 Regulated Company. No Loan Party is (i) an "investment company," or
an "affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company", as such terms are defined in the Investment Company Act of
1940, as amended (15 U.S.C. ss. 80a-1, et seq.) or (ii) a


                                      -59-
<PAGE>

"holding company" or a "subsidiary company" or "affiliate" of a "holding
company" as such terms are defined in the Public Utility Holding Company Act of
1935, as amended. The application of the proceeds of the Loans and repayment
thereof by the Borrowers and the performance by the Borrowers and the other Loan
Parties of the transactions contemplated by the Loan Documents will not violate
any provision of said Act, or any rule, regulation or order issued by the SEC
thereunder, in each case as in effect on the date hereof.


                                      -60-
<PAGE>

                                  ARTICLE VIII

                              Affirmative Covenants

      Until the Facility Repayment Date, unless the Required Lenders shall
otherwise consent in writing, the Parent will and will cause each Subsidiary to:

      8.01 Maintenance of Existence. (a) Preserve and maintain (i) its
Organizational Documents and Operating Documents or equivalent documents and,
with respect to each Loan Party only, in the forms delivered to the Agent on or
prior to the date hereof, except for such changes or amendments as would not be
materially adverse to the Lenders, (ii) each business segment which generated
gross revenues in excess of $5,000,000 during any calendar year since 1999; and
(iii) its corporate or other legal existence and good standing in the
jurisdiction of its incorporation or organization, and (b) qualify and remain
qualified, as a foreign corporation in each jurisdiction referred to in Section
7.01 above; provided that this Section 8.01 shall not apply to any action
permitted under Sections 9.03, 9.05, 9.06, 9.07, 9.10 or 9.11 below.

      8.02 Maintenance of Records. Keep accurate records and books of account,
in which complete entries will be made in accordance with GAAP, reflecting all
material financial transactions of the Parent and each of its Subsidiaries.

      8.03 Maintenance of Properties. Maintain and preserve all of its material
properties (tangible and intangible) necessary or useful in the proper conduct
of its business in good working order and condition, casualty covered by
insurance and ordinary wear and tear excepted.

      8.04 Conduct of Business; Permits and Approvals; Compliance with Laws.
Continue to engage in a business of the same general type as conducted by it on
the date of this Agreement; maintain, and cause each such Subsidiary to
maintain, in full force and effect, its material franchises, and all material
licenses, patents, trademarks, tradenames, contracts, permits, approvals and
other rights necessary to the profitable conduct of its business; and comply in
all material respects with all applicable laws, rules, regulations, and orders
of any governmental agency.

      8.05 Maintenance of Insurance. Maintain insurance with financially sound
and reputable insurance companies or associations in such amounts and covering
such risks as are usually carried by companies engaged in the same or a similar
business and similarly situated, which insurance may provide for reasonable
deductibility from coverage thereof.

      8.06 Payment of Debt; Payment of Taxes; Etc. Promptly pay and discharge:

            (a) all of its Debt in accordance with the terms thereof;

            (b) all taxes, assessments, and governmental charges or levies
      imposed upon it or upon its income or profits, upon any of its property,
      real, personal or mixed, or upon any part thereof, before the same shall
      become in default;

            (c) all claims for labor, materials and supplies or otherwise not
      being actively contested in good faith, which if unpaid, might become a
      Lien upon such property or any part thereof;

provided, however, that the Loan Parties shall not be required to pay and
discharge (or to cause any Subsidiary to pay and discharge) any such Debt, tax,
assessment, charge, levy or claim so long as the


                                      -61-
<PAGE>

failure to so pay or discharge does not constitute or result in a Default under
Section 10.01(e) or (i) and so long as no foreclosure or other similar
proceedings shall have been commenced against such property or any part thereof
and so long as the validity thereof shall be contested in good faith by
appropriate proceedings diligently pursued and it shall have set aside on its
books adequate reserves with respect thereto to the extent required by GAAP.

      8.07 Right of Inspection. At any reasonable time and from time to time,
upon prior notice, permit the Agent or any agent or representative of the Agent
to examine and make copies of and abstracts (with respect to financial
information) from the records and books of account of, and visit the properties
of, the Parent, the other Borrowers or any of their respective Subsidiaries, and
to discuss the affairs, finances, and accounts of the Parent, and its
Subsidiaries with any of their officers and directors and the Parent's
independent accountants. Such discussions with the independent accountants
shall, if no Default or Event of Default has occurred, be in the presence of the
Parent's Officers, be at the expense of the Agent unless the Agent reasonably
determines that such discussions are necessary for the analysis or
interpretation of the financial statements for the purpose of determining
whether the Parent, the other Borrowers and/or the Guarantors are in compliance
with the Loan Documents or assessing the significance of a Default or possible
Default.

      8.08 Reporting Requirements. Furnish to the Agent:

            (a) As soon as available and in any event within forty-five (45)
      days after the end of each of the first three quarters of each Fiscal Year
      of the Parent, consolidated and consolidating balance sheets of the Parent
      and its Subsidiaries as of the end of such quarter, consolidated and
      consolidating statements of income and retained earnings of the Parent and
      its Subsidiaries for the period commencing at the end of the previous
      Fiscal Year and ending with the end of such quarter, and a consolidated
      and consolidating statement of cash flows of the Parent and its
      Subsidiaries for the portion of the Fiscal Year ended with the last day of
      such quarter, all in reasonable detail and stating in comparative form the
      respective consolidated and consolidating figures for the corresponding
      date and period in the previous Fiscal Year and all prepared in accordance
      with GAAP (except for the absence of footnotes and subject to year-end
      adjustments) and certified by the controller/chief accounting officer,
      chief executive officer or treasurer of the Parent, it being understood
      that the aforesaid consolidated financial statements may be provided in
      the form of a copy of the Parent Form 10-Q as filed with the SEC; the
      consolidating statements required by this Subsection and Subsection (b)
      below shall be in approximately the same form as those in existence on the
      date hereof and described in Section 7.04;

            (b) As soon as available and in any event within ninety (90) days
      after the end of each Fiscal Year of the Parent, (i) a consolidated and
      consolidating balance sheet of the Parent and Subsidiaries as of the end
      of such Fiscal Year, a consolidated and consolidating statement of income
      and retained earnings of the Parent and Subsidiaries for such Fiscal Year,
      and a consolidated and consolidating statement of cash flow of the Parent
      and Subsidiaries for such Fiscal Year, all in reasonable detail and
      stating in comparative form the respective consolidated and consolidating
      figures for the corresponding date and period in the prior Fiscal Year and
      all prepared in accordance with GAAP and as to the consolidated statements
      accompanied by an unqualified opinion thereon by KPMG LLP or other
      independent accountants selected by the Parent and reasonably acceptable
      to the Agent (which opinion shall state that the consolidated statements
      were prepared in accordance with GAAP, and that the audit was conducted in
      accordance with generally accepted auditing standards), and it is
      understood that the aforesaid consolidated financial statements and
      required footnotes may be provided as part of the Parent's Form 10-K as
      properly and completely filed with the SEC; and (ii) the consolidating
      financial worksheets (income statements, balance sheets and if available,
      statements of cash flows) used by


                                      -62-
<PAGE>

      the Parent in the preparation of its consolidated financial statements
      referenced above in this subsection and separate audited statutory
      financial statements for any active Material Subsidiary organized under
      the laws of the Peoples Republic of China;

            (c) Promptly after review by the audit committee of the Parent,
      copies of any material management letter or other written reports of a
      material nature submitted to the Parent or any Subsidiary by independent
      certified public accountants in connection with examination of the
      financial statements of the Parent and its Subsidiaries made by such
      accountants;

            (d) Concurrently with each set of financial statements to be
      furnished under Sections 8.08(a) and (b) of this Agreement, a certificate
      executed by the chief executive officer, controller/chief accounting
      officer or treasurer of the Parent, in form satisfactory to the Agent, (i)
      certifying that to the best of such officer's knowledge no Default or
      Event of Default has occurred and is continuing or, if a Default or Event
      of Default has occurred and is continuing, a statement as to the nature
      thereof and the action which is proposed to be taken with respect thereto;
      and (ii) containing computations demonstrating compliance with the
      covenants contained in Section 9.15 in form acceptable to the Agent;

            (e) Promptly after the commencement thereof, notice of all actions,
      suits, and proceedings before any court or governmental department,
      commission, board, bureau, agency, or instrumentality, domestic or
      foreign, naming the Parent or any of its Subsidiaries as a party which, if
      determined adversely to the Parent or such Subsidiary, could have a
      material adverse effect on the financial condition, properties, or
      operations of the Parent and its Subsidiaries taken as a whole;

            (f) As soon as possible and in any event within five (5) days after
      the occurrence of each Default or Event of Default, a written notice
      setting forth the details of such Default or Event of Default and the
      action which is proposed to be taken by the Borrower with respect thereto;

            (g) As soon as possible and in any event within five (5) days after
      an officer of the Parent or any ERISA Affiliate knows or has reason to
      know that any Reportable Event or Prohibited Transaction has occurred with
      respect to any Plan or that the PBGC or the Parent, the other Borrowers or
      any of their ERISA Affiliates has instituted or will institute proceedings
      under Title IV of ERISA to terminate any Employee Benefit Plan, the Parent
      will deliver to the Agent a certificate of the treasurer, controller/chief
      accounting officer or chief executive officer of the Parent setting forth
      details as to such Reportable Event or Prohibited Transaction or Employee
      Benefit Plan termination and the action the Parent or the other Borrowers
      propose to take with respect thereto;

            (h) Promptly after the sending or filing thereof, copies of all
      proxy statements, financial statements, and reports which the Parent, the
      Borrowers or any Subsidiary sends to its shareholders, and copies of all
      regular, periodic, and special reports, and all registration statements
      which the Parent, the Borrowers or any Subsidiary files with the SEC or
      any governmental authority which may be substituted therefor, or with any
      national securities exchange;

            (i) As soon as possible and in any event within five (5) days after
      an officer of the Parent, the Borrowers or any Subsidiary knows or has
      reason to know that the Parent, the Borrowers or any Subsidiary intends to
      discontinue any line of business generating net revenues in excess of ten
      percent (10%) of the Parent's consolidated net revenues, certificates of
      the chief


                                      -63-
<PAGE>

      executive officer, controller/chief accounting officer or treasurer of the
      Parent setting forth details as to such discontinuance and describing the
      effect of such discontinuance on the financial condition, properties and
      operations of the Parent and its Subsidiaries;

            (j) Within fifteen (15) days of the date approved by the Parent's
      board of directors, an annual consolidated operating plan and cash flow
      for the then current Fiscal Year; and

            (k) Promptly upon the reasonable request of the Agent, other
      information respecting the condition or operations, financial or
      otherwise, of the Parent, the Borrowers or any Subsidiary.

      8.09 New Subsidiaries. Simultaneously with the acquisition or creation of
any Material Domestic Subsidiary, or within thirty (30) days of an existing
Subsidiary becoming a Material Domestic Subsidiary, cause to be delivered to the
Agent (a) a Facility Guaranty executed by such Subsidiary and (b) each of the
documents referred to in Section 6.01(a)(iii), (iv) and (v).


                                      -64-
<PAGE>

                                   ARTICLE IX

                               Negative Covenants

      Until the Facility Repayment Date, unless the Required Lenders shall
otherwise consent in writing, the Parent will not, nor will it permit any
Subsidiary to:

      9.01 Liens. Create, incur, assume, or suffer to exist any Lien upon or
with respect to any of its properties, now owned or hereafter acquired, except:

            (a) Liens for taxes or assessments or other government charges or
      levies if not yet due and payable or, if due and payable, if they are
      being contested in good faith by appropriate proceedings promptly
      initiated and diligently conducted and for which appropriate reserves are
      maintained and so long as no foreclosure, distraint, sale or other similar
      proceedings shall have been commenced with respect thereto;

            (b) Liens imposed by law, such as mechanics', material men's,
      landlords', warehousemen's, and carriers' Liens, and other similar Liens,
      securing obligations incurred in the ordinary course of business which are
      not past due for more than thirty (30) days or which are being contested
      in good faith by appropriate proceedings promptly initiated and diligently
      conducted and for which appropriate reserves have been established and so
      long as no foreclosure, distraint, sale or other similar proceedings shall
      have been commenced with respect thereto;

            (c) Liens under workers' compensation, unemployment insurance,
      Social Security, or similar legislation;

            (d) Liens, deposits, or pledges to secure the performance of bids,
      tenders, contracts (other than contracts for the payment of money), leases
      (permitted under the terms of this Agreement), or public or statutory
      obligations; surety, indemnity, performance, or other similar bonds; or
      other similar obligations arising in the ordinary course of business;

            (e) Judgment and other similar Liens arising in connection with
      court proceedings, provided the execution or other enforcement of such
      Liens is effectively stayed and the claims secured thereby are being
      actively contested in good faith and by appropriate proceedings promptly
      initiated and diligently conducted;

            (f) Easements, rights-of-way, restrictions, and other similar
      encumbrances which, in the aggregate, do not materially interfere with the
      occupation, use, and enjoyment by the Parent or any Subsidiary of the
      property or assets encumbered thereby in the normal course of its business
      or materially impair the value of the property subject thereto;

            (g) Liens securing obligations of a Subsidiary to the Parent or
      another Subsidiary;

            (h) Liens now or hereafter granted to suppliers of precious,
      semi-precious, or other metals pursuant to leases, consignments or other
      arrangements entered into by the Parent or any Subsidiary in the ordinary
      course of business, provided such Liens attach only to the precious,
      semi-precious, or other metals supplied;

            (i) Purchase money security interests or other Liens on property
      acquired in the


                                      -65-
<PAGE>

      ordinary course of business by the Parent or any Subsidiary to secure the
      purchase price of such property, or indebtedness incurred solely to
      finance the acquisition of such property; provided that any obligations so
      secured shall not exceed the purchase price and the applicable Lien shall
      attach only to such purchased property;

            (j) Liens disclosed on Schedule 7.09 attached hereto; and

            (k) Other Liens securing obligations, other than Indebtedness for
      Money Borrowed, aggregating not more than US $10,000,000.00 at any time
      and from time to time outstanding for the Parent and its Subsidiaries.

      9.02 Debt. Create, incur, assume, or suffer to exist any Debt, except:

            (a) Debt under this Agreement or the Notes;

            (b) Debt or Debt commitments existing on the date hereof and
      disclosed pursuant to Section 7.14 hereof, or any refinancing or similar
      substitution therefor (but not an increase therein);

            (c) Debt of the Parent or any Subsidiary subordinated on terms
      satisfactory to the Agent to the Borrower's obligations under this
      Agreement and the Notes;

            (d) Debt of the Parent or any Subsidiary owing to the Parent or any
      wholly-owned Subsidiary;

            (e) Accounts payable to trade creditors for goods or services
      incurred in the ordinary course of business;

            (f) Other Debt not exceeding US $50,000,000.00 in the aggregate for
      the Parent and its Subsidiaries, other than Tech Singapore, at any time
      and from time to time outstanding and other Debt not exceeding US
      $500,000.00 in the aggregate of Tech Singapore, at any time and from time
      to time outstanding; and

            (g) any guaranty of Debt permitted under Section 9.09 hereof.

      9.03 Mergers, Etc. Merge or consolidate with any Person, except (a) that
any Subsidiary of the Parent that is not a Loan Party may merge or consolidate
with any other Subsidiary of the Parent which is not a Loan Party, and (b) that
any Subsidiary of the Parent, whether or not such Person is a Loan Party, may
merge or consolidate with any Subsidiary as long as the surviving entity is or
becomes a Loan Party, and (c) mergers involved in Permitted Acquisitions.

      9.04 Leases. Create, incur, assume, or suffer to exist any obligation as
lessee for the rental or hire of any real or personal property, except (a)
Capital Leases permitted by Section 9.02, (b) leases existing on the date of
this Agreement and any extensions or renewals thereof disclosed on Schedule 9.04
attached hereto; (c) leases (other than Capital Leases) entered into by the
Parent and its Subsidiaries which do not in the aggregate require the Parent and
its Subsidiaries on a consolidated basis to make payments (including taxes,
insurance, maintenance, and similar expense which the Parent or any Subsidiary
is required to pay under the terms of any lease) in any Fiscal Year in excess of
US $25,000,000.00; (d) leases among the Parent and its Subsidiaries; and (e)
leases of precious, semi-precious, or other metals in the nature of consignment
agreements for inventory in the ordinary course of business.


                                      -66-
<PAGE>

      9.05 Sale and Leaseback. Sell, transfer, or otherwise dispose of any
material real or personal property to any Person and thereafter directly or
indirectly lease back the same or similar property (a "Sale and Leaseback
Transaction"), other than Sale and Leaseback Transactions of property with a
book value or fair market value, whichever is higher, of up to US $1,000,000.00
in the aggregate.

      9.06 Dividends and Distributions. Declare or pay any dividends or allocate
any sums therefor, or purchase or redeem any shares of its capital stock or make
any other distribution to shareholders other than (a) dividends and
distributions to shareholders of the Parent approved by its board of directors
from time to time, (b) dividends and distributions payable solely in common
stock of the Parent or any Subsidiary, (c) dividends made by any Subsidiary to
any other Subsidiary or the Parent, (d) purchases or other acquisitions by the
Parent or any Subsidiary of shares of its capital stock in exchange for or out
of the proceeds from a substantially concurrent issue of new shares of its
capital stock, and (e) so long as no Default or Event of Default exists
immediately prior thereto or would exist immediately thereafter, purchases or
redemptions of shares of the Parent's capital stock in amounts of up to US
$25,000,000.00 in the aggregate after the date hereof.

      9.07 Sale of Assets. Sell, lease, assign, transfer, or otherwise dispose
of (including pursuant to any merger permitted under Section 9.03 hereof) any
part of its assets, now owned or hereafter acquired (including, without
limitation, shares of stock and indebtedness owing from Subsidiaries,
receivables, and leasehold interests), other than (a) the sale of inventory in
the ordinary course of business by any Subsidiary; (b) the sale, lease,
assignment or other transfer of the Parent's or a Subsidiary's assets to another
Subsidiary or to the Parent (including liquidations and dissolutions); provided,
however, no sales, leases, assignments or other transfers of plant, property and
equipment with an aggregate book value in excess of US $15,000,000.00 in the
aggregate shall be permitted by Domestic Subsidiaries to Foreign Subsidiaries;
(c) the sale or disposition by any Material Subsidiary of real or personal
property which does not constitute a material part of its assets in arm's length
transactions for fair consideration, (d) the sale or disposition by any
Subsidiary that is not a Material Subsidiary of real or personal property in
arm's length transactions for fair consideration and (e) Sale and Leaseback
Transactions permitted under Section 9.05 above.

      9.08 Investments. Make any loan or advance to any Person, or purchase or
otherwise acquire, any capital stock, assets, obligations, or other securities
of any Person, or make any capital contribution to, or otherwise invest in or
acquire any interest in any Person, except (a) direct obligations of the United
States or any agency thereof with maturities of one year or less from the date
of acquisition; (b) commercial paper of a domestic issuer rated at least "A-1"
by Standard & Poor's Corporation or "P1" by Moody's Investors Services, Inc.;
(c) certificates of deposit with maturities of one year or less from the date of
acquisition issued by any commercial bank having capital and surplus in excess
of One Hundred Million Dollars (US $100,000,000.00); (d) money market funds
rated at least A-1 by S&P or P-1 by Moody's which offer daily purchase and
redemption privileges; (e) stock or securities of the Parent or any Subsidiary
as reflected in Schedule 7.10 attached hereto; (f) loans or advances or capital
contributions to, or investments in, the Parent and any of its Subsidiaries; (g)
Permitted Acquisitions and (h) other loans, advances or investments in other
Persons in an aggregate amount of up to US $20,000,000.00 in any Fiscal Year.

      9.09 Guaranties, Etc. Except as described on Schedule 9.09 attached
hereto, assume, guaranty, endorse, or otherwise be or become directly or
contingently responsible or liable (including, but not limited to, an agreement
to purchase any obligation, stock, assets, goods, or services, or to supply or
advance any funds, assets, goods, or services, or to maintain or cause such
Person to maintain a minimum working capital or net worth, or otherwise to
assure the creditors of any Person against loss) for obligations of any Person,
except (a) guaranties by endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business; (b)
guaranties under which the


                                      -67-
<PAGE>

aggregate potential consolidated liabilities of the Parent cannot at any one
time exceed Twenty Million and 00/100 Dollars (US $20,000,000.00), plus the
guaranties referred to in subsections (a) and (c) hereof; (c) guaranties for
obligations of any Subsidiary under any lease and/or consignment agreement
relating to precious, semi-precious, or other metals to be consumed in the
operations of such Subsidiary or Subsidiaries in the ordinary course of
business; and (d) guaranties of obligations of the Parent or any Subsidiary
which obligations are not in violation of this Agreement.

      9.10 Transactions With Affiliates. Enter into any transaction, including,
without limitation, the purchase, sale, or exchange of property or the rendering
of any service, with any Affiliate, except in the ordinary course of and
pursuant to the reasonable requirements of the Parent's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Parent or
such Subsidiary than would obtain in a comparable arm's length transaction with
a Person not an Affiliate.

      9.11. Stock of Subsidiary, Etc.

            (a) Sell or otherwise dispose of (or permit the sale or other
      disposition of) any shares of capital stock of any Material Subsidiary,
      except in connection with a transaction permitted under Section 9.03
      hereof, or to the Parent or another Subsidiary; or

            (b) Permit any Subsidiary to issue any additional shares of its
      capital stock, except director's qualifying shares, unless the Parent
      retains, directly or indirectly, at least fifty-one percent (51%) of the
      Voting Stock and fifty-one percent (51%) of the equity securities of such
      Subsidiary.

      9.12 Hazardous Materials; Indemnification. Use, generate, treat, store,
dispose of or otherwise introduce, any Hazardous Materials into or on any real
property owned or leased by any of them and will not, and will not permit any
Subsidiary to, cause, suffer allow or permit anyone else to do so, except in
material compliance with applicable Environmental Laws. Each US Facility
Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the
Agent and its directors, officers, agents and employees (collectively, the
"Indemnified Parties") for, from and against all demands, liabilities, damages,
costs, claims, suits, actions, legal or administrative proceedings, interest,
losses, expenses and reasonable attorney's fees (including any such fees and
expenses incurred in enforcing this indemnity) asserted against, imposed on or
incurred by any of the Indemnified Parties, directly or indirectly pursuant to
or in connection with the application of any Environmental Law to acts or
omissions occurring at any time on or in connection with any real estate owned
or leased by the Parent or any of its Subsidiaries or any business conducted
thereon. Each Offshore Facility Borrower hereby agrees to indemnify, reimburse,
defend and hold harmless the Indemnified Parties for, from and against all
demands, liabilities, damages, costs, claims, suits, actions, legal or
administrative proceedings, interest, losses, expenses and reasonable attorney's
fees (including any such fees and expenses incurred in enforcing this indemnity)
asserted against, imposed on or incurred by any of the Indemnified Parties,
directly or indirectly pursuant to or in connection with the application of any
Environmental Law to acts or omissions occurring at any time on or in connection
with any real estate owned or leased by such Offshore Facility Borrower or any
business conducted thereon.

      9.13 Acquisitions. Other than Permitted Acquisitions, enter into any
agreement, contract, binding commitment or other binding arrangement providing
for any Acquisition, or take any action to solicit the tender of securities or
proxies in respect thereof in order to effect any Acquisition.

      9.14 Additional Subsidiaries. Other than pursuant to Permitted
Acquisitions, create, organize, acquire or otherwise own any Subsidiary which is
not directly or indirectly owned by the Parent or a Subsidiary of the Parent
listed on Schedule 7.10 attached hereto as of the Closing Date.


                                      -68-
<PAGE>

      9.15 Financial Covenants.

            (a) Interest Coverage Ratio. Fail to maintain on a consolidated
      basis at the end of each fiscal quarter a ratio equal to or greater than
      2.50 to 1.00 of EBITDA to Interest Expense for the immediately preceding
      four consecutive fiscal quarters.

            (b) Funded Debt -to- EBITDA. Fail to maintain on a consolidated
      basis at the end of each fiscal quarter a ratio of Total Funded Debt at
      the end of such quarter to EBITDA for the immediately preceding four
      consecutive fiscal quarters of equal to or less than 3.00 to 1.00.

            (c) Capital Expenditures. Permit aggregate capital expenditures of
      the Parent and its Subsidiaries in any Fiscal Year to exceed the amount
      set forth opposite such fiscal year below; provided, however, that to the
      extent the amount of capital expenditures made in any Fiscal Year is less
      than the amount permitted below (without regard to any carryover amount
      from a prior Fiscal Year), such unutilized amount may be carried forward
      and expended in the immediately succeeding Fiscal Year:

                Fiscal Year              Aggregate Capital Expenditures
                -----------              ------------------------------

                  2004                          US $35,000,000.00
                  2005                          US $45,000,000.00
                  2006                          US $55,000,000.00
                  2007                          US $20,000,000.00*

                                                *First fiscal quarter only.


                                      -69-
<PAGE>

                                    ARTICLE X

                       Events of Default and Acceleration

      10.01 Events of Default. If any one or more of the following events
(collectively, "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
Governmental Authority), that is to say:

      (a) if default shall be made in the due and punctual payment of the
principal of any Loan when and as the same shall be due and payable, whether
pursuant to any provision of Article II, Article III, Article IV or Article V
hereof, at maturity, by acceleration or otherwise; or

      (b) if default shall be made in the due and punctual payment of any amount
of interest on any Loan or the principal amount of any Reimbursement Obligation
or in the due and punctual payment of any other obligation or of any fees or
other amounts payable to any of the Lenders or the Agent on the date on which
the same shall be due and payable and such default shall continue for five (5)
days following the date the Parent receives written notice that such payment is
due; or

      (c) if default shall be made in the performance or observance of any
covenant set forth in Sections 8.01, 8.07, 8.08, 8.09, 9.03, 9.05, 9.06, 9.07,
9.08, 9.09, 9.10, 9.11, 9.13, 9.14, or 9.15 hereof; or

      (d) (i) if a default shall be made in the performance or observance of, or
shall occur under, any covenant, agreement or provision contained in this
Agreement (other than as described in clause (a), (b) or (c) above) and such
default shall continue for thirty (30) or more days after the earlier of receipt
of notice of such default by the Authorized Representative from the Agent or any
Borrower becomes aware of such default, or (ii) if a default shall be made in
the performance or observance of, or shall occur under, any covenant, agreement
or provision contained in any of the other Loan Documents (including without
limitation failure of the Guarantors to pay to the Lenders all of the
Guarantors' Obligations in accordance with and as defined in, the Facility
Guaranty on the Business Day on which such payment has been demanded in
accordance with the terms of the Facility Guaranty) or in any instrument or
document evidencing or creating any obligation, guaranty, Lien or security
interest in favor of the Agent or any Lender or delivered to any of the Lenders
in connection with or pursuant to this Agreement or any of the Obligations
(beyond any applicable grace period contained therein), or (iii) if any Loan
Document ceases to be in full force and effect (other than by reason of any
action by the Agent or any Lender), or (iv) if without the written consent of
all the Lenders, this Agreement or any other Loan Document shall be disaffirmed
or shall terminate, be terminable or be terminated or become void or
unenforceable for any reason whatsoever (other than in accordance with its terms
in the absence of default or by reason of any action by the Agent or any
Lender); or

      (e) if there shall occur (i) a default, which is not waived, in the
payment of any principal, interest, premium or other amount with respect to any
Debt (other than the Loans and other Obligations) of the Parent or any
Subsidiary and the amount of such Debt is greater than the US Dollar Equivalent
Amount of US $10,000,000.00 in the aggregate outstanding, or (ii) any other
event of default as specified in any agreement or instrument under or pursuant
to which any such Debt may have been issued, created, assumed, guaranteed or
secured by the Borrower or any Subsidiary, and in any such case set forth in
clause (i) or (ii) above, such default or event of default shall continue for
more than the period of grace, if any, therein specified, or such default or
event of default shall permit (or, with the giving of notice or lapse of time or
both, would permit) the holder of any such Debt (or any agent or trustee acting
on behalf of one or more holders) to accelerate the maturity thereof; or


                                      -70-
<PAGE>

      (f) if any representation, warranty or other statement of fact contained
herein or in any other Loan Document shall be false or misleading in any
material respect when given; or

      (g) if the Parent or any Material Subsidiary shall be unable to pay its
debts generally as they become due or if the Parent or any Subsidiary shall file
a petition to take advantage of any insolvency statute; make an assignment for
the benefit of its creditors; commence a proceeding for the appointment of a
custodian, receiver, trustee, liquidator or conservator of itself or of the
whole or any substantial part of its property; file a petition or answer seeking
receivership, liquidation, reorganization or arrangement or similar relief under
the federal bankruptcy laws or any other applicable law or statute; or

      (h) if a court of competent jurisdiction shall enter an order, judgment or
decree appointing a custodian, receiver, trustee, liquidator or conservator of
the Parent or any Subsidiary or of the whole or any substantial part of its
properties and such order, judgment or decree continues unstayed and in effect
for a period of ninety (90) days, or approve a petition filed against the Parent
or any Subsidiary seeking receivership, liquidation, reorganization or
arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute of the United States of America or any state or
similar law of any other country or province thereof, which petition is not
dismissed within ninety (90) days; or if, under the provisions of any other law
for the relief or aid of debtors, a court of competent jurisdiction shall assume
custody or control of the Parent or any Subsidiary or of the whole or any
substantial part of its properties, which control is not relinquished within
ninety (90) days; or if there is commenced against the Parent or any Subsidiary
any proceeding or petition seeking receivership, liquidation, reorganization,
arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute of the United States of America or any state or
similar law of any other country or province thereof, which proceeding or
petition remains undismissed for a period of ninety (90) days; or if the Parent
or any Subsidiary takes any action to indicate its consent to or approval of any
such proceeding or petition; or

      (i) if (i) one or more judgments or orders for the payment of money where
the amount not covered by insurance (or the amount as to which the insurer
denies liability) is in an aggregate amount in excess of the US Dollar
Equivalent Amount of US $10,000,000.00 is rendered against the Parent or any
Material Subsidiary, or (ii) there is any attachment, injunction or execution
against any of the Parent's or any Material Subsidiary's properties for any
amount in excess of the US Dollar Equivalent Amount of US $10,000,000.00 in the
aggregate; and such judgment, attachment, injunction or execution remains
unpaid, unstayed, undischarged, unbonded or undismissed for a period of ninety
(90) days; or

      (j) if there shall occur any Change of Control;

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall then be continuing,

            (A) either or both of the following actions may be taken: (i) the
      Agent, with the consent of the Required Lenders may, and at the direction
      of the Required Lenders, shall, declare any obligation of the Lenders to
      make further Loans and any obligation of the Issuing Bank to issue or
      renew Letters of Credit terminated, whereupon the obligation of each
      Lender to make further Loans and the obligation of the Issuing Bank to
      issue or renew Letters of Credit hereunder shall terminate immediately,
      and (ii) the Agent shall at the direction of the Required Lenders, at
      their option, declare by notice to the Borrowers any or all of the
      Obligations to be immediately due and payable, and the same, including all
      interest accrued thereon and all other obligations of the Borrowers to the
      Agent and the Lenders, shall forthwith become immediately due and payable
      without presentment, demand, protest, notice or other formality of any
      kind, all of which are hereby expressly waived, anything contained herein
      or in any instrument evidencing the


                                      -71-
<PAGE>

      Obligations to the contrary notwithstanding; provided, however, that
      notwithstanding the above, if there shall occur an Event of Default under
      clause (g) or (h) above, then the obligations of the Lenders to make Loans
      hereunder and the obligation of the Issuing Bank to issue or renew Letters
      of Credit shall automatically terminate and any and all of the Obligations
      shall be immediately due and payable without the necessity of any action
      by the Agent or the Required Lenders; and

            (B) The Agent and each of the Lenders shall have all of the rights
      and remedies available under the Loan Documents or under any applicable
      law; and

            (C) The US Facility Borrowers shall, upon demand of the Agent or the
      Required Lenders, deposit cash (in US Dollars) with the Agent in an amount
      equal to the amount of any Letter of Credit Outstandings, as collateral
      security for the repayment of any future drawings or payments under such
      Letters of Credit, and such amounts shall be held by the Agent pursuant to
      the terms of a cash collateral agreement acceptable to the Agent.

      10.02 Agent to Act. In case any one or more Events of Default shall occur
and be continuing, the Agent may, and at the direction of the Required Lenders
shall, proceed to protect and enforce their rights or remedies either by suit in
equity or by action at law, or both, whether for the specific performance of any
covenant, agreement or other provision contained herein or in any other Loan
Document, or to enforce the payment of the Obligations or any other legal or
equitable right or remedy.

      10.03 Cumulative Rights. No right or remedy herein conferred upon the
Lenders or the Agent is intended to be exclusive of any other rights or remedies
contained herein or in any other Loan Document, and every such right or remedy
shall be cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or
by statute, or otherwise.

      10.04 No Waiver. No course of dealing between the Borrowers and any
Lender, the Agent or the Offshore Facility Agent or any failure or delay on the
part of any Lender, the Agent or the Offshore Facility Agent in exercising any
rights or remedies under any Loan Document or otherwise available to it shall
operate as a waiver of any rights or remedies and no single or partial exercise
of any rights or remedies shall operate as a waiver or preclude the exercise of
any other rights or remedies hereunder or of the same right or remedy on a
future occasion.

      10.05 Allocation of Proceeds. If an Event of Default has occurred and not
been waived, and the maturity of the Obligations has been accelerated pursuant
to Article X hereof, all payments received by the Agent hereunder in respect of
any principal of or interest on the Obligations or any other amounts payable by
the Borrowers hereunder shall be applied by the Agent in the following order:

      (a) amounts due to the Lenders pursuant to Sections 2.09 and 12.05 hereof,
to be applied for the ratable benefit of the Lenders without distinction or
preference as among Facilities;

      (b) amounts due to the Issuing Bank pursuant to Section 3.05 hereof;

      (c) amounts due to the Agent pursuant to Section 11.08 hereof, to be
applied for the ratable benefit of the Agent;

      (d) amounts due to the Revolving Credit Lenders, the Swingline Lender, and
the Issuing Bank pursuant to Section 3.04, hereof;

      (e) amounts due to the Revolving Credit Lenders and the Swingline Lender
and payments of


                                      -72-
<PAGE>

interest on Loans, including Swingline Loans, and Reimbursement Obligations, to
be applied for the ratable benefit of the Lenders;

      (f) amounts due to the Revolving Credit Lenders and payments of interest
on Loans and Reimbursement Obligations, to be applied for the ratable benefit of
the Lenders;

      (g) payments of principal on Loans and Reimbursement Obligations, to be
applied for the ratable benefit of the Lenders, without distinction or
preference as among Offshore Facility Loans and US Facility Loans;

      (h) amounts due to the Issuing Bank, the Agent or the Lenders pursuant to
Sections 3.02(g) and 12.10 hereof, to be applied for the ratable benefit of the
Agent and the Lenders;

      (i) payments of all other Obligations due under any of the Loan Documents,
if any, to be applied for the ratable benefit of the Lenders, the Offshore
Facility Agent, and the Agent; and

      (j) any surplus remaining after application as provided for herein, to the
Borrowers or as otherwise may be required by applicable law.

      10.06 Judgment Currency. The Borrowers, the Agent and each Lender hereby
agree that if, in the event that a judgment is given in relation to any sum due
to the Agent or any Lender hereunder, such judgment is given in a currency (the
"Judgment Currency") other than that in which such sum was originally
denominated (the "Original Currency"), the Borrowers agree to indemnify the
Agent or Lender, as the case may be, to the extent that the amount of the
Original Currency which could have been purchased thereby in accordance with
normal banking procedures on the Business Day following receipt of such sum is
less than the sum which could have been so purchased thereby had such purchase
been made on the day on which such judgment was given or, if such day is not a
Business Day, on the Business Day immediately preceding the giving of such
judgment, and if the amount so purchased exceeds the amount which could have
been so purchased thereby had such purchase been made on the day on which such
judgment was given or, if such day is not a Business Day, on the Business Day
immediately preceding such judgment, the Agent or Lender agrees to remit such
excess to the Borrowers. The agreements in this Section 10.06 shall survive
payment of any such judgment.


                                      -73-
<PAGE>

                                   ARTICLE XI

                                   The Agents

      11.01 Appointment, Powers, and Immunities. Each Lender hereby irrevocably
appoints and authorizes JPMorgan to act as the Agent under this Agreement and
the other Loan Documents and J.P. Morgan Europe Limited to act as the Offshore
Facility Agent under this Agreement and the other Loan Documents with such
powers and discretion as are specifically delegated to the Agent and the
Offshore Facility Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Each of the Agent and the Offshore Facility Agent (which terms as used in this
Article hereof shall include their respective affiliates and their own and their
affiliates' officers, directors, employees, and agents):

      (a) shall not have any duties or responsibilities except those expressly
set forth in this Agreement and shall not be a trustee or fiduciary for any
Lender;

      (b) shall not be responsible to the Lenders for any recital, statement,
representation, or warranty (whether written or oral) made in or in connection
with any Loan Document or any certificate or other document referred to or
provided for in, or received by any of them under, any Loan Document, or for the
value, validity, effectiveness, genuineness, enforceability, or sufficiency of
any Loan Document, or any other document referred to or provided for therein or
for any failure by any Borrower or any other Person to perform any of its
obligations thereunder;

      (c) shall not be responsible for or have any duty to ascertain, inquire
into, or verify the performance or observance of any covenants or agreements by
any Borrower or the satisfaction of any condition (except receipt of items
required by Section 6.01 to be delivered to it) or to inspect the property
(including the books and records) of any Borrower or any of its Subsidiaries or
affiliates;

      (d) shall not be required to initiate or conduct any litigation or
collection proceedings under any Loan Document; and

      (e) shall not be responsible for any action taken or omitted to be taken
by it under or in connection with any Loan Document, except for its own gross
negligence or willful misconduct.

      Each of the Agent and the Offshore Facility Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care.

Each of the Issuing Bank and the Special Issuing Bank shall act on behalf of the
Lenders with respect to any Letter of Credit issued by it and the documents
associated therewith until such time (and except for so long) as the Agent may
agree at the request of the Required Lenders to act for the Issuing Bank with
respect thereto; provided, however, that the Issuing Bank and the Special
Issuing Bank shall have all of the benefits and immunities (i) provided to the
Agent and the Offshore Facility Agent in this Article XI with respect to any
acts taken or omissions suffered by either of the Issuing Bank and the Special
Issuing Bank in connection with Letters of Credit issued by it or proposed to be
issued by it and the Applications and Agreements for Letters of Credit
pertaining to the Letters of Credit as fully as if the term "Agent" and
"Offshore Facility Agent" as used in this Article XI includes the Issuing Bank
and the Special Issuing Bank with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the Issuing Bank and the Special
Issuing Bank.


                                      -74-
<PAGE>

      11.02 Reliance by Agents. Each of the Agent and the Offshore Facility
Agent shall be entitled to rely upon any certification, notice, instrument,
writing, or other communication (including, without limitation, any thereof by
telephone or telefacsimile) believed by it to be genuine and correct and to have
been signed, sent or made by or on behalf of the proper Person or Persons, and
upon advice and statements of legal counsel (including counsel for any
Borrower), independent accountants, and other experts selected by the Agent and
the Offshore Facility Agent. As to any matters not expressly provided for by
this Agreement, neither the Agent nor the Offshore Facility Agent shall be
required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall not be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders with
respect to the Facilities and such instructions shall be binding on all of the
Lenders; provided, however, neither the Agent nor the Offshore Facility Agent
shall be required to take any action that exposes it to personal liability or
that is contrary to any Loan Document or applicable law or unless it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking any such action.

      11.03 Defaults. Neither the Agent nor the Offshore Facility Agent shall be
deemed to have knowledge or notice of the occurrence of a Default or Event of
Default unless either has received written notice from a Lender or a Borrower
specifying such Default or Event of Default and stating that such notice is a
"Notice of Default"; provided that each Lender shall use its best reasonable
efforts to deliver such notice to the Agent upon its knowledge of any Default or
Event of Default; provided further, that the failure to deliver such notice
shall not result in any liability to any other Lender. In the event that the
Agent receives such a notice of the occurrence of a Default or Event of Default,
the Agent shall give prompt notice thereof to the Lenders and to the Offshore
Facility Agent. The Agent shall (subject to Section 11.02 hereof) take such
action with respect to such Default or Event of Default as shall reasonably be
directed by the Required Lenders with respect to the Facilities, provided that,
unless and until the Agent shall have received such directions, the Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable in the best interest of the Lenders.

      11.04 Rights as Lender. With respect to its Commitments and the Loans made
by it, JPMorgan (and any successor acting as Agent or Issuing Bank), shall have
the same rights and powers as a Lender hereunder as any other Lender and may
exercise the same as though it were not acting as the Agent, or Issuer, and the
term "Lender" or "Lenders" shall, unless the context otherwise indicates,
include the Agent in its individual capacity. JPMorgan (and any successor acting
as Agent or Issuing Bank), and its respective affiliates may (without having to
account therefor to any Lender) accept deposits from, lend money to, make
investments in, provide services to, and generally engage in any kind of
lending, trust, or other business with the Parent or any of its Subsidiaries or
affiliates as if it were not acting as Agent or, Issuing Bank, and JPMorgan (and
any successor acting as Agent or Issuing Bank), and its respective affiliates
may accept fees and other consideration from the Parent or any of its
Subsidiaries or affiliates for services in connection with this Agreement or
otherwise without having to account for the same to the Lenders.

      11.05 Indemnification. The Lenders agree to indemnify the Agent and the
Offshore Facility Agent (to the extent not reimbursed under Section 12.10
hereof, but without limiting the obligations of the Borrowers under such
Section), for its or their ratable share (based on their Applicable Commitment
Percentages) of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including attorneys'
fees), or disbursements of any kind and nature whatsoever that may be imposed
on, incurred by or asserted against the Agent and the Offshore Facility Agent
(including by any Lender) in any way relating to or arising out of any Loan
Document or the transactions contemplated thereby or any action taken or omitted
by the Agent and the Offshore Facility Agent under any Loan Document; provided
that no Lender shall be liable for any of the foregoing to the extent they arise
from


                                      -75-
<PAGE>

the gross negligence or willful misconduct of the Person to be indemnified.
Without limitation of the foregoing, each Lender agrees to reimburse the Agent
and/or the Offshore Facility Agent promptly upon demand for its ratable share
(based on their Applicable Commitment Percentages) of any costs or expenses
payable by the Borrowers under Section 12.05 hereof, to the extent that the
Agent and/or the Offshore Facility Agent is not promptly reimbursed for such
costs and expenses by the Borrowers. The agreements contained in this Section
shall survive payment in full of the Obligations, termination of each Commitment
and the occurrence of the Facility Termination Date.

      11.06 Non-Reliance on Agent, Other Lenders and Offshore Facility Agent.
Each Lender agrees that it has, independently and without reliance on the Agent,
any other Lender or the Offshore Facility Agent, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Parent and its Subsidiaries and decision to enter into this Agreement and that
it will, independently and without reliance upon the Agent, any other Lender or
the Offshore Facility Agent, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under the Loan Documents. Except for
notices, reports, and other documents and information expressly required to be
furnished to the Lenders by the Agent and the Offshore Facility Agent hereunder,
the Agent and the Offshore Facility Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition, or business of any Borrower or any
of its Subsidiaries or affiliates that may come into the possession of the Agent
and/or the Offshore Facility Agent or any of their respective affiliates.

      11.07 Resignation of an Agent and/or Offshore Facility Agent. The Agent
(which, for purposes of this Section only shall be deemed to include a
collective reference to both the Agent and the Offshore Facility Agent) may
resign at any time by giving notice thereof, to the Lenders and the Borrowers.
Upon any such resignation of the Agent, the Required Lenders shall have the
right to appoint a successor Agent (which shall be a Lender or a Lender
Affiliate at such time) and which, so long as no Default or Event of Default
exists, shall be acceptable to the Parent, which acceptance shall not be
unreasonably withheld or delayed. If no successor Agent, as the case may be,
shall have been so appointed and shall have accepted such appointment within
thirty (30) days after the retiring Agent's giving of notice of resignation,
then the resignation of the retiring Agent shall nonetheless thereupon be
effective and the Lenders shall perform all the obligations of the retiring
Agent hereunder until such time, if any, as the Required Lenders shall appoint a
successor Agent, as provided for above. Upon the acceptance of any appointment
as Agent hereunder by a successor, such successor shall thereupon succeed to and
become vested with all the rights, powers, discretion, privileges, and duties of
the retiring Agent shall be discharged from its duties and obligations
hereunder. After any retiring Agent's resignation hereunder, the provisions of
this Article XI shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.

      11.08 Fees. The Borrowers agree to pay to the Agent for its individual
account, an annual fee as from time to time agreed to by the Borrowers and the
Agent, in writing.

      11.09 Agent Notices. The Agent and the Offshore Facility Agent hereby
agree to promptly deliver to each of the Lenders copies of all information
delivered pursuant to Section 8.08 hereof and all written notices received from
the Loan Parties hereunder, provided that the failure to so provide such
information and notices shall not create any liability of the Agent or the
Offshore Facility Agent to the Lenders and shall not, in the absence of the
Agent's or the Offshore Facility Agent's gross negligence or willful misconduct,
impair the rights and protections provided to the Agent and the Offshore
Facility Agent under this Article XI.

      11.10 Syndication Agent The parties hereto agree that the Syndication
Agent shall have no


                                      -76-
<PAGE>

specific duties hereunder upon or after execution of this Agreement.


                                      -77-
<PAGE>

                                   ARTICLE XII

                                  Miscellaneous

      12.01 Assignments and Participations.

      (a) Each Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Loans, its Notes, its Facility Commitment,
and its Participations); provided, however, that

            (i) each such assignment shall be to an Eligible Assignee;

            (ii) except in the case of an assignment to another Lender or an
      assignment of all of a Lender's rights and obligations under this
      Agreement, any such partial assignment shall be in an amount at least
      equal to US $10,000,000.00 of such Lender's Commitment;

            (iii) each such assignment by a Lender shall be of a constant, and
      not varying, percentage of all of its rights and obligations (including
      Loans, Commitment, Participations, and Total Outstandings owing thereto)
      under this Agreement;

            (iv) the parties to such assignment shall execute and deliver to the
      Agent for their acceptance an Assignment and Acceptance in the form of
      Exhibit B attached hereto, together with any Note subject to such
      assignment and a processing fee of US $3,500.00 payable to the Agent; and

            (v) such assignee shall have and continuously maintain an office
      located in the United States.

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Agreement. Upon the
consummation of any assignment pursuant to this Section, the assignor, the Agent
and the Applicable Borrowers shall make appropriate arrangements so that, if
required, new Notes are issued to the assignor and the assignee. If the assignee
is not incorporated under the laws of the appropriate jurisdiction for
Facilities, it shall deliver to the Borrowers and the Agent certification as to
exemption from deduction or withholding of Taxes in accordance with Section 5.06
hereof.

      (b) The Agent shall maintain at its address referred to in Section 12.02
hereof a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders and
each Commitment of, and principal amount of the Total Outstandings owing to,
each such Lender from time to time (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Applicable Borrowers, the Agent and the Lender may treat each Person whose name
is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by any Applicable
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

      (c) Upon its receipt of an Assignment and Acceptance executed by the
parties thereto,


                                      -78-
<PAGE>

together with any Note subject to such assignment and payment of the processing
fee, the Agent shall, if such Assignment and Acceptance has been completed and
is in substantially the form of Exhibit B attached hereto, accept such
Assignment and Acceptance and record the information contained therein in the
Register, and the Agent shall thereafter give prompt notice thereof to the
parties thereto.

      (d) Each Lender may sell participations to one or more Persons in all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Loans, Commitment, Participations, and Total Outstandings owing
thereto); provided, however, that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participant shall be entitled to the benefit of the yield protection
provisions contained in Article V hereof and the right of set-off contained in
Section 12.03 hereof, (iv) the Applicable Borrowers and the Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement, and (v) such Lender shall
retain the sole right to enforce the obligations of the Applicable Borrowers
relating to its Loans, its Notes (if any) and its Participations and Total
Outstandings owing thereto, and to approve any amendment, modification, or
waiver of any provision of this Agreement (other than amendments, modifications,
or waivers decreasing or reducing the amount of principal of or the rate at
which interest is payable or the amount of fees payable on such Loans or any
Notes or other Total Outstandings, extending any scheduled principal payment
date or date fixed for the payment of interest on such Loans or Notes, releasing
any Guarantor or any Borrower or providing for any assignment of their
Obligations, or extending any Commitment of such Lender, each of which may, if
so agreed in writing, require the prior consent of any such participant in such
Lender's Commitments and Participations and Total Outstandings owing thereto
before such Lender approves any such amendment, modification or waiver).

      (e) Notwithstanding any other provision set forth in this Agreement, any
Lender may at any time assign and pledge all or any portion of its Loans, its
Notes, its Obligations and its interest under the Loan Documents to any Federal
Reserve Bank as collateral security pursuant to Regulation A and any Operating
Circular issued by such Federal Reserve Bank. No such assignment shall release
the assigning Lender from its obligations hereunder.

      (f) Any Lender may furnish any information concerning any Borrower or any
of its Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants)
evaluating the assignment or participation and subject to the prior execution by
such party of the form of confidentiality agreement required by the Parent as of
the Closing Date of all Lenders.

      (g) No Borrower may assign any rights, powers, duties or obligations under
this Agreement or the other Loan Documents without the prior written consent of
all the Lenders.

      12.02 Notices. Any notice shall be presumed to have been received by any
party hereto and be effective (i) on the day on which delivered (including hand
delivery by commercial courier service) to such party (against receipt
therefor), (ii) on the date of receipt at such address or telefacsimile number
as may from time to time be specified by such party in written notice to the
other parties hereto, or (iii) on the fifth Business Day after the date on which
mailed, if sent prepaid by certified or registered mail, return receipt
requested, in each case delivered, transmitted or mailed, as the case may be, to
the address or telefacsimile number, as appropriate, set forth below or such
other address or number as such party shall specify by notice thereunder:


                                      -79-
<PAGE>

      (a)   if to any Borrower:

            Technitrol, Inc.
            1210 Northbrook Drive, Suite 385
            Trevose, Pennsylvania 19053
            Attention: Treasurer
            Telefacsimile: (215) 355-7397
            Telephone: (215) 355-2900

            with a copy to:

            Technitrol, Inc.
            1210 Northbrook Drive, Suite 385
            Trevose, Pennsylvania 19053
            Attention: General Counsel
            Telefacsimile: (215) 355-7397
            Telephone: (215) 355-2900

      (b)   if to the Authorized Representative:

            At the address set forth for receipt of notices in the notice of
            appointment thereof.

      (c)   if to the Agent:

            JPMorgan Chase Bank
            Loan & Agency Services
            1111 Fannin Street - 10th Floor
            Houston, Texas 77252
            Attention: Omar E. Jones
            Telefacsimile: 713-750-2938
            Telephone: 713-750-7912

            with a copy to:

            JPMorgan Chase Bank
            277 Park Avenue, 22nd Floor
            New York, New York 10172
            Attention: Thomas F. Conroy, Jr.
            Telefacsimile: (646) 534-0692
            Telephone: (212) 622-3624

      (d)   if to the Offshore Facility Agent:

            J.P. Morgan Europe Limited
            125 London Wall
            London
            EC2Y 5AJ
            Attention: Nichola Hall
            Telephone: +44 207 777 2542
            Facsimile: +44 207 777 2360


                                      -80-
<PAGE>

            with a copy to:

            JPMorgan Chase Bank
            277 Park Avenue, 22nd Floor
            New York, New York 10172
            Attention: Thomas F. Conroy, Jr.
            Telefacsimile: (646) 534-0692
            Telephone: (212) 622-3624

      (e)   if to the Lenders:

            At the addresses set forth on the signature pages hereof and on the
            signature page of each Assignment and Acceptance.

      12.03 Right of Set-off; Adjustments.

      (a) Upon the occurrence and during the continuance of any Event of
Default, each Lender and the Issuing Bank (and each of its affiliates) is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender (or any of its affiliates) to or for the credit or the
account of any Applicable Borrower against any and all of the Obligations of
such Borrower now or hereafter existing under this Agreement, any other Loan
Document and the Note of such Borrower held by such Lender, irrespective of
whether such Lender shall have made any demand under this Agreement, any other
Loan Document or such Notes and although such Obligations may be unmatured. Each
Lender agrees promptly to notify the Applicable Borrower, the Agent after any
such set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 12.03(a) are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender may have.

      (b) Each Lender, the Issuing Bank and the Special Issuing Bank agrees that
if it shall, through the exercise of a right of banker's lien, set-off,
counterclaim or otherwise, obtain payment with respect to its Obligations (other
than pursuant to Article V hereof) which results in its receiving more than its
pro rata share of the aggregate payments with respect to all of the Obligations,
after acceleration thereof pursuant to Section 10.01(A) hereof (other than any
payment expressly provided hereunder to be distributed on other than a pro rata
basis and payments pursuant to Article V hereof), then (i) such Lender or
Issuing Bank shall be deemed to have simultaneously purchased from the other
applicable Lenders or all Lenders, as the case may be, a share in their
Obligations so that the amount of the Obligations held by each of the applicable
Lenders or all Lenders, as the case may be, shall be pro rata and (ii) such
other adjustments shall be made from time to time as shall be equitable to
ensure that the Lenders share such payments ratably; provided, however, that for
purposes of this Section 12.03(b) the terms "pro rata" and "ratably" shall be
determined with respect to the Applicable Commitment Percentage of each Lender
after subtraction of amounts, if any, by which any such Lender has not funded
its share of the outstanding Loans. If all or any portion of any such excess
payment is thereafter recovered from the Lender which received the same, the
purchase provided in this Section 12.03(b) shall be rescinded to the extent of
such recovery, without interest. The Borrowers expressly consent to the
foregoing arrangements and agree that each Lender so purchasing a portion of the
other Lenders' Obligations may exercise all rights of payment (including,
without limitation, all rights of set-off, banker's lien or counterclaim) with
respect to such portion as fully as if such Lender were the direct holder of
such portion.

      12.04 Survival. All covenants, agreements, representations and warranties
made herein shall


                                      -81-
<PAGE>

survive the making by the Lenders of the Loans, the issuance of the Letters of
Credit and the execution and delivery to the Lenders of this Agreement and the
Notes, if any, and shall continue in full force and effect so long as any
Obligations remain outstanding or any Lender or Issuing Bank has any commitment
hereunder or any Borrower has continuing obligations hereunder unless otherwise
provided herein. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the successors and
permitted assigns of such party and all covenants, provisions and agreements by
or on behalf of the Borrowers which are contained in the Loan Documents shall
inure to the benefit of the successors and permitted assigns of the Lenders or
any of them.

      12.05 Expenses. Each Borrower jointly and severally (subject to Section
4.10 hereof) agrees to pay on demand all reasonable costs and expenses of the
Agent, the Issuing Bank and the Special Issuing Bank in connection with the
syndication, preparation, due diligence, execution, delivery, administration,
modification, and amendment of this Agreement, the other Loan Documents, and the
other documents to be delivered hereunder, including, without limitation, the
reasonable fees and expenses of counsel for the Agent. Each Borrower further
agrees jointly and severally (subject to Section 4.10 hereof) to pay on demand
all costs and expenses of the Agent and each Lender, if any (including, without
limitation, reasonable attorneys' fees and expenses), in connection with the
enforcement or preservation of rights under this Agreement (whether through
negotiations, legal proceedings, or otherwise), any other Loan Documents and any
other documents to be delivered hereunder. The agreements contained in this
Section shall survive payment in full of the Obligations, termination of each
Commitment and the occurrence of the Facility Repayment Date.

      12.06 Amendments and Waivers. Any provision of this Agreement or any other
Loan Document may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by the Borrowers and the Required Lenders, and, if
Article XI hereof or the rights or duties of the Agent or the Offshore Facility
Agent is affected thereby, by the Agent and/or the Offshore Facility Agent, as
the case may be; provided that no such amendment or waiver shall, unless signed
by all the Lenders, (a) increase the Swingline Sublimit, the Total Letter of
Credit Commitment, the Total Commitment, and/or the Offshore Facility
Commitment, including, without limitations, increases of the Total Commitment
and/or the Offshore Facility Commitment pursuant to Section 1.03 of this
Agreement, or; (b) reduce the principal of or rate of interest on any Loan or
Reimbursement Obligation or any fees or other amounts payable hereunder; (c)
postpone any date fixed for the payment of any scheduled installment of
principal of or interest on any Loan or Reimbursement Obligation or any fees or
other amounts payable hereunder or the Facility Termination Date, (d) change the
percentage of any Commitment or the Total Commitment, as applicable, or of the
Aggregate Credit Exposure or the number of Lenders, which shall be required for
the Lenders or any of them to take any action under this Section or any other
provision of this Agreement; or (e) release or allow an assignment by any
Borrower or any Guarantor; and provided, further, that no such amendment or
waiver that affects the rights, privileges or obligations of (i) the Issuing
Bank, as issuer of Letters of Credit, shall be effective unless signed in
writing by the Issuing Bank, and /or (ii) the Swingline Lender, as maker of
Swingline Loans, shall be effective unless signed in writing by the Swingline
Lender.

      No notice to or demand on any Borrower in any case shall entitle such
Borrower to any other or further notice or demand in similar or other
circumstances, except as otherwise expressly provided herein. No delay or
omission on any Lender's, the Agent's or the Offshore Facility Agent's part in
exercising any right, remedy or option shall operate as a waiver of such or any
other right, remedy or option or of any Default or Event of Default. The rights
and remedies herein provided are cumulative and not exclusive of any rights or
remedies provided by law.

      12.07 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in


                                      -82-
<PAGE>

making proof of this Agreement to produce or account for more than one such
fully-executed counterpart.

      12.08 Termination. The termination of this Agreement shall not affect any
rights of the Borrowers, the Lenders, the Agent or the Offshore Facility Agent
or any obligation of any Borrower, the Lenders, the Agent or the Offshore
Facility Agent or the Issuing Bank or any Revolving Credit Lender, arising prior
to the effective date of such termination, and the provisions hereof shall
continue to be fully operative until all transactions entered into or rights
created or obligations incurred prior to such termination have been fully
disposed of, concluded or liquidated and the Obligations arising prior to or
after such termination have been irrevocably paid in full. The rights granted to
the Agent for the benefit of the Lenders hereunder and under the other Loan
Documents shall continue in full force and effect, notwithstanding the
termination of this Agreement, until termination of each Commitment and all of
the Obligations have been paid in full after the termination hereof (other than
Obligations in the nature of continuing indemnities or expense reimbursement
obligations not yet due and payable, which shall continue) or the Borrowers have
furnished the Lenders and the Agent with an indemnification satisfactory to the
Agent and each Lender with respect thereto. All representations, warranties,
covenants, waivers and agreements contained herein shall survive termination
hereof until payment in full of the Obligations unless otherwise provided
herein. Notwithstanding the foregoing, if after receipt of any payment of all or
any part of the Obligations, any Lender, the Issuing Bank, any Special Issuing
Bank or any Revolving Credit Lender is for any reason compelled to surrender
such payment to any Person because such payment is determined to be void or
voidable as a preference, impermissible setoff, a diversion of trust funds or
for any other reason, this Agreement (including the provisions pertaining to
Participations in Letters of Credit Reimbursement Obligations) shall continue in
full force and the Borrowers shall be liable to, and shall indemnify and hold
the Agent and such Lender, the Issuing Bank or any Special Issuing Bank harmless
for, the amount of such payment surrendered until the Agent and such Lender and
the Issuing Bank shall have been finally and irrevocably paid in full. The
provisions of the foregoing sentence shall be and remain effective
notwithstanding any contrary action which may have been taken by the Lenders,
the Issuing Bank or any Special Issuing Bank in reliance upon such payment, and
any such contrary action so taken shall be without prejudice to the Lenders',
the Issuing Bank's and any Special Issuing Bank's rights under this Agreement
and shall be deemed to have been conditioned upon such payment having become
final and irrevocable.

      12.09 Usury Savings Clause. Notwithstanding any other provision herein,
the aggregate interest rate charged with respect to any of the Obligations,
including all charges or fees in connection therewith deemed in the nature of
interest under applicable law shall not exceed the Highest Lawful Rate (as such
term is defined below). If the rate of interest (determined without regard to
the preceding sentence) under this Agreement at any time exceeds the Highest
Lawful Rate; the outstanding amount of the Loans made hereunder shall bear
interest at the Highest Lawful Rate until the total amount of interest due
hereunder equals the amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been
in effect. In addition, if when the Loans made hereunder are repaid in full the
total interest due hereunder (taking into account the increase provided for
above) is less than the total amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect, then to the extent permitted by law, the Applicable
Borrowers shall pay to the Agent an amount equal to the difference between the
amount of interest paid and the amount of interest which would have been paid if
the Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of the Lenders and the Borrowers to confirm
strictly to any applicable usury laws. Accordingly, if any Lender contracts for,
charges, or received any consideration which constitutes interest in excess of
the Highest Lawful Rate, then any such excess shall be cancelled automatically
and, if previously paid, shall at such Lender's option be applied to the
outstanding amount of the Loans made hereunder or be refunded to the Applicable
Borrowers. As used in this paragraph, the term "Highest Lawful Rate" means the
maximum lawful interest rate, if any, that at any time or from time to time may
be contracted for, charged, or received under the laws


                                      -83-
<PAGE>

applicable to such Lender which are presently in effect or, to the extent
allowed by law, under such applicable laws which may hereafter be in effect and
which allow a higher maximum nonusurious interest rate than applicable laws now
allow.

      12.10 Indemnification; Limitation of Liability.

      (a) The Parent and each Borrower jointly and severally (subject to Section
4.10 hereof) agrees to indemnify absolutely and unconditionally and hold
harmless the Agent, the Offshore Facility Agent, each Lender, the Issuing Bank,
the Swingline Lender, and each of their respective affiliates and officers,
directors, employees, agents, and advisors (each, an "Indemnified Party"), from
and against any and all claims, damages, losses, liabilities, costs, and
expenses (the foregoing also to include, without limitation, reasonable
attorneys' fees, settlement costs and disbursements) (collectively, the
"Indemnified Liabilities") that may be incurred by or asserted or awarded
against any Indemnified Party, in each case arising out of or in connection with
or by reason of (including, without limitation, in connection with any
investigation, litigation, or proceeding or preparation of defense in connection
therewith) the Loan Documents, any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Loans, except to the extent
such Indemnified Liability is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct. If and to the extent the foregoing may
be unenforceable for any reason, the Parent and each Borrower hereby agrees to
make the maximum contribution to the payment and satisfaction of each
Indemnified Liability which is permissible under applicable law. In the case of
an investigation, litigation or other proceeding to which the indemnity in this
Section 12.10 applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Parent, any Borrower,
its directors, shareholders or creditors or an Indemnified Party or any other
Person or any Indemnified Party is otherwise a party thereto and whether or not
the transactions contemplated hereby are consummated.

      (b) Without limiting the generality of Section 12.10(a) above, the Parent
and the Borrowers hereby jointly and severally agree to defend, indemnify and
hold each Indemnified Party harmless from and against any and all Indemnified
Liabilities (including, without limitation, assessment and cleanup costs and
reasonable attorneys', consultants' and other experts' fees and disbursements,
including those arising by reason of any of the aforesaid or an action against
the Parent or any Subsidiary under this indemnity) arising directly or
indirectly from, out of or by reason of (i) the violation or alleged violation
of any Environmental Law by the Parent or any Subsidiary or with respect to any
property owned, operated or leased by the Parent or any Subsidiary or (ii) the
use, generation, handling, storage, transportation, treatment, emission,
release, disclaim or disposal of any Hazardous Material by or in respect of the
Parent or any Subsidiary or on or with respect to property owned or leased or
operated by the Parent or any Subsidiary.

      (c) The Parent and each Borrower agrees that no Indemnified Party shall
have any liability (whether direct or indirect, in contract or tort or
otherwise) to it, any of its Subsidiaries or Affiliates or any security holders
or creditors thereof arising out of, related to or in connection with the
transactions contemplated herein, except to the extent that such liability is
found in a final non-appealable judgment by a court of competent jurisdiction to
have resulted from such Indemnified Party's gross negligence or willful
misconduct; provided, however, the Parent and each Borrower agrees not to assert
any claim against the Agent, any Lender, any of their affiliates, or any of
their respective directors, officers, employees, attorneys, agents, and
advisers, on any theory of liability, for special, indirect, consequential, or
punitive damages arising out of or otherwise relating to the Loan Documents, any
of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Loans.

      (d) Without prejudice to the survival of any other agreement of any
Borrower hereunder, the


                                      -84-
<PAGE>

agreements and obligations of the Parent and each Borrower contained in this
Section 12.10 shall survive the payment in full of the Obligations, termination
of each Commitment and the occurrence of the Facility Repayment Date.

      12.11 Agreement Controls. In the event that any term of any of the Loan
Documents other than this Agreement conflicts with any express term of this
Agreement, the terms and provisions of this Agreement shall control to the
extent of such conflict.

      12.12 Severability. If any provision of this Agreement or the other Loan
Documents shall be determined to be illegal or invalid as to one or more parties
hereto, then such provision shall remain in effect with respect to all parties,
if any, as to whom such provision is neither illegal nor invalid, and in any
event all other provisions hereof shall remain effective and binding on the
parties hereto.

      12.13 Entire Agreement. This Agreement, together with the other Loan
Documents, constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all previous proposal, negotiations,
representations and other communications between or among the parties, both oral
and written, with respect thereto.

      12.14 Governing Law; Waiver of Jury Trial.

      (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN THOSE LOAN
DOCUMENTS WHICH EXPRESSLY PROVIDE THAT THEY SHALL BE GOVERNED BY THE LAWS OF
ANOTHER JURISDICTION) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE
FULLY PERFORMED, IN SUCH STATE.

      (b) EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS
THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY STATE OR
FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, UNITED
STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
BORROWER EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY
BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH BORROWER
HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

      (c) EACH BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL
SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY
SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE
PREPAID) TO THE ADDRESS OF SUCH BORROWER PROVIDED IN SECTION 12.02 ABOVE, OR BY
ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN
THE STATE OF NEW YORK.

      (d) NOTHING CONTAINED IN SUBSECTION (A) OR (B) HEREOF SHALL PRECLUDE ANY
AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION WHERE ANY
BORROWER OR ANY BORROWER'S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE
EXTENT PERMITTED BY THE APPLICABLE


                                      -85-
<PAGE>

LAWS OF ANY SUCH JURISDICTION, EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH
SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT
AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE
AVAILABLE UNDER APPLICABLE LAW.

      (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN
CONNECTION WITH THE FOREGOING, EACH BORROWER, EACH AGENT AND THE LENDERS HEREBY
AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH
PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

      12.15 Special Funding Option.

      (a) Notwithstanding anything to the contrary contained herein, any Lender
(for the purposes of this Section 12.15, a "Granting Lender") may grant to a
special purpose funding vehicle (for the purposes of this Section 12.15, an
"SPC") the option to make, on behalf of such Granting Lender, all or a portion
of the Advances and Participations which such Granting Lender is obligated to
make (a "Funding Obligation") under the applicable Facility, such option to be
exercisable in the sole discretion of the SPC; provided, however, that

            (i) such Granting Lender's obligations under this Agreement and the
      Loan Documents shall remain unchanged, including without limitation the
      indemnification obligations of the Granting Lender pursuant to Section
      11.05 hereof;

            (ii) such Granting Lender shall remain solely responsible to the
      other parties hereto for the performance of all Funding Obligations;

            (iii) the Applicable Borrowers and the Lenders shall continue to
      deal solely and directly with such Granting Lender in connection with such
      Granting Lender's rights and obligations under this Agreement; the Agent
      shall continue to deal directly with the Granting Lender as agent for the
      SPC with respect to distribution of payment of principal, interest and
      fees, notices of Conversion and Continuation and all other matters;

            (iv) such Granting Lender shall retain the sole right to enforce the
      obligations of the Applicable Borrowers relating to its Loans and its
      Notes and its Participations and to approve any amendment, modification,
      or waiver of any provision of this Agreement, each of which may, if so
      agreed in writing between the Granting Lender and the SPC, require the
      prior consent of any such SPC which has exercised the option to undertake
      the Funding Obligation in connection with such Granting Lender's
      Commitments and Participations and Obligations owing thereto before the
      Granting Lender approves any such amendment, modification or waiver;

            (v) the granting of such option shall not constitute an assignment
      to or participation of such SPC of or in the Granting Lender's Commitments
      and Participations and Obligations owing thereto;

            (vi) such SPC shall not become a Lender hereunder as a result of the
      granting of such


                                      -86-
<PAGE>

      option;

            (vii) such SPC shall not become obligated or committed to make
      Advances as a result of the granting of such option;

            (viii) if such SPC elects not to exercise such option or otherwise
      fails to make all or any part of an Advance or Participation, the Granting
      Lender shall retain its Funding Obligation and be obligated to make the
      entire Advance or Participation or any portion of such Advance or
      Participation not made by such SPC; and

            (ix) in no event shall any liability or obligation of the Parent,
      any other Borrower or any Guarantor be created or increased by reason of
      the matters described in this Section 12.15, including without limitation
      any liability or withholding obligation for Taxes, Other Taxes or Further
      Taxes.

      (b) Advances and Participations made by an SPC hereunder shall be deemed
to satisfy the Funding Obligation and utilize the Commitment of the Granting
Lender as if, and to the same extent, such Advances were made by such Granting
Lender.

      (c) Each party hereto agrees that no SPC shall be liable for any indemnity
or payment under this Agreement for which a Granting Lender would otherwise be
liable so long as, and to the extent that, the Granting Lender provides such
indemnity or makes such payment. In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness
of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or similar proceedings under the laws of
the United States of America or any State thereof.

      (d) Notwithstanding anything to the contrary contained in this Agreement,
an SPC may (i) at any time and without paying any processing fee therefor,
assign or participate all or a portion of its interests in any Loans or
Participations as they may exist consistent with the terms of this Section 12.15
to its Granting Lender or to any financial institutions providing liquidity
and/or credit support to or for the account of such SPC to support the funding
or maintenance of Loans or Participations, and (ii) disclose on a confidential
basis any nonpublic information relating to Advances made by such SPC hereunder
to any rating agency, commercial paper dealer or provider of any surety or
guarantee to such SPC.

      (e) This Section 12.15 may not be amended without the prior written
consent of the Granting Lender on behalf of which such SPC has made all or any
part of its Advances which remain outstanding at the time of such amendment.

      12.16 Additional Borrowers. The Parent may from time to time designate any
Consolidated Subsidiary (a "Proposed Borrower") to become a Borrower hereunder
pursuant to a Joinder Agreement in the form of Exhibit E hereto (a "Joinder
Agreement") by and among the Parent, the Proposed Borrower and the Agent. Each
Proposed Borrower shall become a Borrower for all purposes hereunder upon
satisfaction of the following conditions:

      (a) the Parent and the Proposed Borrower shall have delivered an executed
Joinder Agreement to the Agent and, if the Proposed Borrower is to be an
Offshore Facility Borrower not located in an Applicable Country, the Agent shall
have executed such Joinder Agreement;

      (b) no Default or Event of Default shall have occurred and be continuing;
and


                                      -87-
<PAGE>

      (c) the Proposed Borrower shall have delivered to the Agent all Notes
required under this Agreement and all documents required by Sections
6.01(a)(iii), (iv) and (v) hereof.

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

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -88-
<PAGE>

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

                                  US FACILITY BORROWERS:


                                  TECHNITROL, INC.

                                  By: /s/ Albert Thorp III
                                      -----------------------------
                                  Name: Albert Thorp III
                                  Title: Vice President


                                  PULSE ENGINEERING, INC.

                                  By: /s/ Thomas Considine
                                      -----------------------------
                                  Name: Thomas Considine
                                  Title: Vice President and Treasurer


                                  AMI DODUCO, INC.

                                  By: /s/ Albert Thorp III
                                      -----------------------------
                                  Name: Albert Thorp III
                                  Title: President


                                      -89-
<PAGE>

                                  OFFSHORE FACILITY BORROWERS:


                                  AMI DODUCO HOLDING GMBH

                                  By: /s/ Albert Thorp III
                                      -----------------------------
                                  Name: Albert Thorp III
                                  Title: President


                                  AMI DODUCO GMBH

                                  By: /s/ Albert Thorp III
                                      -----------------------------
                                  Name: Albert Thorp III
                                  Title: President


                                  AMI DODUCO ESPANA, S.L.

                                  By: /s/ Karl-Heinz Funke
                                      -----------------------------
                                  Name: Karl-Heinz Funke
                                  Title: President


                                  AMI DODUCO ITALIA HOLDINGS S.R.L.

                                  By: /s/ Albert Thorp III
                                      -----------------------------
                                  Name: Albert Thorp III
                                  Title: President


                                  AMI DODUCO (FRANCE) S.A.S.

                                  By: /s/ Karl-Heinz Funke
                                      -----------------------------
                                  Name: Karl-Heinz Funke
                                  Title: President


                                  AMI DODUCO NEDERLAND B.V.

                                  By: /s/ Karl-Heinz Funke
                                      -----------------------------
                                  Name: Karl-Heinz Funke
                                  Title: Managing Director


                                      -90-
<PAGE>


                                  JPMORGAN CHASE BANK, as Agent, as a Revolving
                                  Credit Lender, as Issuing Bank, and as
                                  Swingline Lender

                                  By: /s/ Thomas J. Conroy, Jr.
                                      -----------------------------
                                      Thomas J. Conroy, Jr.
                                      Vice President

                                  Wire Transfer Instructions:

                                  JPMorgan Chase Bank
                                  New York, New York
                                  ABA # 021000021
                                  Account No. 304 255 343
                                  Account Name: JPMorgan Chase Bank for the
                                                benefit of Technitrol, Inc.
                                  Ref: Technitrol, Inc.

                                  Address for Other Notices:

                                  JPMorgan Chase Bank
                                  277 Park Avenue, 22nd Floor
                                  New York, New York 10172
                                  Attention: Mr. Thomas F. Conroy, Jr.,
                                             Vice President
                                  Telephone: (212) 622-3624
                                  Telefacsimile: (646) 534-0692

                                  Address of Applicable Lending Office for
                                  US Dollar Loans:

                                  JPMorgan Chase Bank
                                  Loan & Agency Services
                                  1111 Fannin Street - 10th Floor
                                  Houston, Texas 77252
                                  Attention: Omar E. Jones
                                  Telephone: 713-750-7912
                                  Telefacsimile: 713-750-2938

                                  Address of Applicable Lending Office for
                                  Other Currencies:

                                  JPMorgan Europe Limited
                                  125 London Wall
                                  London
                                  EC2Y 5AJ
                                  Attention: Nichola Hall
                                  Telephone: +44-207-777-2542
                                  Telefacsimile: +44-207-777-2360


                                      -91-
<PAGE>

                                  J.P. MORGAN EUROPE LIMITED, as Offshore
                                  Facility Agent


                                  By: /s/ Caroline Walsh
                                      ------------------------------------------
                                  Name: Caroline Walsh
                                  Title: Associate

                                  Wire Transfer Instructions:

                                  J.P. Morgan Europe Limited
                                  London
                                  EC2Y 5AJ
                                  ABA # 021000021
                                  Account No. _________________
                                  Account Name: _______________
                                  Ref: Technitrol, Inc.
                                  Agency Services, Omar Jones

                                  Address for Other Notices:

                                  J.P. Morgan Europe Limited
                                  125 London Wall
                                  London
                                  EC2Y 5AJ
                                  Attention: Nichola Hall
                                  Telephone +44 207 777 2542
                                  Facsimile: +44 207 777 2360


                                      -92-
<PAGE>

                                  HSBC BANK USA, as Syndication Agent and as a
                                  Revolving Credit Lender


                                  By: /s/ Ronald Anderson
                                      ----------------------------
                                      Ronald Anderson
                                      Vice President

                                  Wire Transfer Instructions:

                                  HSBC Bank USA
                                  New York, New York
                                  ABA # 021001088
                                  Account No.: 001-940503
                                  Account Name: Syndication and Asset Group
                                  Ref: Technitrol, Inc.
                                  Attention: Donna Riley
                                  Telephone: (716) 841-4178
                                  Telefacsimile: (716) 841-0269

                                  Address for Other Notices:

                                  HSBC Bank USA
                                  452 Fifth Avenue, 4th Floor
                                  New York, New York 10018
                                  Attention: Mr. Ronald A. Anderson,
                                             Vice President
                                  Telephone: (212) 525-2558
                                  Telefacsimile: (212) 525-2556

                                  Address of Applicable Lending Office (types of
                                  Loans: (i) US Facility Bank Rate Loans, (ii)
                                  Eurodollar Note Loans, and (ii) Offshore Rate
                                  Loans; Currencies (x) US Dollars, (y) Euros
                                  and (z) Yen):

                                  HSBC Bank USA, NA
                                  425 Fifth Avenue
                                  New York, New York
                                  Attention: Maria Mendez
                                  Telephone: (716) 841-2291
                                  Telefacsimile: (716) 841-0269


                                      -93-
<PAGE>

                                  NATIONAL CITY BANK, as a Revolving Credit
                                  Lender


                                  By: /s/ Tara M. Handforth
                                      --------------------------
                                      Tara M. Handforth
                                      Vice President

                                  Wire Transfer Instructions:

                                  National City Bank
                                  Cleveland, Ohio
                                  ABA # 041000124
                                  Account No. 151804
                                  Account Name: Commercial Loan Operations
                                  Ref: ________________________________________

                                  Address for Other Notices:

                                  National City Bank
                                  2300 Mill Creek Parkway
                                  Highland Mills, Ohio 44124
                                  Attention: Commercial Loan Operations
                                  Telephone: (216) 488-7049
                                  Telefacsimile: (216) 488-7110

                                  Address of Applicable Lending Office (types of
                                  Loans: (i) US Facility Bank Rate Loans, (ii)
                                  Currencies (x) US Dollars, (y) Euros and (z)
                                  Yen):

                                  National City Bank
                                  One South Broad Street
                                  Philadelphia, PA 19107
                                  Attention: Tina M. Handford
                                  Telephone: (267) 256-4044
                                  Telefacsimile: (267) 256-4001


                                      -94-
<PAGE>

                                 FLEET NATIONAL BANK, A BANK OF AMERICA
                                 COMPANY, as a Revolving Credit Lender


                                 By: /s/ Henry F. Bullitt
                                     -------------------------------
                                     Henry F. Bullitt
                                     Senior Vice President

                                 Wire Transfer Instructions:

                                 Bank of America, National Association
                                 Charlotte, North Carolina
                                 ABA # 053000196
                                 Account No. 1366212250600
                                 Account Name: Credit Services
                                 Ref: Technitrol, Inc.

                                 Address for Other Notices:

                                 Bank of America, National Association
                                 Charlotte, North Carolina
                                 Attention: Kristen Gilliam
                                 Telephone: (704) 388-1553
                                 Telefacsimile: (704) 409-0296

                                 Address of Applicable Lending Office (types of
                                 Loans: (i) US Facility Bank Rate Loans, (ii)
                                 Eurodollar Note Loans, and (ii) Offshore Rate
                                 Loans; Currencies (x) US Dollars, (y) Euros
                                 and (z) Yen):

                                 US Dollars:
                                 4 Penn Center Plaza, 1600 JFK Blvd., Suite 1100
                                 Philadelphia, PA 19103
                                 Attention: Chris Zimmerman
                                 Telephone: (215) 836-8620
                                 Telefacsimile: (215) 836-7120

                                 Euro and Yen:
                                 1850 Gateway Blvd., 5th Floor
                                 Concord, CA 94520
                                 Attention: Lonnie Kui / Lila Rodriguez
                                 Telephone: (925) 675-8026 / (925) 675-8029
                                 Telefacsimile: (925) 675-8309 / 7723


                                      -95-
<PAGE>

                                  WACHOVIA BANK, NATIONAL ASSOCIATION,
                                  as a Revolving Credit Lender


                                  By: /s/ John M. Fessick
                                      -----------------------
                                      John M. Fessick
                                      Senior Vice President

                                  Wire Transfer Instructions:

                                  Wachovia Bank, National Association
                                  Philadelphia, Pennsylvania
                                  ABA #  053000219
                                  Account No. GL 1459160002000
                                  Account Name: Technitrol, Inc.
                                  Ref: Bank #(20); Obligor #(8979987481);
                                       Obligation #(265)

                                  Address for Other Notices:

                                  Wachovia Bank, National Association
                                  Philadelphia, Pennsylvania
                                  Attention: Andrea Schultz
                                  Telephone: (610) 941-4568
                                  Telefacsimile: (610) 941-3149

                                  Address of Applicable Lending Office (types of
                                  Loans: (i) US Facility Bank Rate Loans, (ii)
                                  Eurodollar Note Loans, and (ii) Offshore Rate
                                  Loans; Currencies (x) US Dollars, (y) Euros
                                  and (z) Yen):

                                  (i) 201 South College Street, CP-9
                                  Charlotte, NC 28288-1183
                                  Attention: Jeremy Collins
                                             Loan Portfolio Analyst
                                  Telephone: (704) 815-7682
                                  Telefacsimile: (704) 715-0099

                                  (ii) and (iii) 3 Bishopsgate
                                                 London, EC2N 3AB
                                  Attention: Maureen Hart
                                             Loan Admin. Manager
                                  Telephone: 011-44-207-216-1642
                                  Telefacsimile: 011-44-207-929-4645


                                      -96-
<PAGE>

                                    EXHIBIT A

           Lenders' Commitments and Applicable Commitment Percentages

US Facility

<TABLE>
<CAPTION>
              Lender                    US Facility Commitment             Applicable Commitment Percentage
              ------                    ----------------------             --------------------------------
<S>                                      <C>                                        <C>
JPMorgan Chase Bank.                         $30,000,000.00                                 24.0%
Fleet National Bank, a Bank                  $22,000,000.00                                 17.6%
     of America company
Wachovia Bank, N.A.                          $22,000,000.00                                 17.6%
National City Bank                           $22,000,000.00                                 17.6%
HSBC Bank USA                                $29,000,000.00                                 23.2%

TOTALS                                   US $125,000,000.00                         100.00000000%
</TABLE>

Offshore Facility

<TABLE>
<CAPTION>
              Lender                  US Facility Commitment               Applicable Commitment Percentage
              ------                  ----------------------               --------------------------------
<S>                                    <C>                                          <C>
JPMorgan Chase Bank.                         $30,000,000.00                                 24.0%
Fleet National Bank, a Bank                  $22,000,000.00                                 17.6%
     of America company
Wachovia Bank, N.A.                          $22,000,000.00                                 17.6%
National City Bank                           $22,000,000.00                                 17.6%
HSBC Bank USA                                $29,000,000.00                                 23.2%

TOTALS                                 USDE $125,000,000.00                         100.00000000%
</TABLE>


                                       A-1

</TEXT>
</DOCUMENT>
