LYDALL INC /DE/
CREDIT AGREEMENT RESTATED MAY 13, 2002
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>3
<FILENAME>dex1028.txt
<DESCRIPTION>CREDIT AGREEMENT RESTATED MAY 13, 2002
<TEXT>
<PAGE>


                                                                  EXHIBIT 10.28

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                                CREDIT AGREEMENT

                                   dated as of

                                  July 14, 1999

                                       and

                           amended and restated as of

                                  May 13, 2002

                                      among

                                  LYDALL, INC.

                        LYDALL DEUTSCHLAND HOLDING, GMBH

                            The LENDERS Party Hereto

                              JPMORGAN CHASE BANK,

                             as Administrative Agent

                                       and

                              FLEET NATIONAL BANK,

                             as Documentation Agent

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

                           JPMORGAN SECURITIES, INC.,

                          as Arranger and Book Manager




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


<PAGE>


                                TABLE OF CONTENTS


ARTICLE I Definitions..........................................................1

    Section 1.01.  Defined Terms...............................................1
    Section 1.02.  Classification of Loans and Borrowings.....................20
    Section 1.03.  Terms Generally............................................20
    Section 1.04.  Accounting Terms; GAAP.....................................21
    Section 1.05.  Exchange Rates.............................................21

ARTICLE II The Credits........................................................21

    Section 2.01.  Commitments................................................21
    Section 2.02.  Loans and Borrowings.......................................22
    Section 2.03.  Requests for Revolving or Term Borrowings..................22
    Section 2.04.  Swingline Loans............................................23
    Section 2.05.  Letters of Credit..........................................25
    Section 2.06.  Funding of Borrowings......................................29
    Section 2.07.  Interest Elections.........................................29
    Section 2.08.  Termination and Reduction of Commitments...................31
    Section 2.09.  Repayment of Loans; Evidence of Debt.......................31
    Section 2.10.  Voluntary Prepayment of Loans..............................33
    Section 2.11.  Mandatory Prepayment of Loans..............................33
    Section 2.12.  Fees.......................................................34
    Section 2.13.  Interest...................................................35
    Section 2.14.  Alternate Rate of Interest.................................36
    Section 2.15.  Increased Costs; Illegality................................37
    Section 2.16.  Break Funding Payments.....................................39
    Section 2.17.  Taxes......................................................40
    Section 2.18.  Payments Generally; Pro Rata Treatment; Sharing of
                   Set-offs...................................................41
    Section 2.19.  Mitigation Obligations; Replacement of Lenders.............44

ARTICLE III Representations and Warranties....................................45

    Section 3.01.  Organization; Powers.......................................45
    Section 3.02.  Authorization; Enforceability..............................45
    Section 3.03.  Governmental Approvals; No Conflicts.......................45
    Section 3.04.  Financial Condition; No Material Adverse Change............46
    Section 3.05.  Properties.................................................46
    Section 3.06.  Litigation and Environmental Matters.......................47
    Section 3.07.  Compliance with Laws and Agreements........................47
    Section 3.08.  Investment and Holding Company Status......................47
    Section 3.09.  Taxes......................................................47
    Section 3.10.  ERISA......................................................47
    Section 3.11.  Disclosure.................................................48
    Section 3.12.  Federal Reserve Regulations................................48
    Section 3.13.  Solvency...................................................48


                                       i

<PAGE>


ARTICLE IV Conditions.........................................................48

    Section 4.01.  Effective Date.............................................48
    Section 4.02.  Each Credit Event..........................................50

ARTICLE V Affirmative Covenants...............................................50

    Section 5.01.  Financial Statements and Other Information.................50
    Section 5.02.  Notices of Material Events.................................52
    Section 5.03.  Existence; Conduct of Business.............................52
    Section 5.04.  Payment of Obligations.....................................53
    Section 5.05.  Maintenance of Properties; Insurance.......................53
    Section 5.06.  Books and Records; Inspection Rights.......................53
    Section 5.07.  Compliance with Laws.......................................53
    Section 5.08.  Use of Proceeds and Letters of Credit......................53
    Section 5.09.  Additional Guarantors......................................53

ARTICLE VI Negative Covenants.................................................54

    Section 6.01.  Indebtedness...............................................54
    Section 6.02.  Liens......................................................55
    Section 6.03.  Fundamental Changes........................................55
    Section 6.04.  Investments, Loans, Advances, Guarantees and
                   Acquisitions...............................................56
    Section 6.05.  Hedging Agreements.........................................57
    Section 6.06.  Restricted Payments; Certain Payments of Indebtedness......57
    Section 6.07.  Disposition of Assets......................................58
    Section 6.08.  Transactions with Affiliates...............................58
    Section 6.09.  Restrictive Agreements.....................................59
    Section 6.10.  Issuances of Capital Stock by Subsidiaries.................59
    Section 6.11.  Subsidiary Borrower........................................59
    Section 6.12.  Fixed Charge Coverage Ratio................................59
    Section 6.13.  Leverage Ratio.............................................59
    Section 6.14.  Consolidated Net Worth.....................................59
    Section 6.15.  Consolidated Capital Expenditures..........................59
    Section 6.16.  Minimum EBITDA.............................................59

ARTICLE VII Events of Default.................................................60


ARTICLE VIII The Administrative Agent.........................................62


ARTICLE IX Guarantee..........................................................64


ARTICLE X Miscellaneous.......................................................66

    Section 10.01. Notices....................................................66
    Section 10.02. Waivers; Amendments........................................67
    Section 10.03. Expenses; Indemnity; Damage Waiver.........................68
    Section 10.04. Successors and Assigns.....................................70


                                       ii

<PAGE>


    Section 10.05. Survival...................................................73
    Section 10.06. Counterparts; Integration; Effectiveness...................73
    Section 10.07. Severability...............................................73
    Section 10.08. Right of Setoff............................................73
    Section 10.09. Governing Law; Jurisdiction; Consent to Service of
                   Process....................................................74
    Section 10.10. WAIVER OF JURY TRIAL.......................................75
    Section 10.11. Headings...................................................75
    Section 10.12. Confidentiality............................................75
    Section 10.13. Interest Rate Limitation...................................75
    Section 10.14. Conversion of Currencies...................................76
    Section 10.15. Reaffirmation..............................................76
    Section 10.16. Consent to French Reorganization...........................76


SCHEDULES:
Schedule 2.01 -- Commitments
Schedule 3.01 -- List of Subsidiaries
Schedule 3.06 -- Disclosed Matters
Schedule 6.01 -- Existing Retained Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.04 -- Existing Investments
Schedule 6.08 -- Existing Affiliate Transactions
Schedule 6.09 -- Existing Restrictions

EXHIBITS:
Exhibit A-1 --   Form of Opinion of Mary A. Tremblay
Exhibit A-2 --   Form of Opinion of German Local Counsel


                                       iii

<PAGE>

     CREDIT AGREEMENT, dated as of July 14, 1999, and amended and restated as of
May 13, 2002, among LYDALL, INC., LYDALL DEUTSCHLAND HOLDING, GMBH, the LENDERS
party hereto, JP MORGAN CHASE BANK, as Administrative Agent, and FLEET NATIONAL
BANK, as Documentation Agent.

     WHEREAS, the Borrower, the Subsidiary Borrower, the Lenders, the
Administrative Agent and the Documentation Agent have entered into that certain
Credit Agreement dated as of July 14, 1999 (as amended as of August 10, 2000, as
further amended as of January 31, 2001 and as in effect prior to the
effectiveness of this Agreement, the "Existing Credit Agreement"), pursuant to
which the Lenders have agreed, subject to the terms and conditions therein set
forth, to make or participate in Loans to, and to issue or participate in
Letters of Credit for the account of, the Borrower and the Subsidiary Borrower;
and

     WHEREAS, the Borrower, the Subsidiary Borrower, the Lenders, the
Administrative Agent and the Documentation Agent have agreed to enter into this
Agreement to provide for, among other things, the modification of certain
covenants and definitions;

     NOW THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                                   Definitions

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

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

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

     "Administrative Agent" means JPMorgan Chase Bank, in its capacity as
administrative agent for the Lenders hereunder.

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

     "Affiliate" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

     "Agreement Currency" has the meaning assigned to such term in Section
10.14(b).

     "Alternate Base Rate" means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. Any change in the

<PAGE>

Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate shall be effective from and including the effective
date of such change in the Prime Rate, the Base CD Rate or the Federal Funds
Effective Rate, respectively.

     "Alternative Currency" means (a) euros and (b) any other Eligible Currency
that shall be designated by the Borrower or the Subsidiary Borrower, as
applicable, in a notice delivered to the Administrative Agent and approved by
the Administrative Agent and all the Lenders as an Alternative Currency.

     "Alternative Currency Equivalent" means, on any date of determination, with
respect to any amount in dollars, the equivalent in the relevant Alternative
Currency of such amount, determined by the Administrative Agent using the
Exchange Rate with respect to such Alternative Currency then in effect as
determined pursuant to Section 1.05(a).

     "Applicable Creditor" has the meaning assigned to such term in Section
10.14(b).

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

     "Applicable Rate" means, for any day, with respect to any Eurocurrency Loan
or ABR Loan, or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
"Eurocurrency Spread", "ABR Spread" or "Commitment Fee Rate", as the case may
be, based upon the Leverage Ratio applicable on such date:

<TABLE>
<CAPTION>
==========================================================================================================
                                                            Eurocurrency
                                            Eurocurrency     Spread for
                                             Spread for      Revolving                    Commitment Fee
                     Leverage Ratio           Term Loan       Loans/1       ABR Spread         Rate
----------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>           <C>

  Category 1    Greater than or equal to
                        2.00 to 1              1.750%          1.750%         0.000%          0.375%
----------------------------------------------------------------------------------------------------------

  Category 2    Greater than or equal to
                 1.50 to 1 but less than
                        2.00 to 1              1.500%          1.500%         0.000%          0.375%
----------------------------------------------------------------------------------------------------------

  Category 3    Greater than or equal to
                 1.00 to 1 but less than
                        1.50 to 1              1.250%          1.250%         0.000%          0.375%
----------------------------------------------------------------------------------------------------------

  Category 4       Less than 1.00 to 1         1.000%          1.000%         0.000%          0.250%
==========================================================================================================
</TABLE>

     For purposes of the foregoing, (a) the Leverage Ratio shall be determined
as of the end of each fiscal quarter of the Borrower and as of the date
immediately subsequent to the closing date of a Permitted Business Acquisition
based upon Consolidated Indebtedness then outstanding and


------------------------
1/ Each of the rates set forth below in this column is to be increased by 0.125%
for any period during which the aggregate Revolving Credit Exposures exceeds 50%
of the aggregate Revolving Credit Commitments.


                                       2

<PAGE>

Consolidated EBITDA determined from the financial statements delivered pursuant
to Section 5.01(a) or (b) and (c); and (b) each change in the Applicable Rate
resulting from a change in the Leverage Ratio shall be effective during the
period commencing on and including the date of delivery to the Administrative
Agent of such financial statements indicating such change (or, if later, the
date immediately subsequent to the closing date of such Permitted Business
Acquisition) and ending on the date immediately preceding the effective date of
the next change in the Applicable Rate; provided that the Leverage Ratio shall
be deemed to be in Category 1 (i) at any time that an Event of Default has
occurred and is continuing and has not been waived or (ii) if the Borrower fails
to deliver the financial statements required to be delivered by it pursuant to
Section 5.01(a) or (b) and (c), during the period from the expiration of the
time for delivery thereof until such financial statements are delivered.
Assuming no Event of Default has occurred and is continuing, the initial
Applicable Rate shall be determined by reference to Category 3. For example, if
(A) Consolidated Indebtedness was $30,000,000 prior to the acquisition of a
Person on May 31, 2002, (B) the Borrower incurred $20,000,000 of additional
Indebtedness in connection with such acquisition, (C) Consolidated EBITDA
(exclusive of EBITDA of the acquired Person prior to the acquisition) for each
fiscal quarter equals $8,750,000 and (D) EBITDA of the acquired Person equals
the amounts set forth in the example at the end of the definition of
Consolidated EBITDA, then for purposes of determining the Applicable Rate, the
Leverage Ratio would equal (a) .857 to 1 immediately prior to the acquisition
[$30,000,000/(8,750,000*4)], (b) 1.282 on June 1, 2002
[$50,000,000/((8,750,000*4) + $4,000,000)] and (c) 1.277 for the fiscal quarter
ending on June 30, 2002 [$50,000,000/((8,750,000*4) + $4,168,494)].

     "Assessment Rate" means, for any day, the annual assessment rate in effect
on such day that is payable by a member of the Bank Insurance Fund classified as
"well-capitalized" and within supervisory subgroup "B" (or a comparable
successor risk classification) within the meaning of 12 C.F.R. Part 327 (or any
successor provision) to the Federal Deposit Insurance Corporation for insurance
by such Corporation of time deposits made in dollars at the offices of such
member in the United States; provided that if, as a result of any change in any
law, rule or regulation, it is no longer possible to determine the Assessment
Rate as aforesaid, then the Assessment Rate shall be such annual rate as shall
be determined by the Administrative Agent to be representative of the cost of
such insurance to the Lenders.

     "Assignment and Acceptance" means an assignment and acceptance entered into
by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.04), and accepted by the Administrative Agent, in the
form of Exhibit A to the Existing Credit Agreement or any other form approved by
the Administrative Agent.

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

     "Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

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


                                       3

<PAGE>

     "Borrower" means Lydall, Inc., a Delaware corporation.

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

     "Borrowing Date" means any Business Day specified in a notice pursuant to
Section 2.03 or 2.04 as a date on which the Borrower or the Subsidiary Borrower,
as applicable, requests Loans to be made hereunder.

     "Borrowing Request" means a request by the Borrower or the Subsidiary
Borrower, as applicable, for a Borrowing in accordance with Section 2.03.

     "Business Day" means (a) when such term is used in respect of any amount
denominated in any Committed Currency, a day other than a Saturday or Sunday on
which banks are open for general banking business in (w) London, (x) the city
which is the principal financial center of the country of issuance of such
Committed Currency, (y) in the case of the euro only, Frankfurt am Main, Germany
(or such other principal financial center as the Administrative Agent may from
time to time nominate for this purpose) and (z) New York City and (b) when such
term is used for the purpose of determining the date on which the LIBO Rate is
determined under this Agreement for any Loan denominated in euro for any
Interest Period therefor and for purposes of determining the first and last day
of any Interest Period therefor, Target Operating Days.

     "Calculation Date" means (a) the last Business Day of each calendar month
and (b) at any time when the Dollar Equivalent of the total Revolving Credit
Exposures exceeds 75% of the total Revolving Credit Commitments, the last
Business Day of each calendar week.

     "Capital Expenditures" means, for any period, the dollar amount of gross
expenditures (including Capital Lease Obligations) made for the acquisition of
any fixed assets, real property, plant and equipment, and all renewals,
improvements and replacements thereto (but not repairs thereof) incurred during
such period in each case which are required to be capitalized for financial
reporting purposes in accordance with GAAP.

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

     "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

     "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934, as amended, and the rules of the
Securities and Exchange Commission thereunder


                                       4

<PAGE>

as in effect on the date hereof) of shares representing more than 25% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower, (b) the occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) nominated by the board of directors of the Borrower nor
(ii) appointed by directors so nominated, (c) the acquisition of direct or
indirect Control of the Borrower by any Person or group (as so defined) or (d)
the occurrence of a "change in control" (or similar event, howsoever
denominated) under and as defined in any indenture or other agreement in respect
of Material Indebtedness to which any Loan Party is a party.

     "Change in Law" means (a) the adoption of any law, rule or regulation after
the date of this Agreement, (b) any change in any law, rule or regulation or in
the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (c) compliance by any Lender or the Issuing Bank
(or, for purposes of Section 2.15(b), by any lending office of such Lender or by
such Lender's or the Issuing Bank's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

     "Charges" has the meaning assigned to such term in Section 10.13.

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

     "Closing Date" means July 14, 1999.

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

     "Collateral" means all of the right, title and interest of the Borrower or
any Subsidiary in and to the property in which such Person has granted a Lien to
the Administrative Agent for its benefit and the ratable benefit of the Lenders
under any Loan Document.

     "Committed Currency" means dollars or any Alternative Currency.

     "Consolidated Capital Expenditures" means, for any period of four
consecutive fiscal quarters of the Consolidated Entities, the aggregate amount
of Capital Expenditures of the Consolidated Entities for such period of four
consecutive fiscal quarters as determined on a consolidated basis in accordance
with GAAP.

     "Consolidated EBITDA" means, for any period of four consecutive fiscal
quarters of the Consolidated Entities, Consolidated Net Income for such period
of four consecutive fiscal quarters, minus the aggregate noncash amount of
extraordinary or nonrecurring gains for such period, plus, without duplication
and to the extent deducted from revenues in determining Consolidated Net Income
for such period, the sum of (a) the aggregate amount of Consolidated Interest
Expense for such period, plus (b) the aggregate amount of income tax expense for
such period, plus (c) the aggregate amount of depreciation and amortization for
such period, plus (d) the aggregate amount of severance costs arising from the
termination of employment of Leonard Jaskol, plus (e) the aggregate amount of
charges for the impairment of assets, severance costs and writedowns of
inventory incurred in connection with the closing or sale of the Lydall & Foulds
Division, the Southern Products Division and the Composite Materials Division,
all as


                                       5

<PAGE>

determined on a consolidated basis with respect to the Consolidated
Entities in accordance with GAAP. For the purposes of determining Consolidated
EBITDA during any period of four consecutive quarters of the Consolidated
Entities, in connection with the acquisition of a Person (or part thereof) in a
Permitted Business Acquisition occurring after the Effective Date, there shall
be included, without duplication, in Consolidated Net Income net income (or
loss) of such Person (or part thereof) as if such Person (or part thereof) was
acquired at the beginning of such period; provided that the Borrower shall have
delivered to the Lenders acceptable financial statements of such Person (or part
thereof) as required under Section 5.01(c). To the extent that actual
Consolidated EBITDA has not been determined for an acquired Person for a
particular calendar quarter(s) ending prior to the date of closing of the
applicable Permitted Business Acquisition or for the period from the most recent
calendar quarter end to the date of such closing, Consolidated EBITDA for such
period of determination shall be equal to (A) the result of (i) the accrued days
in such period of determination divided by (ii) 365 times (B) Consolidated
EBITDA of such acquired Person for the four most recently ended calendar
quarters. For example, if a Person acquired on May 31, 2002 has (A) demonstrated
EBITDA of $4,000,000 for the period from March 31, 2001 through March 31, 2002
($500,000, $1,750,000, $1,000,000 and $750,000 in the four consecutive calendar
quarters), and (B) no financials for the period from April 1, 2002 to May 31,
2002, then (a) for purposes of determining the Applicable Rate on June 1, 2002,
Consolidated EBITDA would include EBITDA of the acquired Person of $4,000,000
and (b) for purposes of demonstrating compliance with Section 6.12, Section
6.13, Section 6.16 and the Applicable Rate for the quarter ending on June 30,
2002, Consolidated EBITDA would include EBITDA of the acquired Person of
$4,168,493 ($3,500,000 + (61/365 * $4,000,000)) plus actual EBITDA of the
acquired Person for June 2002 as incorporated in the Borrower's consolidated
financial statements.

     "Consolidated Entity" means the Borrower or any Subsidiary whose accounts
are or are required to be consolidated or included with the accounts of the
Borrower in accordance with GAAP.

     "Consolidated Indebtedness" means, as of any date of determination, the
aggregate principal amount of Indebtedness of the Consolidated Entities
outstanding as of such date, as determined on a consolidated basis in accordance
with GAAP.

     "Consolidated Interest Expense" means, for any period, the interest
expense, both expensed and capitalized (including the interest component in
respect of Capital Lease Obligations), accrued or paid by the Consolidated
Entities during such period, as determined on a consolidated basis in accordance
with GAAP.

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

     "Consolidated Net Worth" means, at any date of determination thereof, the
result of (a) all assets as shown on a consolidated balance sheet of the
Consolidated Entities, minus (b) all liabilities as shown on a consolidated
balance sheet of the Consolidated Entities, as determined on a consolidated
basis in accordance with GAAP.

     "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise


                                       6

<PAGE>

voting power, by contract or otherwise. "Controlling" and "Controlled" have
meanings correlative thereto.

     "Credit Exposure" means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender's Term Loans and its Revolving
Credit Exposure.

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

     "Documentation Agent" means Fleet National Bank, in its capacity as
documentation agent for the Lenders hereunder.

     "Dollar Equivalent" means, on any date of determination, (a) with respect
to any amount in dollars, such amount, and (b) with respect to any amount in any
Alternative Currency, the equivalent in dollars of such amount, determined by
the Administrative Agent pursuant to Section 1.05(a) using the Exchange Rate
with respect to such Alternative Currency then in effect.

     "dollars" or "$" refers to lawful money of the United States of America.

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

     "Domestic Subsidiary" means any Subsidiary that is organized under the laws
of any jurisdiction in the United States.

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

     "Eligible Currency" means, on any date of determination, any currency
(other than dollars) that is freely tradeable and exchangeable into dollars in
the London market and for which an Exchange Rate can be determined by reference
to the Reuters World Currency Page or another publicly available service for
displaying exchange rates.

     "EMU" means the Economic and Monetary Union as contemplated in the Treaty
on European Union.

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

     "Environmental Laws" means all laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, the
management, release or threatened release of any Hazardous Material or to health
and safety matters.


                                       7

<PAGE>

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

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

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

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

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

     "euro unit" means the currency unit of the euro as defined in the EMU
Legislation.

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

     "Event of Default" has the meaning assigned to such term in Article VII.

     "Exchange Rate" means, on any day, with respect to any Alternative
Currency, the rate at which such Alternative Currency may be currently exchanged
into dollars (and, for purposes of


                                       8

<PAGE>

the definition of "Alternative Currency Equivalent" and Section 2.07(e), 2.14(i)
or 2.15(e)(ii), the rate at which dollars may be exchanged into such Alternative
Currency), as set forth at approximately 11:00 a.m., London time, on such date
on the Reuters World Currency Page for such Alternative Currency. In the event
that such rate does not appear on any Reuters World Currency Page, the Exchange
Rate shall be determined by reference to such other publicly available service
for displaying exchange rates as may be agreed upon by the Administrative Agent
and the Borrower, or, in the absence of such agreement, such Exchange Rate shall
instead be the arithmetic average of the spot rates of exchange of the
Administrative Agent in the market where its foreign currency exchange
operations in respect of such Alternative Currency are then being conducted, at
or about 10:00 a.m., local time, on such date for the purchase of dollars (or
such Alternative Currency, as the case may be) for delivery two Business Days
later; provided that if at the time of any such determination, for any reason,
no such spot rate is being quoted, the Administrative Agent may use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be presumed correct absent manifest error.

     "Excluded Subsidiary" means any Subsidiary that is not a Guarantor [other
than Sopatex, S.A. and Axohm Industries, S.A. (or, subsequent to the
reorganization of Axohm Industries, S.A. and Sopatex, S.A., the resulting
entity, which will be named Lydall Filtration/Separation, S.A.S.) so long as 65%
of the voting Capital Stock of Sopatex, S.A. (or, subsequent to the
reorganization of Axohm Industries, S.A. and Sopatex, S.A., the resulting
entity, which will be named Lydall Filtration/Separation, S.A.S.)] is pledged to
the Administrative Agent for the ratable benefit of the Lenders).

     "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower or the Subsidiary Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) such
recipient's net income (including branch profits or similar taxes) imposed by a
Governmental Authority of the jurisdiction in which such Lender or the
applicable lending office designated by such Lender and (b) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that is imposed on amounts payable
to such Foreign Lender (i) to the extent it is in effect and would apply as of
the date such Foreign Lender becomes a party to this Agreement or (ii) to the
extent it relates to payments received by a new lending office designated by
such Foreign Lender and is in effect and would apply at the time such lending
office is designated, except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the applicable
Borrower with respect to such withholding tax pursuant to Section 2.17(a) (other
than, in the case of (b)(i) or (b)(ii) above, any withholding tax imposed on
payments by the Borrower or the Subsidiary Borrower from a payment location
other than one specifically identified in this Agreement or any schedule hereto
as of the date such Foreign Lender becomes a party to this Agreement or
designates a new lending office), or (iii) that is attributable to such Foreign
Lender's failure to comply with Section 2.17(e).

     "Existing Credit Agreement" has the meaning assigned to such term in the
recitals.

     "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as


                                       9

<PAGE>

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

     "Financial Officer" means the chief financial officer, principal accounting
officer, treasurer or controller of the Borrower.

     "Fiscal Quarter Net Worth Increase Amounts" means, with respect to each
fiscal quarter of the Borrower, (a) if such fiscal quarter is the last fiscal
quarter of a fiscal year of the Borrower, the greater of (i) Zero Dollars ($0)
and (ii) 50% of Consolidated Net Income for such fiscal year plus (b) 75% of the
proceeds (net of underwriting commissions and discounts and reasonable fees and
expenses) from the issuance of Capital Stock of the Borrower during such fiscal
quarter plus (c) 100% of the aggregate market value of Capital Stock of the
Borrower issued in a Permitted Business Acquisition during such fiscal quarter.

     "Fixed Charge Coverage Ratio" means, on any date, the ratio of (a)
Consolidated EBITDA for the period of four consecutive fiscal quarters of the
Consolidated Entities ended on or most recently ended as of such date to (b)
Fixed Charges during the period of four consecutive fiscal quarters of the
Consolidated Entities ended on or most recently ended as of such date.

     "Fixed Charges" means, with respect to any period of four consecutive
fiscal quarters of the Consolidated Entities, the sum of (i) all principal
payments due on, and with respect to, Consolidated Indebtedness during such
period, plus (ii) Consolidated Interest Expense for such period, plus (iii) all
taxes of the Borrower or any Subsidiary due during such period, plus (iv) all
Restricted Payments made during such period. For the purposes of determining
Fixed Charges during any period of four consecutive fiscal quarters of the
Consolidated Entities, there shall be included in Fixed Charges all principal
payments, interest expense, taxes and restricted payments of any Person (or part
thereof) acquired during such period in a Permitted Business Acquisition accrued
from the beginning of such period to the date of closing of such Permitted
Business Acquisition.

     "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Relevant Jurisdiction is located.

     "Foreign Plan" means any pension plan or other deferred compensation plan,
program or arrangement maintained by any Foreign Subsidiary which may or may
not, under applicable local law, be required to be funded through a trust or
other funding vehicle.

     "Foreign Subsidiary" means any Subsidiary that is not organized under the
laws of any jurisdiction in the United States.

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

     "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency,


                                       10

<PAGE>

authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     "Granting Lender" has the meaning assigned to such term in Section
10.04(h).

     "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party or applicant in
respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

     "Guarantee Agreement" means each Guarantee delivered by the applicable
Subsidiary to the Administrative Agent whereby such Subsidiary shall guarantee
the obligations under the Loan Documents, which Guarantee shall be substantially
in the form of Exhibit C to the Existing Credit Agreement.

     "Guarantors" means the Subsidiaries that are or become parties to a
Guarantee Agreement.

     "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

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

     "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on


                                       11

<PAGE>

property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person and all
obligations of such Person under Synthetic Leases, (i) all obligations,
contingent or otherwise, of such Person as an account party or applicant in
respect of letters of credit and letters of guaranty, (j) all obligations of
such Person in respect of Hedging Agreements, (k) all obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances, and (l) all
obligations of such Person arising with respect to Capital Stock that is
mandatorily redeemable by such Person. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which
such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person's ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Indemnitee" has the meaning assigned to such term in Section 10.03(b).

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

     "Interest Payment Date" means (a) with respect to any ABR Loan (other than
a Swingline Loan), the last day of each calendar month, (b) with respect to any
Eurocurrency Loan with an Interest Period of one, two or three months, the last
day of the Interest Period applicable to the Borrowing of which such Loan is a
part and, in the case of a Eurocurrency Loan with an Interest Period of more
than three months' duration, each day at intervals of three months after the
first day of such Interest Period and the last day of such Interest Period and
(c) with respect to any Swingline Loan, the Swingline Loan Maturity Date
applicable to such Swingline Loan.

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

     "Issuing Bank" means JPMorgan Chase Bank, in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.05(i). The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term "Issuing Bank" shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.


                                       12

<PAGE>

     "Judgment Currency" has the meaning assigned to such term in Section
10.14(b).

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

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

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

     "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

     "Leverage Ratio" means, on any date, the ratio of (a) Consolidated
Indebtedness as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Consolidated Entities ended on or most
recently ended as of such date.

     "LIBO Rate" means, with respect to any Eurocurrency Borrowing in any
Committed Currency for any Interest Period, the rate appearing on the page for
such Committed Currency of the Telerate Service (or on any successor or
substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided on
such page of such service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
deposits in such Committed Currency in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for deposits in such Committed
Currency with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBO Rate"
with respect to such Eurocurrency Borrowing for such Interest Period shall be
the rate at which deposits in such Committed Currency of $5,000,000 (or the
Dollar Equivalent of which is approximately equal to $5,000,000) and for a
maturity comparable to such Interest Period are offered by the principal London
office of the Person then serving as the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.

     "Lien" means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing)
relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.

     "Loan Documents" means this Agreement, each Guarantee Agreement, each
Security Document, each promissory note issued pursuant to Section 2.09(e) and
each Hedging


                                       13

<PAGE>

Agreement between a Loan Party and a Lender, as each may be amended or
supplemented from time to time.

     "Loan Parties" means the Borrower, the Subsidiary Borrower and the
Guarantors.

     "Loans" means the loans (including the Revolving Loans, the Terms Loans and
the Swingline Loans) made by the Lenders to the Borrower and the Subsidiary
Borrower pursuant to this Agreement.

     "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations or condition, financial or otherwise, of the
Borrower and the Subsidiaries, taken as a whole, (b) the ability of any Loan
Party to perform, or the enforceability against any Loan Party of, any of its
obligations under any Loan Document or (c) the rights of or benefits available
to the Lenders under any Loan Document. For purposes of clause (a) of this
definition, a "Material Adverse Effect" shall be deemed to arise from any action
or omission or the occurrence of any event or the existence of any fact or
condition involving, individually or in the aggregate, more than $5,000,000.

     "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of the Borrower and its Subsidiaries in an aggregate
principal amount exceeding $3,000,000 in the aggregate. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
the Borrower or any Subsidiary in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.

     "Maturity Date" means, with respect to any Revolving Loan, the Revolving
Credit Maturity Date, and, with respect to any Term Loan, the Term Loan Maturity
Date.

     "Maximum Rate" has the meaning assigned to such term in Section 10.13.

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

     "Money Market Rate" means the quoted rate per annum offered by the
applicable Swingline Lender to the Borrower no later than three hours after the
quote is requested by the Borrower, which quote shall be requested by the
Borrower, in no event later than 11:00 a.m., New York City time, one Business
Day before the date of the proposed Borrowing.

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

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

     "Obligations" means the obligations of the Subsidiary Borrower under this
Agreement and the other Loan Documents, whether for principal, interest,
guaranties, reimbursement obligations, fees, indemnities, costs, expenses
(including, without limitation, all reasonable fees


                                       14

<PAGE>

and disbursements of counsel to the Administrative Agent or any Lender) or
otherwise. Without limiting the generality of the foregoing, the definition of
"Obligations" includes all amounts that would be owed by the Subsidiary Borrower
to the Lenders and the Administrative Agent under this Agreement and the other
Loan Documents but for the fact that they are unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar proceeding involving
the Subsidiary Borrower.

     "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

     "Participant" has the meaning assigned such term in Section 10.04(e).

     "Participating Member State" means each state so described in any EMU
Legislation.

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

     "Permitted Business Acquisition" means any acquisition if immediately after
giving effect thereto: (a) such acquisition is of (i) shares or other equity
interests in a Person or (ii) all or substantially all of the assets of a Person
or division or line of business of a Person (or any subsequent investment made
in a previous Permitted Business Acquisition) and at least a significant portion
thereof relates to business incidental, similar or complementary to existing
businesses of any Consolidated Entity or to the design and manufacture of
engineered specialty products for thermal/acoustical/insulation and
filtration/separation applications, (b) no Default shall have occurred and be
continuing or would result therefrom, (c) all transactions related thereto shall
be consummated in accordance with applicable laws, (d) any acquired or newly
formed corporation, partnership or limited liability company shall be a
Wholly-Owned Subsidiary and all actions required to be taken, if any, with
respect to such acquired or newly formed Subsidiary under Section 5.09 shall
have been taken and (e) the Borrower shall be in compliance, on a pro forma
basis after giving effect to such acquisition or formation, with the covenants
contained in Sections 6.12, 6.13 and 6.14 recomputed as at the last day of the
most recently ended fiscal quarter of the Borrower as if, for the purposes of
calculating Consolidated Interest Expense, principal due on Consolidated
Indebtedness and Consolidated Capital Expenditures, Consolidated Net Income and
Consolidated EBITDA, such acquisition and related financings or other
transactions had occurred on the first day of the period for testing such
compliance, and, if the amount of such acquisition and series of related
investments exceeds $7,000,000, then the Borrower shall have delivered to the
Administrative Agent and the Lenders an officers' certificate to such effect,
together with all relevant financial information as required under Section
5.01(c) for such Person (or part thereof).

     "Permitted Encumbrances" means:

     (a) Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.04;


                                       15

<PAGE>

     (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and
other like Liens imposed by law, arising in the ordinary course of business and
securing obligations that (i) are not overdue by more than 30 days or (ii) are
being contested in compliance with Section 5.04;

     (c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security laws or regulations;

     (d) deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business;

     (e) judgment liens in respect of judgments that do not constitute an Event
of Default under clause (k) of Article VII;

     (f) easements, zoning restrictions, rights-of-way and similar encumbrances
on real property imposed by law or arising in the ordinary course of business
that do not secure any monetary obligations and do not materially detract from
the value of the affected property or interfere with the ordinary conduct of
business of the Borrower or any Subsidiary; and

     (g) where the context otherwise requires and without duplication, Liens
permitted under clauses (b) through (d) of Section 6.02.

     "Permitted Investments" means:

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

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

     (c) investments in certificates of deposit, banker's acceptances and time
deposits maturing within 180 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, any domestic office of any bank organized under the laws of the
United States of America or any State thereof which has a combined capital and
surplus and undivided profits of not less than $500,000,000 or, so long as such
investments do not exceed $250,000 in the aggregate, of any other bank;

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

     (e) investments in auction rate preferred stock maturing within 180 days of
the date of acquisition thereof and which is rated "AAA" by S&P, not exceeding
$5,000,000 in the aggregate.


                                       16

<PAGE>

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

     "Plan" means any Domestic Plan or Foreign Plan.

     "Pledge Agreement" means each pledge agreement delivered by the Borrower or
any Subsidiary to the Administrative Agent, which pledge agreement shall be
substantially in the form of Exhibit D to the Existing Credit Agreement.

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

     "Register" has the meaning assigned to such term in Section 10.04(c).

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

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

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

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

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

     "Relevant Jurisdiction" means (a) in the case of any Loan to the Borrower,
the United States of America or any state thereof and (b) in the case of any
Loan to the Subsidiary Borrower, the Federal Republic of Germany.

     "Required Lenders" means, at any time while any Loan or Letter of Credit is
outstanding, Lenders having Credit Exposures representing more than 50% of the
sum of the total Credit Exposures at such time and, at any time while no Loan or
Letter of Credit is outstanding, Lenders having more than 50% of the sum of the
Revolving Credit Commitments.

     "Reset Date" has the meaning assigned to such term in Section 1.05.

     "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) or setting aside of property for any
dividend or other distribution with respect to any shares of any class of
Capital Stock of the Borrower or any Subsidiary, or any payment (whether in
cash, securities or other property) or setting aside of property, including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such shares of
Capital Stock of the Borrower or


                                       17

<PAGE>

any Subsidiary or any option, warrant or other right to acquire any such shares
of Capital Stock of the Borrower or any Subsidiary.

     "Revolving Credit Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit and Swingline Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Lender's Revolving Credit Commitment is set forth on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender shall
have assumed its Revolving Credit Commitment, as applicable. The initial
aggregate amount of the Lenders' Revolving Credit Commitments is $50,000,000.

     "Revolving Credit Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans and
its LC Exposure and Swingline Exposure at such time.

     "Revolving Credit Maturity Date" means September 30, 2005.

     "Revolving Loan" means a Loan made pursuant to Section 2.01(a).

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

     "Security Documents" means each Pledge Agreement and each other security
document from time to time delivered to the Administrative Agent (including all
financing statements, assignments, stock certificates and stock powers).

     "Significant Subsidiary" means (a) (i) each Subsidiary, including its
subsidiaries, and (ii) the combined Excluded Subsidiaries, if such Subsidiary or
the combined Excluded Subsidiaries, as applicable, meet either of the following
conditions: (A) for the period of four consecutive fiscal quarters of the
Borrower most recently ended, the gross revenues of such Subsidiary or of the
combined Excluded Subsidiaries exceed $15,000,000, as determined on a
consolidated basis in accordance with GAAP, or (B) as of the end of the most
recently ended fiscal quarter of the Borrower, the gross assets of such
Subsidiary or of the combined Excluded Subsidiaries exceed $5,000,000, as
determined on a consolidated basis in accordance with GAAP, (b) each Loan Party
(other than the Borrower) and (c) Sopatex, S.A. and Axohm Industries, S.A. (or,
subsequent to the reorganization of Axohm Industries, S.A. and Sopatex, S.A.,
the resulting entity, which will be named Lydall Filtration/Separation, S.A.S.).

     "SPC" has the meaning assigned to such term in Section 10.04(h).

     "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by any Governmental Authority with jurisdiction over the
Administrative Agent or any Lender (including any branch, affiliate or other
funding office thereof making or holding a Loan) for any category of liabilities
which includes deposits


                                       18

<PAGE>

by reference to which the Base CD Rate or the Adjusted LIBO Rate in respect of
any Borrowing is determined. Such reserve percentages shall include those
imposed pursuant to Regulation D. Eurocurrency Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

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

     "Subsidiary" means any subsidiary of the Borrower including any subsidiary
of the Borrower created or acquired by the Borrower after the date hereof.

     "Subsidiary Borrower" means Lydall Deutschland Holding, GmbH, a German
corporation.

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

     "Swingline Lender" means JPMorgan Chase Bank or Fleet National Bank, as the
case may be, in its capacity as lender of Swingline Loans hereunder.

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

     "Swingline Loan Maturity Date" means the maturity date requested by the
Borrower in connection with a Swingline Loan (which date shall in no event be
later than the earlier of (a) 10 Business Days after the date of borrowing
thereof and (b) the Revolving Credit Maturity Date).

     "Synthetic Lease" means any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product where such
transaction is considered borrowed money indebtedness for tax purposes but is
classified as an operating lease in accordance with GAAP.

     "Target Operating Day" means any day that is not (a) a Saturday or Sunday,
(b) Christmas Day or New Year's Day or (c) any other day on which the
Trans-European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative Agent).


                                       19

<PAGE>

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

     "Term Loan" means a Loan pursuant to Section 2.01(b).

     "Term Loan Maturity Date" means June 30, 2004.

     "Three-Month Secondary CD Rate" means, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on such
day (or, if such day is not a Business Day, the next preceding Business Day) by
the Board through the public information telephone line of the Federal Reserve
Bank of New York (which rate will, under the current practices of the Board, be
published in Federal Reserve Statistical Release H.15(519) during the week
following such day) or, if such rate is not so reported on such day or such next
preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 a.m., New York City time, on such day (or, if
such day is not a Business Day, on the next preceding Business Day) by the
Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.

     "Transactions" means the execution, delivery and performance by each of the
Borrower and the Subsidiaries of each of the Loan Documents to which it is a
party, the borrowing of Loans, the use of the proceeds thereof and the issuance
of Letters of Credit hereunder.

     "Treaty on European Union" means 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 7, 1992, and came into force on November 1,
1993), as amended from time to time.

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

     "Wholly-Owned Subsidiary" means a Subsidiary all the Capital Stock of which
(other than directors' qualifying shares) is owned by the Borrower and/or one or
more other Wholly-Owned Subsidiaries.

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

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

     Section 1.03. Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any


                                       20

<PAGE>

pronoun shall include the corresponding masculine, feminine and neuter forms.
The words "include", "includes" and "including" shall be deemed to be followed
by the phrase "without limitation". The word "will" shall be construed to have
the same meaning and effect as the word "shall". Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

     Section 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

     Section 1.05. Exchange Rates. (a) Not later than 1:00 p.m., New York City
time, on each Calculation Date, the Administrative Agent shall (i) determine the
Exchange Rate as of such Calculation Date with respect to each Alternative
Currency and (ii) give notice thereof to the Lenders and the Borrower. The
Exchange Rates so determined shall become effective on the first Business Day
immediately following the relevant Calculation Date (a "Reset Date"), shall
remain effective until the next succeeding Reset Date, and shall for all
purposes of this Agreement (other than Section 2.07, Section 2.14(i), Section
2.15(e)(ii), Section 10.14, or any other provision expressly requiring the use
of a current Exchange Rate) be the Exchange Rates employed in converting any
amounts between dollars and Alternative Currencies; and (b) not later than 5:00
p.m., New York City time, on each Reset Date and each Borrowing Date with
respect to Loans denominated in an Alternative Currency, the Administrative
Agent shall (i) determine the Dollar Equivalent of the Credit Exposure at such
time (after giving effect to any Loans made or repaid on such date) and (ii)
notify the Lenders and the Borrower of the results of such determination.

                                   ARTICLE II
                                   The Credits

     Section 2.01. Commitments. (a) Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the


                                       21

<PAGE>

Availability Period in an aggregate principal amount that will not result in the
Dollar Equivalent of such Lender's Revolving Credit Exposure exceeding such
Lender's Revolving Credit Commitment. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans.

          (b) The Lenders have made Term Loans in euros to the Subsidiary
Borrower on the Closing Date in the initial aggregate principal amount equal to
18,500,000 euros.

     Section 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made
as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably
in accordance with their respective Revolving Credit Commitments. Each Term Loan
shall be made as part of a Borrowing consisting of Term Loans made by the
Lenders ratably in accordance with the outstanding principal amount of their
respective Term Loans. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the obligations (including the Revolving Credit Commitments) of
the Lenders are several and no Lender shall be responsible for any other
Lender's failure to make Loans as required.

          (b) Subject to Section 2.14 and Section 2.15(e), each Revolving
Borrowing and Term Borrowing shall be comprised of ABR Loans (if denominated in
dollars) or Eurocurrency Loans, as the Borrower or the Subsidiary Borrower, as
applicable, may request in accordance herewith. Each Swingline Borrowing shall
be denominated in dollars and shall be an ABR Loan or Money Market Loan, as the
Borrower may request in accordance herewith. Each Lender at its option may make
any Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Loan; provided that any exercise of such option shall not affect
the obligation of the Borrower or the Subsidiary Borrower, as applicable, to
repay such Loan in accordance with the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurocurrency
Borrowing, such Borrowing shall be in an aggregate amount that is not less than
$1,000,000 (or the Alternative Currency Equivalent thereof) and, in the case of
a Borrowing denominated in dollars, an integral multiple of $100,000. At the
time that each ABR Borrowing is made, such Borrowing shall be in an aggregate
amount that is not less than $500,000 and an integral multiple of $100,000;
provided that an ABR Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Revolving Credit Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.05(e). Each Swingline Borrowing shall be in an amount that is not less
than $100,000. Borrowings of more than one Type and Class may be outstanding at
the same time; provided that there shall not at any time be more than a total of
ten Eurocurrency Borrowings outstanding.

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

     Section 2.03. Requests for Revolving or Term Borrowings. To request a
Revolving Borrowing or Term Borrowing, the Borrower or the Subsidiary Borrower,
as applicable, shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurocurrency Borrowing denominated in dollars,
not later than 11:00 a.m., New York City time, three


                                       22

<PAGE>

Business Days before the date of the proposed Borrowing, (b) in the case of an
ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing, and (c) in the case of a Eurocurrency
Borrowing denominated in an Alternative Currency, not later than 11:00 a.m.,
London time, three Business Days before the date of the proposed Borrowing. Each
such telephonic Borrowing Request shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower or the
Subsidiary Borrower, as applicable. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.02:

          (i) the aggregate amount of the requested Borrowing;

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

          (iii) whether such Borrowing is to be an ABR Borrowing or a
     Eurocurrency Borrowing;

          (iv) in the case of a Eurocurrency Borrowing, the currency thereof,
     which shall be a Committed Currency (and which, in the case of a Term
     Borrowing, shall be in euros);

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

          (vi) the location and number of the Borrower's or the Subsidiary
     Borrower's account, as applicable, to which funds are to be disbursed,
     which shall comply with the requirements of Section 2.06.

If no election as to the Type of Revolving Borrowing or Term Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing if denominated
in dollars or a Eurocurrency Borrowing if denominated in an Alternative
Currency. If no election as to the currency of Borrowing is specified, then the
requested Borrowing shall be denominated in dollars. If no Interest Period is
specified with respect to any requested Eurocurrency Borrowing, then the
Borrower or the Subsidiary Borrower, as applicable, shall be deemed to have
selected an Interest Period of one month's duration. Promptly following receipt
of a Borrowing Request in accordance with this Section 2.03, the Administrative
Agent shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing. If the Borrower or
the Subsidiary Borrower, as applicable, shall revoke a Borrowing Request, it
shall be liable for all costs under Section 2.16 as if such revocation was
treated as a prepayment.

     Section 2.04. Swingline Loans. (a) Subject to the terms and conditions set
forth herein, each Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000
or (ii) the Dollar Equivalent of the total Revolving Credit Exposures exceeding
the total Revolving Credit Commitments; provided that no Swingline Lender shall
be required to


                                       23

<PAGE>

make a Swingline Loan to refinance an outstanding Swingline Loan. If a Swingline
Lender shall have received written notice that a Default has occurred and is
continuing or that the Revolving Credit Commitments have been terminated, such
Swingline Lender shall not make additional Swingline Loans without the consent
of each Lender. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans. Upon request, the Administrative Agent shall provide notice to
any Swingline Lender of the aggregate principal amount of outstanding Swingline
Loans and the Dollar Equivalent of the total Revolving Credit Exposures.

          (b) To request a Swingline Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 11:00 a.m., New York City 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), (ii) the amount of the requested
Swingline Loan, and (iii) the applicable Swingline Lender. The Administrative
Agent will promptly advise the applicable Swingline Lender of any such notice
received from the Borrower. The applicable Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with such Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e), by remittance to the Issuing Bank) on the requested
date of such Swingline Loan by 3:00 p.m., New York City time.

          (c) A Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on the
Business Day of the proposed acquisition of participations, require the 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 Lenders will participate. Upon the giving of any such
notice, each Money Market Swingline Loan shall be converted to an ABR Borrowing
and the right of the Borrower to request any further Money Market Borrowings
shall be terminated. Promptly upon receipt of such notice, the Administrative
Agent will give notice thereof to each Lender, specifying in such notice such
Lender's Applicable RC Percentage of such Swingline Loan or Loans. Each Lender
hereby absolutely and unconditionally agrees, upon the date of the proposed
acquisition of participations as provided above, to pay to the Administrative
Agent, for the account of the applicable Swingline Lender, such Lender's
Applicable RC Percentage of such Swingline Loan or Loans. Each Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Revolving Credit
Commitments but excluding Swingline Loans made in contravention of the second
sentence of Section 2.04(a), and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Lender shall
comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.06 with respect to
Revolving Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the applicable Swingline Lender the amounts so
received by it from the Lenders. The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this
paragraph, and thereafter payments in respect of such Swingline Loan shall be
made to the Administrative Agent and not to the applicable Swingline Lender. Any


                                       24

<PAGE>

amounts received by a Swingline Lender from the Borrower (or other party on
behalf of the Borrower) in respect of a Swingline Loan after receipt by such
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to such Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

     Section 2.05. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Availability Period. If the Issuing Bank shall have received written
notice that a Default has occurred and is continuing or that the Revolving
Credit Commitments have been terminated, the Issuing Bank shall not issue
Letters of Credit without the consent of each Lender. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the Dollar Equivalent of the LC Exposure
shall not exceed $5,000,000 and (ii) the Dollar Equivalent of the total
Revolving Credit Exposures shall not exceed the total Revolving Credit
Commitments.

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date not later than one year
after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (ii)
the date that is five Business Days prior to the Revolving Credit Maturity Date.

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the


                                       25

<PAGE>

Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and
each Lender hereby acquires from the Issuing Bank, a participation in such
Letter of Credit equal to such Lender's Applicable RC Percentage of the
aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender's Applicable RC Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Revolving Credit
Commitments but excluding Letters of Credit issued in contravention of the
penultimate sentence of Section 2.05(a), and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on the Business Day
immediately following the day that the Borrower receives such notice; provided
that, the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.04 that such payment be financed
with an ABR Revolving Borrowing or a Swingline Borrowing in an equivalent amount
and, to the extent so financed, the Borrower's obligation to make such payment
shall be discharged and replaced by the resulting ABR Revolving Borrowing or
Swingline Borrowing. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement,
the payment then due from the Borrower in respect thereof and such Lender's
Applicable RC Percentage thereof. Promptly following receipt of such notice,
each Lender shall pay to the Administrative Agent its Applicable RC Percentage
of the payment then due from the Borrower, in the same manner as Revolving Loans
made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the Issuing Bank or, to the extent that Lenders have made payments
pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders
and the Issuing Bank as their interests may appear. Any payment made by a Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans or a Swingline Loan as
contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement. Notwithstanding
anything to the contrary contained herein, the obligation of a Lender to provide
a Loan (or a participation in a Loan) or to reimburse the Issuing Bank with
respect to an LC Disbursement shall not exceed such Lender's Applicable RC
Percentage of such LC Disbursement.


                                       26

<PAGE>

          (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary except in the case of notice by the
Borrower as to the noncompliance of such documents, or refuse to accept and make
payment upon such documents if such documents are not in strict compliance with
the terms of such Letter of Credit.

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

          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and


                                       27

<PAGE>

including the date such LC Disbursement is made to but excluding the date that
the Borrower reimburses such LC Disbursement, at the rate per annum then
applicable to ABR Revolving Loans; provided that, if the Borrower fails to
reimburse such LC Disbursement when due pursuant to paragraph (c) of this
Section, then Section 2.13(e) shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the Issuing Bank, except that interest
accrued on and after the date of payment by any Lender pursuant to paragraph (e)
of this Section to reimburse the Issuing Bank shall be for the account of such
Lender to the extent of such payment.

          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement of the Issuing Bank. At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

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


                                       28

<PAGE>

Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business
Days after all Events of Default have been cured or waived.

     Section 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by (i) 12:00 noon, New York City time, in the case
of a Loan denominated in dollars, and (ii) 11:00 a.m., London time, in the case
of a Loan denominated in an Alternative Currency, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders; provided that Swingline Loans shall be made as provided in
Section 2.04. The Administrative Agent will make such Loans available to the
Borrower or the Subsidiary Borrower, as applicable, by promptly crediting the
amounts so received, in like funds, to an account of the Borrower or the
Subsidiary Borrower, as applicable, maintained with the Administrative Agent (i)
in the case of a Loan denominated in dollars, in New York City, and (ii) in the
case of a Loan denominated in an Alternative Currency, in London, England, in
each case as designated by the Borrower or the Subsidiary Borrower, as
applicable, in the applicable Borrowing Request; provided that ABR Revolving
Loans made to finance the reimbursement of an LC Disbursement as provided in
Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing
Bank.

          (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower or the
Subsidiary Borrower, as applicable, a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and the Borrower or the
Subsidiary Borrower, as applicable, severally agree to pay (without duplication)
to the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to the Borrower or the Subsidiary Borrower, as applicable, to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, (x) the Federal Funds Effective Rate (in the case of a Borrowing in
dollars) and (y) the rate reasonably determined by the Administrative Agent to
be the cost to it of funding such amount (in the case of a Borrowing in an
Alternative Currency) or (ii) in the case of the Borrower or the Subsidiary
Borrower, the interest rate applicable to the subject Loan. If a Lender pays its
share of such Borrowing with interest thereon to the Administrative Agent, then
such amount shall constitute such Lender's Loan included in such Borrowing as of
the date of such Borrowing.

     Section 2.07. Interest Elections. (a) Each Revolving and Term Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
or the Subsidiary Borrower, as applicable, may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a
Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower or the Subsidiary Borrower, as applicable, may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated


                                       29

<PAGE>

ratably among the Lenders holding the Loans comprising such Borrowing, and the
Loans comprising each such portion shall be considered a separate Borrowing.
Notwithstanding any contrary provision herein, this Section shall not be
construed to permit the Borrower or the Subsidiary Borrower, as applicable, to
change the currency or Class of any Borrowing.

          (b) To make an election pursuant to this Section, the Borrower or the
Subsidiary Borrower, as applicable, shall notify the Administrative Agent of
such election by telephone by the time that a Borrowing Request would be
required under Section 2.03 if such Borrower were requesting a Revolving or Term
Borrowing of the Type resulting from such election to be made on the effective
date of such election. Each such telephonic Interest Election Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in a form approved
by the Administrative Agent and signed by the Borrower or the Subsidiary
Borrower, as applicable.

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

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

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

               (iii) if the Borrowing to which such Interest Election Request
     applies is denominated in dollars, whether the resulting Borrowing is to
     be an ABR Borrowing or a Eurocurrency Borrowing; and

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

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

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

          (e) If the Borrower or the Subsidiary Borrower, as applicable, fails
to deliver a timely Interest Election Request with respect to a Eurocurrency
Revolving Borrowing prior to the end of the Interest Period applicable thereto,
then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be converted to an ABR Borrowing (unless
such Borrowing is denominated in an Alternative Currency, in which case such
Borrowing shall become due and payable on the last day of such Interest Period).


                                       30

<PAGE>

Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Borrower or the Subsidiary Borrower, as
applicable, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurocurrency
Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted
to an ABR Borrowing at the end of the Interest Period applicable thereto (and,
in the case of a Eurocurrency Borrowing denominated in an Alternative Currency,
such Borrowing shall be converted into dollars at the Exchange Rate determined
by the Administrative Agent on the last day of the Interest Period applicable
thereto).

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

          (b) The Borrower may at any time terminate, or from time to time
reduce, the Revolving Credit Commitments; provided that (i) each reduction of
the Revolving Credit Commitments shall be in an amount that is an integral
multiple of $100,000 and not less than $500,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Credit Commitments if, after giving effect to
any concurrent prepayment of the Loans in accordance with Section 2.10, the
Dollar Equivalent of the total Revolving Credit Exposures would exceed the total
Revolving Credit Commitments.

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

     Section 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower and
the Subsidiary Borrower, as applicable, hereby unconditionally promises to pay
on the Maturity Date to the Administrative Agent for the account of each Lender
the then unpaid principal amount of each Loan provided by such Lender to such
Borrower. The Borrower hereby unconditionally promises to pay to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the Swingline
Loan Maturity Date applicable to such Swingline Loan; provided that on each date
that a Revolving Borrowing in dollars is made, the Borrower shall repay all
Swingline Loans then outstanding.

          (b) Amortization of Term Loans. The principal amount of the Term Loans
shall be repaid in twenty quarterly installments, each such installment to be
payable on the last day of each March, June, September and December beginning on
September 30, 1999 and ending on the Term Loan Termination Date and to be in the
aggregate amounts set forth below,


                                       31

<PAGE>

such that on each such payment date, each Lender shall be paid an amount equal
to such Lender's pro rata share of the Term Loans (calculated based on the
outstanding principal amount of the Term Loans of such Lender as a percentage of
the outstanding Terms Loans of all Lenders) of the amount set forth below:

                                                          Aggregate
              Payment Date                          Amount of Installments
              ------------                          ----------------------
           September 30, 1999                           462,500 euros
            December 31, 1999                           462,500 euros
             March 31, 2000                             462,500 euros
              June 30, 2000                             462,500 euros
           September 30, 2000                           925,000 euros
            December 31, 2000                           925,000 euros
             March 31, 2001                             925,000 euros
              June 30, 2001                             925,000 euros
           September 30, 2001                           925,000 euros
            December 31, 2001                           925,000 euros
             March 31, 2002                             925,000 euros
              June 30, 2002                             925,000 euros
           September 30, 2002                          1,156,250 euros
            December 31, 2002                          1,156,250 euros
             March 31, 2003                            1,156,250 euros
              June 30, 2003                            1,156,250 euros
           September 30, 2003                          1,156,250 euros
            December 31, 2003                          1,156,250 euros
             March 31, 2004                            1,156,250 euros
              June 30, 2004                            1,156,250 euros
                                                      ================
                  TOTAL                               18,500,000 euros

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

          (d) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class, Type and currency
thereof and the Interest Period (if any) applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower and the Subsidiary Borrower, as applicable, to each Lender hereunder
and (iii) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender's share thereof.

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


                                       32

<PAGE>

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

     Section 2.10. Voluntary Prepayment of Loans. (a) Subject to Section 2.16,
the Borrower or the Subsidiary Borrower, as applicable, shall have the right at
any time and from time to time to prepay any Borrowing of the Borrower or the
Subsidiary Borrower, as applicable, in whole or in part, subject to prior notice
in accordance with paragraph (b) of this Section. In the case of the Term Loans,
all prepayments shall be applied to the principal installments of the Term Loans
in the inverse order of their maturities.

          (b) The Borrower or the Subsidiary Borrower, as applicable, shall
notify the Administrative Agent (and, in the case of prepayment of a Swingline
Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any
prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving
Borrowing or Eurocurrency Term Borrowing denominated in dollars, not later than
9:00 a.m., New York City time, three Business Days before the date of
prepayment, (ii) in the case of prepayment of a Eurocurrency Revolving Borrowing
or Eurocurrency Term Borrowing denominated in an Alternative Currency, not later
than 9:00 a.m., London time, three Business Days prior to the date of prepayment
and (iii) in the case of prepayment of an ABR Revolving Borrowing or ABR Term
Borrowing, not later than 9:00 a.m., New York City time, on the date of
prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; provided that, if a notice of prepayment is given in connection with
a conditional notice of termination of the Revolving Credit Commitments as
contemplated by Section 2.08, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.08. Promptly
following receipt of any such notice relating to a Revolving Borrowing or Term
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing or Term Borrowing
shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing or Term Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.13.

     Section 2.11. Mandatory Prepayment of Loans.

          (a) Sale of Assets. On the date on which the Borrower or any
Subsidiary shall receive consideration from the sale, lease, assignment,
transfer or other disposition of any property in excess of $2,500,000 in the
aggregate during any fiscal year of the Borrower, the Borrower or the Subsidiary
Borrower, as applicable, shall prepay (without premium or penalty but subject to
Section 2.16) the principal of, at its option, the Term Loans (to be applied to
the principal installments of the Term Loans in inverse order of their
maturities) and/or the


                                       33

<PAGE>

Revolving Loans, in an aggregate amount equal to 100% of the consideration
received (net of taxes and transaction expenses, including commissions).

          (b) Proceeds of Insurance and Condemnation. On the date on which the
Borrower or any Subsidiary shall receive insurance proceeds upon the occurrence
of any casualty or shall receive proceeds upon the occurrence of any
condemnation in excess of $2,500,000 in the aggregate during any fiscal year of
the Borrower, any of which proceeds have not been applied or committed to be
applied toward repair or replacement of the damaged or condemned property within
270 days of receipt thereof, the Borrower shall prepay (without premium or
penalty but subject to Section 2.16) the principal of, at its option, the Term
Loans (to be applied to the principal installments of the Term Loans in inverse
order of their maturities) and/or the Revolving Loans, in an aggregate amount
equal to 100% of the proceeds received and not so applied or committed to be
applied (net of taxes and transaction expenses, including commissions).

          (c) Commitments Exceeded. If, on any Reset Date, the Dollar Equivalent
of the aggregate Revolving Credit Exposures exceeds the aggregate Revolving
Credit Commitments, the Borrower shall immediately prepay on such Reset Date
outstanding Revolving Loans in an amount so that, after giving effect to any
such prepayment, the Dollar Equivalent of the aggregate Revolving Credit
Exposures does not exceed the aggregate Revolving Credit Commitments (and if the
Revolving Loans cannot be repaid to eliminate such excess due to the amount of
LC Exposure that exists at such time, the Borrower shall deposit with the
Administrative Agent sufficient cash collateral to cover such excess).

     Section 2.12. Fees. (a) The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a commitment fee, which shall accrue at the
Applicable Rate on the daily unused amount of the Revolving Credit Commitment of
such Lender during the period from and including the date hereof to but
excluding the date on which such Revolving Credit Commitment terminates;
provided that, if such Lender continues to have any Revolving Credit Exposure
after its Revolving Credit Commitment terminates, then such commitment fee shall
continue to accrue on the daily amount of such Lender's Revolving Credit
Exposure from and including the date on which its Revolving Credit Commitment
terminates to but excluding the date on which such Lender ceases to have any
Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears
on the last day of March, June, September and December of each year and on the
date on which the Revolving Credit Commitments terminate, commencing on the
first such date to occur after the date hereof. All commitment fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). For
purposes of this Section 2.12(a), the unused amount of the Revolving Credit
Commitment of such Lender shall be deemed to be the excess of (i) the aggregate
Revolving Credit Commitment of such Lender over (ii) the aggregate Revolving
Credit Exposure of such Lender (exclusive of Swingline Exposure).

          (b) The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its participations in
Letters of Credit, which shall accrue at the same Applicable Rate as interest on
Eurocurrency Revolving Loans on the average daily amount of such Lender's LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender's Revolving Credit


                                       34

<PAGE>

Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate or rates per annum separately agreed upon between the Borrower and the
Issuing Bank on the average daily amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the later of the date of
termination of the Revolving Credit Commitments and the date on which there
ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Revolving
Credit Commitments terminate and any such fees accruing after the date on which
the Revolving Credit Commitments terminate shall be payable on demand. Any other
fees payable to the Issuing Bank pursuant to this paragraph shall be payable
within 10 days after demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

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

          (d) The Borrower agrees to pay on the Effective Date to the
Administrative Agent, for the account of each Lender, an upfront fee equal to
.250% of such Lender's Revolving Credit Commitment.

          (e) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
upfront fees, commitment fees and participation fees, to the Lenders. Fees paid
shall not be refundable under any circumstances.

     Section 2.13. Interest. (a) The Loans comprising each ABR Borrowing shall
bear interest at the Alternate Base Rate plus the Applicable Rate.

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

          (c) The Loans comprising each Money Market Borrowing shall bear
interest at the Money Market Rate for the Interest Period in effect for such
Borrowing.

          (d) Notwithstanding the foregoing, if an Event of Default shall exist,
interest shall accrue on any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder, from and including the date of
such Event of Default until such Event of Default is cured or waived, at a rate
per annum equal to (i) in the case of principal of any Loan, 2% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section and (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.


                                       35

<PAGE>

          (e) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and upon termination of the Revolving Credit
Commitments; provided that (i) interest accrued pursuant to paragraph (d) of
this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior
to the end of the Availability Period), accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment,
(iii) in the event of any conversion of any Eurocurrency Loan prior to the end
of the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion and (iv) all accrued interest
shall be payable upon termination of the Revolving Credit Commitments.

          (f) All interest hereunder shall be computed on the basis of a year of
360 days shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

     Section 2.14. Alternate Rate of Interest. If prior to the commencement of
any Interest Period for a Eurocurrency Borrowing:

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

          (b) the Administrative Agent is advised by the Required Lenders that
in their reasonable determination the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period will not adequately and fairly reflect the
cost to such Lenders of making or maintaining their Loans included in such
Borrowing for such Interest Period; or

          (c) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that deposits in the applicable Committed
Currency are not generally available, or cannot be obtained by the Lenders, in
the London interbank market, as applicable;

then the Administrative Agent shall give notice thereof to the Borrower or the
Subsidiary Borrower, as applicable, and the Lenders by telephone or telecopy as
promptly as practicable thereafter and, until the Administrative Agent notifies
the Borrower or the Subsidiary Borrower, as applicable, and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective,
and any Eurocurrency Borrowing so requested to be continued shall, at the option
of the Borrower or the Subsidiary Borrower, as applicable, be repaid on the last
day of the then current Interest Period with respect thereto or shall be
converted to an ABR Borrowing denominated in dollars at the Exchange Rate
determined by the Administrative Agent in accordance with this Agreement on the
last day of the then current Interest Period with respect thereto, (ii) if any
Borrowing Request requests a Eurocurrency Revolving Borrowing in dollars, such
Borrowing shall be made as an ABR Borrowing and (iii) any request by the
Borrower or the Subsidiary Borrower, as applicable, for any other Eurocurrency
Borrowing in the affected Committed Currency shall be ineffective;


                                       36

<PAGE>

provided that if the circumstances giving rise to such notice do not affect all
applicable currencies, then requests for Eurocurrency Borrowings may be made in
the currencies that are not affected thereby.

     Section 2.15. Increased Costs; Illegality.

          (a) If any Change in Law shall:

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

               (ii) impose on any Lender or the Issuing Bank or the London
          interbank market (or any other market in which the funding operations
          of such Lender shall be conducted with respect to any Committed
          Currency) any other condition affecting this Agreement or Loans made
          by such Lender or any Letter of Credit or participation therein;

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

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

          (c) A certificate of a Lender or the Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or the Issuing Bank or
such Lender's or the Issuing Bank's holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section 2.15 and in reasonable detail
the basis for such amount and the allocation to the Borrower or the Subsidiary
Borrower, as applicable, of such amount shall be delivered to the Borrower or
the Subsidiary Borrower, as applicable, and shall be conclusive absent manifest


                                       37

<PAGE>

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

          (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section 2.15 shall not constitute a waiver
of such Lender's or the Issuing Bank's right to demand such compensation;
provided that the Borrower or the Subsidiary Borrower, as applicable, shall not
be required to compensate a Lender or the Issuing Bank pursuant to this Section
2.15 for any increased costs or reductions incurred more than 270 days prior to
the date that such Lender or the Issuing Bank notifies the Borrower or the
Subsidiary Borrower, as applicable, of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof.

          (e) Notwithstanding any other provision of this Agreement, if, after
the date hereof, (i) any Change in Law shall make it unlawful for any Lender to
make or maintain any Loan or to give effect to its obligations as contemplated
hereby with respect to any Loan, or (ii) there shall have occurred any change in
national or international financial, political or economic conditions (including
the imposition of or any change in exchange controls or the introduction of
different types of currency to replace the currency in which such Loan was made)
or currency exchange rates which would make it impracticable in such Lender's
reasonable determination for any Lender to make or maintain Loans denominated in
a particular Committed Currency to, or for the account of, the Borrower or the
Subsidiary Borrower, as applicable, then, by written notice to the Borrower or
the Subsidiary Borrower, as applicable, and to the Administrative Agent:

               (i) such Lender may declare that Loans (in the affected currency
     or currencies) will not thereafter (for the duration of such unlawfulness)
     be made by such Lender hereunder (or be continued for additional Interest
     Periods), whereupon any request for a Borrowing (in the affected currency
     or currencies) (or to continue a Borrowing (in the affected currency or
     currencies) for an additional Interest Period) shall, as to such Lender
     only, be deemed a request for a Loan denominated in dollars (or a request
     to convert a Eurocurrency Loan (in the affected currency or currencies)
     into a Eurocurrency Loan denominated in dollars on the last day of the then
     current Interest Period with respect thereto), unless such declaration
     shall be subsequently withdrawn; and

               (ii) such Lender may require that all outstanding Loans (in the
     affected currency or currencies) made by it be converted to Loans
     denominated in dollars, in which event all such Loans (in the affected
     currency or currencies) shall be converted to Loans denominated in dollars
     as of the effective date of such notice as provided in paragraph (f) below
     and at the Exchange Rate on the date of such conversion; provided the
     Borrower or the Subsidiary Borrower, as applicable, shall retain the option
     to prepay such Loans under Section 2.10 (so long as the Loans of the other
     Lenders of the same Type, Class, currency and Interest Period are prepaid
     at the same time) in each affected


                                       38

<PAGE>

     currency if such affected currency in an Eligible Currency at the time of
     such prepayment.

In the event any Lender shall exercise its rights under this Section 2.15(e),
all payments and prepayments of principal that would otherwise have been applied
to repay the Loans that would have been made by such Lender or the converted
Loans of such Lender shall instead be applied to repay the Loans denominated in
dollars, as the case may be, made by such Lender in lieu of, or resulting from
the conversion of, such Loans.

          (f) In addition to any other indemnification or other "gross-up"
provisions contained herein, if any law, or any governmental or
quasi-governmental rule, regulation, policy, guideline, or directive of any
jurisdiction outside of the United States, imposes or deems applicable any
reserve, assessment or other charge or cost on any Lender domiciled in the
United States and the result of any of the foregoing is to increase the cost to
such Lender of making or maintaining any Loan to the Borrower or the Subsidiary
Borrower, as applicable, or to reduce the return received by such Lender in
connection with any such Loan, then, to the extent that such Lender is not
otherwise indemnified (whether pursuant to the definition of the term Statutory
Reserve Rate or otherwise) hereunder for same, the Borrower or Subsidiary
Borrower, as applicable, shall pay such Lender such additional amount or amounts
as will compensate such Lender for such increased costs or reduction in the
amount received. A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender setting forth in reasonable detail the basis
for such amount and the allocation to the Borrower or the Subsidiary Borrower,
as applicable, shall be delivered to the Borrower or the Subsidiary Borrower, as
applicable, which shall be conclusive absent manifest error.

          (g) For purposes of this Section 2.15, a notice to the Borrower or the
Subsidiary Borrower, as applicable, by any Lender shall be effective as to each
Loan made by such Lender, if lawful, on the last day of the Interest Period
currently applicable to such Eurocurrency Loan; in all other cases such notice
shall be effective on the date of receipt thereof by the Borrower or the
Subsidiary Borrower, as applicable.

     Section 2.16. Break Funding Payments. In the event of (a) the payment of
any principal of any Eurocurrency Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurocurrency Loan other than on the last day of the
Interest Period applicable thereto, (c) the conversion of an Alternative
Currency Loan to a dollar denominated Loan pursuant to Section 2.14(i) or
Section 2.15(e)(ii), (d) the failure to borrow, convert, continue or prepay any
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.10(b) and is revoked in
accordance therewith), or (e) the assignment of any Eurocurrency Loan other than
on the last day of the Interest Period applicable thereto, on the Effective Date
or as a result of a request by the Borrower or the Subsidiary Borrower, as
applicable, pursuant to Section 2.19, then, in any such event, the Borrower or
the Subsidiary Borrower, as applicable, shall compensate each Lender for the
reasonable, documented loss, cost and expense attributable to such event. In the
case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any,
of (i) the amount of interest which would have accrued on the principal amount
of such Loan, had such event not occurred, at the Adjusted LIBO Rate that would
have been applicable to such Loan, for the period from the date of such event to
the last day of the


                                       39

<PAGE>

then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for deposits of a
comparable amount, in the same currency and for the same period from other banks
in the Eurocurrency market. A certificate of any Lender setting forth any amount
or amounts that such Lender is entitled to receive pursuant to this Section
shall be delivered to the Borrower or the Subsidiary Borrower, as applicable,
shall set forth in reasonable detail the basis for such amount and shall be
conclusive absent manifest error. The Borrower or the Subsidiary Borrower, as
applicable, shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

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

          (b) In addition, the Borrower or the Subsidiary Borrower, as
applicable, shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.

          (c) The Borrower or the Subsidiary Borrower, as applicable, shall
indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10
days after written demand therefor, for the full amount of any Indemnified Taxes
or Other Taxes paid by the Administrative Agent, such Lender or the Issuing
Bank, as the case may be, on or with respect to any payment by or on account of
any obligation of such Borrower hereunder (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section 2.17) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or the Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Bank, shall set forth in reasonable detail the basis for such amount, shall be
accompanied by applicable documentation and shall be conclusive absent manifest
error.

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


                                       40

<PAGE>

          (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the Relevant Jurisdiction or any
treaty to which such Relevant Jurisdiction is a party, with respect to payments
under this Agreement shall, assuming reasonable prior written notification by
the Borrower or the Subsidiary Borrower, as applicable, to such Foreign Lender
of the existence of such law or treaty, deliver to the Borrower or the
Subsidiary Borrower, as applicable, (with a copy to the Administrative Agent),
at the time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law or reasonably requested by
the Borrower or the Subsidiary Borrower, as applicable, as will permit such
payments to be made without withholding or at a reduced rate of withholding.

          (f) If a Lender, the Issuing Bank or the Administrative Agent receives
a refund from a taxing authority in respect of any Indemnified Taxes or Other
Taxes for which it has been indemnified by the Borrower or the Subsidiary
Borrower, as applicable, or with respect to which the Borrower or the Subsidiary
Borrower, as applicable, has paid additional amounts pursuant to this Section
2.17, it shall within 10 days from the date of such receipt pay over the amount
of such refund to the Borrower or the Subsidiary Borrower, as applicable (but
only to the extent of indemnity payments made, or additional amounts paid, by
the Borrower or the Subsidiary Borrower, as applicable, under this Section 2.17
with respect to the Indemnified Taxes or Other Taxes giving rise to such
refund), without interest (other than interest paid by the relevant taxing
authority with respect to such refund); provided, however, that the Borrower or
the Subsidiary Borrower, as applicable, upon the request of such Lender, the
Issuing Bank or the Administrative Agent agrees to repay the amount paid over to
the Borrower or the Subsidiary Borrower, as applicable (plus penalties, interest
or other charges), to such Lender, the Issuing Bank or the Administrative Agent
in the event such Lender, the Issuing Bank or the Administrative Agent is
required to repay such refund to such taxing authority.

          (g) Nothing contained in this Section 2.17 shall require any Lender,
the Issuing Bank or the Administrative Agent to make available its tax returns
or any other information relating to Taxes or Other Taxes that such Lender, the
Issuing Bank or the Administrative Agent deems to be confidential; provided,
however, that any Taxes or Other Taxes shall, to the extent resulting from such
Lender's, the Issuing Bank's or the Administrative Agent's failure to make
available any such tax returns, be deemed to be Excluded Taxes.

     Section 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a) The Borrower and the Subsidiary Borrower, as applicable, shall make each
payment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or of amounts payable under Section
2.15, 2.16 or 2.17, or otherwise) from (i) in the case of a Loan denominated in
dollars, a payment location in New York City and (ii) in the case of a Loan
denominated in an Alternative Currency, a payment location in London, England,
in each case as designated by the Borrower or the Subsidiary Borrower (or such
other payment location hereafter specified by the Borrower or the Subsidiary
Borrower, as applicable) prior to 12:00 noon, New York City time (or 12:00 noon,
London time, in respect of principal of or interest on any Loan denominated in
an Alternative Currency), on the date when due, in immediately available funds,
without set-off or counterclaim. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New


                                       41

<PAGE>

York, New York (or (i) in the case of amounts due in an Alternative Currency, to
the Administrative Agent at its offices in London, England or (ii) such other
office as shall be specified for such Alternative Currency by the Administrative
Agent), except payments to be made directly to the Issuing Bank or Swingline
Lender as expressly provided herein and except that payments pursuant to
Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension at the same
rate then in effect with respect thereto. All payments of principal and interest
(but not fees, which shall be payable in dollars) hereunder shall be made in the
applicable Committed Currency, except as otherwise expressly provided herein.

          (b) In relation to the payment of any amount denominated in the euro,
the Administrative Agent shall not be liable to the Borrower or the Subsidiary
Borrower or any of the Lenders in any way whatsoever for any delay, or the
consequences of any delay, in the crediting to any account of any amount
required by this Agreement to be paid by the Administrative Agent if the
Administrative Agent shall have taken all relevant steps to achieve, on the date
required by this Agreement, the payment of such amount in immediately available,
freely transferable, cleared funds (in the euro unit) to the account of any
Lender in the principal financial center in the Participating Member State which
the Borrower, the Subsidiary Borrower or, as the case may be, any Lender shall
have specified for such purpose. In this paragraph (b), "all relevant steps"
means all such steps as may be prescribed from time to time by the regulations
or operating procedures of such clearing or settlement system as the
Administrative Agent may from time to time determine for the purpose of clearing
or settling payments of the euro.

          (c) If the basis of accrual of interest or fees expressed in this
Agreement with respect to the currency of any state that becomes a Participating
Member State shall be inconsistent with any convention or practice in the London
interbank market for the basis of accrual of interest or fees in respect of the
euro, such convention or practice shall replace such expressed basis effective
as of and from the date on which such state becomes a Participating Member
State; provided, that if any Loan in the currency of such state is outstanding
on such date, such replacement shall take effect, with respect to such Loan, at
the end of the then current Interest Period.

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

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


                                       42

<PAGE>

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

          (f) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Term Loans resulting in such Lender receiving payment of
a greater proportion (based on the outstanding principal amount of the Term
Loans of such Lender as a percentage of the outstanding Terms Loans of all
Lenders) of the aggregate amount of its Term Loans than the proportion
(calculated based on the outstanding principal amount of the Term Loans of such
Lender as a percentage of the outstanding Terms Loans of all Lenders) received
by any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Term Loans of other
Lenders to the extent necessary so that the benefit of all such payments shall
be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Term Loans; provided that
(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this paragraph shall not be construed to
apply to any payment made by the Subsidiary Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Term Loans to any assignee or participant, other than to the Subsidiary
Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of
this paragraph shall apply). The Subsidiary Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that
any Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Subsidiary Borrower rights of


                                       43

<PAGE>

set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Subsidiary Borrower in the amount of such
participation.

          (g) Unless the Administrative Agent shall have received notice from
the Borrower or the Subsidiary Borrower, as applicable, prior to the date on
which any payment is due to the Administrative Agent for the account of the
Lenders or the Issuing Bank hereunder that the Borrower or the Subsidiary
Borrower, as applicable, will not make such payment, the Administrative Agent
may assume that the Borrower or the Subsidiary Borrower, as applicable, has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due. In such event, if the Borrower or the Subsidiary Borrower, as
applicable, has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or the Issuing Bank with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, (i) in the case of a Borrowing or an LC
Disbursement in dollars, at the Federal Funds Effective Rate and (ii) in the
case of a Borrowing in an Alternative Currency, at the rate reasonably
determined by the Administrative Agent to be the cost to it of funding such
amount.

          (h) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.18(e), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.

     Section 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any
Lender requests compensation under Section 2.15, or if the Borrower or the
Subsidiary Borrower, as applicable, is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.17, then such Lender shall use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17,
as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.

          (b) If any Lender requests compensation under Section 2.15, or if the
Borrower or the Subsidiary Borrower, as applicable, is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation
to fund Loans hereunder, or if any Lender does not approve any Currency as an
Alternative Currency, then the Borrower or the Subsidiary Borrower, as
applicable, may, at its sole expense and effort (except in the case of a
defaulting Lender in which case it shall be at the expense and effort of such
defaulting Lender), upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 10.04), all its interests,
rights and obligations under this Agreement to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower or the Subsidiary Borrower, as
applicable, shall have received the


                                       44

<PAGE>

prior written consent of the Administrative Agent (and, if a Revolving Credit
Commitment is being assigned, the Issuing Bank and Swingline Lender), which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower or the Subsidiary Borrower, as applicable, (in the case of
all other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.15 or payments required to be made
pursuant to Section 2.17, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower or the Subsidiary
Borrower, as applicable, to require such assignment and delegation cease to
apply.

                                  ARTICLE III
                         Representations and Warranties

          The Borrower represents and warrants to the Lenders that:

     Section 3.01. Organization; Powers. Each of the Borrower and the
Significant Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to own or lease its property and to carry on its
business as now conducted and, except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, is qualified to do business in, and is in good standing in,
every jurisdiction where such qualification is required. Schedule 3.01 sets
forth the correct and complete list of each Subsidiary indicating (a) its
jurisdiction of organization, (b) its ownership (by holder and percentage
interest) and (c) its business and primary geographic scope of operation.

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

     Section 3.03. Governmental Approvals; No Conflicts. (a) The Transactions
(i) do not require the Borrower or any Subsidiary to obtain or make any consent
or approval of, registration or filing with, or other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect or that, if not obtained or made, could not reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect, (ii) will not violate any applicable law or regulation or the charter,
by-laws or other organizational documents of any Loan Party, or any order of any
Governmental Authority, except as to any law, regulation or order the violation
of which could not reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect, (iii) will not violate or


                                       45

<PAGE>

result in a default under any indenture, agreement or other instrument binding
upon the Borrower or any Significant Subsidiary or their respective assets, or
give rise to a right thereunder to require any payment to be made by the
Borrower or any Significant Subsidiary, except for any such violations, defaults
or rights to require payment that could not reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect and (iv) will not
result in the creation or imposition of any Lien (other than a Permitted
Encumbrance) on any asset of the Borrower or any Subsidiary.

          (b) No exchange control law or regulation materially restricts the
Borrower or the Subsidiary Borrower, as applicable, from complying with its
obligations in respect of any Loan or Letter of Credit denominated in a
Committed Currency. Neither the Borrower, the Subsidiary Borrower nor any of
their respective assets are entitled to immunity from suit, execution,
attachment or other legal process. To ensure the enforceability or admissibility
in evidence of any Loan Document, it is not necessary that such Loan Document be
filed or recorded with any Governmental Authority or that any stamp or similar
tax be paid thereon or in respect thereof. No withholding tax or documentary
stamp tax or intangible tax or any other tax is or will be due in connection
with the Transactions or in relation to any enforcement proceedings in respect
of the Loan Documents.

     Section 3.04. Financial Condition; No Material Adverse Change. (a) The
Borrower has heretofore furnished to the Lenders the consolidated and
consolidating balance sheets of the Borrower and its consolidated Subsidiaries
and the related statements of income, stockholders equity and cash flows as of
and for the fiscal years ended December 31, 1999, December 31, 2000 and December
31, 2001, such consolidated financial statements being reported on by
Pricewaterhouse Coopers, LLP, independent public accountants. Such financial
statements present fairly, in all material respects, the financial condition and
results of operations and cash flows of the Borrower and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP.

          (b) Since December 31, 2001, there has been no change that could
reasonably be expected to have a Material Adverse Effect.

     Section 3.05. Properties. (a) Each of the Borrower and the Subsidiaries has
good title to, or valid leasehold interests in, all its real and personal
property material to its business reflected in the financial statements
described in Section 3.04, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

          (b) Each of the Borrower and/or the Significant Subsidiaries owns, or
is licensed to use, all trademarks, tradenames, service marks, copyrights,
patents and other intellectual property material to its business, the use
thereof, to the knowledge of the Borrower, by the Borrower and the Subsidiaries
does not infringe upon the rights of any other Person, except any such
infringements that could not reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect, and, to the knowledge of the
Borrower, no other Person has materially infringed upon the rights of the
Borrower and the Significant Subsidiaries thereto.


                                       46

<PAGE>

     Section 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any Subsidiary (i) as to which there is a
reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect (other than as set forth on Schedule 3.06)
or (ii) that involve this Agreement, any other Loan Document or the
Transactions.

          (b) Except as set forth on Schedule 3.06 and except with respect to
any other matters that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, neither the Borrower nor any
Subsidiary (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

          (c) Since the date of this Agreement, there has been no change in the
status of the matters set forth on Schedule 3.06 that, individually or in the
aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

     Section 3.07. Compliance with Laws and Agreements. Each of the Borrower and
the Significant Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. Neither the
Borrower nor any Subsidiary is in default with respect to any such law,
regulation, order, indenture, agreement or other instrument, except for any such
default that individually or in the aggregate could not reasonably be expected
to have a Material Adverse Effect.

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

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

     Section 3.10. ERISA. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $6,000,000, the fair market value of the assets of such Plan, and the
present value of all accumulated benefit


                                       47

<PAGE>

obligations of all underfunded Plans (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $6,000,000, the fair market value of the assets of all such underfunded
Plans.

     Section 3.11. Disclosure. The Borrower has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Significant Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. None of the filings of the Borrower made with the
Securities and Exchange Commission and, to the knowledge of the Borrower, the
other reports, financial statements, certificates or other information furnished
by or on behalf of the Borrower to the Administrative Agent or any Lender in
connection with the negotiation of the Loan Documents or delivered thereunder
(as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

     Section 3.12. Federal Reserve Regulations. (a) Neither the Borrower nor any
Subsidiary is engaged principally, or as one of its important activities, in the
business of extending credit for the purposes of buying or carrying Margin Stock
(as defined under Regulation U).

          (b) No part of the proceeds of any Loan, and no Letter of Credit, will
be used, whether directly or indirectly, and whether immediately, incidentally
or ultimately, for any purpose that entails a violation of, or that is
inconsistent with, the provisions of the Regulations of the Board, including
Regulation T, U or X.

     Section 3.13. Solvency. Immediately after the consummation of the
Transactions (a) the fair value of the assets of each Loan Party at a fair
valuation will exceed its debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each Loan
Party will be greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured,
considering all financing alternatives and potential asset sales reasonably
available to such Loan Party; (c) each Loan Party will be able to pay its debts
and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured, considering all financing alternatives
and potential asset sales reasonably available to such Loan Party; and (d) each
Loan Party will not have unreasonably small capital with which to conduct the
business in which it is engaged as such business is now conducted and is
proposed to be conducted following the Effective Date.

                                   ARTICLE IV
                                   Conditions

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


                                       48

<PAGE>

          (a) The Administrative Agent (or its counsel) shall have received from
each party hereto either (i) a counterpart of this Agreement signed on behalf of
such party or (ii) written evidence reasonably satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of
this Agreement.

          (b) The Administrative Agent (or its counsel) shall have received from
each of the Guarantors either (i) a counterpart of a Guarantee Agreement signed
on behalf of such party or (ii) written evidence reasonably satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of the Guarantee Agreement) that such party has signed a
counterpart of a Guarantee Agreement.

          (c) The Administrative Agent (or its counsel) shall have received from
each of the Borrower and the Subsidiaries, as applicable, either (i) a
counterpart of each Security Document signed on behalf of such party or (ii)
written evidence reasonably satisfactory to the Administrative Agent (which may
include telecopy transmission of a signed signature page of such Security
Document) that such party has signed a counterpart of such Security Document.
The Administrative Agent shall have received stock certificates representing 65%
of the outstanding voting Capital Stock of each of the Foreign Subsidiaries
subject to a Pledge Agreement together with undated stock powers executed in
blank. The delivery of stock certificates shall not be required to the extent
that the shares in a Foreign Subsidiary cannot be evidenced by stock
certificates according to applicable foreign law. The Administrative Agent for
its benefit and the ratable benefit of the Lenders shall have a legal, valid and
enforceable perfected first-priority Lien on the Collateral.

          (d) The Administrative Agent shall have received favorable written
opinions (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of Mary A. Tremblay and Linklaters, Oppenhoff & Radler,
substantially in the form of Exhibit A-1 and Exhibit A-2, respectively, and
covering such other matters relating to the Loan Parties, this Agreement or the
Transactions as the parties shall agree. The Borrower and the Subsidiary
Borrower hereby request such counsel to deliver such opinions.

          (e) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of the Loan Parties,
the authorization of the Transactions and any other legal matters relating to
the Loan Parties, the Loan Documents or the Transactions.

          (f) The Administrative Agent shall have received a certificate, dated
the Effective Date and signed by the President, a Vice President, General
Counsel and Secretary or a Financial Officer of the Borrower, confirming
compliance with the conditions set forth in paragraphs (a) and (b) of Section
4.02.

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


                                       49

<PAGE>

          (h) All consents and approvals necessary to be obtained from any
Governmental Authority or other Person in connection with the financing
contemplated hereby and the continuing operation of the Borrower and the
Significant Subsidiaries shall have been obtained and be in full force and
effect, and all applicable waiting periods and appeal periods shall have
expired, in each case without the imposition of any burdensome conditions.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 10.02)
at or prior to 3:00 p.m., New York City time, on May 22, 2002 (and, in the event
such conditions are not so satisfied or waived, the Revolving Credit Commitments
shall terminate at such time).

     Section 4.02. Each Credit Event. The obligation of each Lender to make a
Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend,
renew or extend any Letter of Credit, is subject to the satisfaction of the
following conditions:

          (a) The representations and warranties set forth in this Agreement and
the other Loan Documents shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable, except that any representation or warranty
limited by its terms to a specific date shall be true and correct as of such
specific date.

          (b) At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing and
there shall be no laws, rules, regulations or orders that would cause the making
or maintaining of such Loan or such Letter of Credit to be unlawful or otherwise
unenforceable.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section 4.02.

                                   ARTICLE V
                              Affirmative Covenants

     Until the Revolving Credit Commitments have expired or been terminated and
the principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:

     Section 5.01. Financial Statements and Other Information. The Borrower will
furnish to the Administrative Agent and each Lender:

          (a) within 90 days after the end of each fiscal year of the Borrower,
the audited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries and related statements of income, stockholders' equity and cash
flows as of the end of and for such year,


                                       50

<PAGE>

setting forth in each case in comparative form the figures as of the end of and
for the previous fiscal year, such consolidated financial statements being
reported on by PricewaterhouseCoopers LLP or other independent public
accountants of recognized national standing (without a "going concern" or like
qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;

          (b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, the unaudited consolidated balance
sheet of the Borrower and its consolidated Subsidiaries and related statements
of income and cash flows as of the end of and for such fiscal quarter and the
then elapsed portion of such fiscal year, setting forth in each case in
comparative form the figures for the corresponding date or period or periods of
(or, in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified by one of its Financial Officers as presenting fairly in all
material respects the financial condition and results of operations of the
Borrower and its consolidated Subsidiaries in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of
footnotes;

          (c) prior to the consummation of a Permitted Business Acquisition (or,
if the aggregate consideration paid for such Permitted Business Acquisition is
less than $7,000,000, within 60 days thereafter), the audited (or, if
unavailable, the unaudited) balance sheets of the acquired Person (or part
thereof) as of the most recently ended calendar quarter and related statements
of income and cash flows for the most recently ended four calendar quarters and,
to the extent available, for the elapsed portion of the calendar quarter during
which such Permitted Acquisition occurs, such financial statements to be
acceptable to the Required Lenders in their sole discretion (not to be
unreasonably withheld) being reported or reviewed by independent public
accountants acceptable to the Required Lenders in their sole discretion (not to
be unreasonably withheld);

          (d) concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of the Borrower
(i) certifying as to whether a Default has occurred and, if a Default has
occurred, specifying the details thereof and any action taken or proposed to be
taken with respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Sections 6.12, 6.13 and 6.14 and (iii) stating
whether any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 3.04 and, if any
such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;

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

          (f) concurrently with any delivery of financial statements under
clause (a), a narrative explanation signed by a Financial Officer of the
Borrower of any material variance from the Borrower's budget for the fiscal year
that is reflected in such financial statements;


                                       51

<PAGE>

          (g) within 90 days of the commencement of each fiscal year of the
Borrower, (i) projected consolidated balance sheets of the Borrower and its
consolidated Subsidiaries for such fiscal year and (ii) an operating plan for
the Borrower and its consolidated Subsidiaries for such fiscal year, including
budget, personnel, facilities, capital expenditure and research and development
projections and projected consolidated income and cash flow statements for such
fiscal year, incorporating the items detailed in such operating plan for such
fiscal year, and accompanied by a description of the material assumptions used
in making such operating plan;

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

          (i) promptly following any request therefor, such other information in
a form normally kept by the Borrower regarding the operations, business, affairs
and financial condition of the Borrower or any Subsidiary, or compliance with
the terms of this Agreement, as the Administrative Agent or any Lender may
reasonably request.

     Section 5.02. Notices of Material Events. The Borrower will furnish to the
Administrative Agent and each Lender written notice of the following:

          (a) immediately upon knowledge of or otherwise promptly upon the
occurrence of any Default;

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

          (c) promptly upon the occurrence of any ERISA Event that, alone or
together with any other ERISA Events that have occurred, could reasonably be
expected to result in liability of the Borrower and the Subsidiaries in an
aggregate amount exceeding $4,000,000; and

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

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

     Section 5.03. Existence; Conduct of Business. The Borrower will, and will
cause each of the Significant Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation, dissolution or corporate reorganization
permitted under Section 6.03.


                                       52

<PAGE>

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

     Section 5.05. Maintenance of Properties; Insurance. The Borrower will, and
will cause each of the Significant Subsidiaries to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.

     Section 5.06. Books and Records; Inspection Rights. The Borrower will, and
will cause each of the Subsidiaries to, keep proper books of record and account
in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities; provided that, with
respect to each of the Foreign Subsidiaries, such entries going forward may be
made in accordance with generally accepted accounting principles in effect in
its jurisdiction of organization until such time that such entries are
consolidated with the entries of the Borrower and the Domestic Subsidiaries. The
Borrower will, and will cause each of the Significant Subsidiaries to, permit
any representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.

     Section 5.07. Compliance with Laws. The Borrower will, and will cause each
of the Significant Subsidiaries to, comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or its property
(including, without limitation, all Environmental Laws), except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

     Section 5.08. Use of Proceeds and Letters of Credit. The proceeds of the
Loans will be used only for general corporate purposes of the Consolidated
Entities (including working capital, capital expenditures and acquisitions). No
part of the proceeds of any Loan, and no Letter of Credit, will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X. Letters of Credit
will be issued only to support obligations of the Borrower incurred in the
ordinary course of business.

     Section 5.09. Additional Guarantors. (a) Promptly upon any Domestic
Subsidiary becoming a Significant Subsidiary, the Borrower will (i) cause such
Domestic Subsidiary to guarantee the obligations of the Borrower and the
Subsidiary Borrower under the Loan Documents, pursuant to a Guarantee
substantially in the form of the Guarantee Agreement and (ii) deliver such proof
of corporate, partnership or limited liability company action, incumbency of
officers, opinions of counsel and other documents as is consistent with those
delivered by a Guarantor pursuant to Article IV or as the Administrative Agent
shall have reasonably requested.


                                       53

<PAGE>

          (b) Promptly upon any Foreign Subsidiary becoming a Significant
Subsidiary, the Borrower will (i) cause such Foreign Subsidiary to guarantee the
obligations of the Subsidiary Borrower under the Loan Documents, pursuant to a
Guarantee substantially in the form of the Guarantee Agreement, (ii) cause 65%
of the voting Capital Stock of such Foreign Subsidiary to be pledged and
delivered to the Administrative Agent for its benefit and the ratable benefit of
the Lenders, pursuant to the Pledge Agreement and (iii) deliver such proof of
corporate, partnership or limited liability company action, incumbency of
officers, opinions of counsel and other documents as is consistent with those
delivered by a Guarantor pursuant to Article IV or as the Administrative Agent
shall have reasonably requested.

                                   ARTICLE VI
                               Negative Covenants

     Until the Revolving Credit Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the Lenders that:

     Section 6.01. Indebtedness. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Indebtedness,
except:

          (a) Indebtedness of any Loan Party pursuant to any Loan Document;

          (b) Indebtedness existing on the date hereof and set forth in Schedule
6.01, and any extensions, renewals or replacements of any such Indebtedness,
provided that the principal amount does not increase;

          (c) Indebtedness of the Borrower to any Wholly-Owned Subsidiary or of
any Wholly-Owned Subsidiary to the Borrower or any other Wholly-Owned
Subsidiary, in each case incurred in the ordinary course of business and either
consistent with past practices or for cash management purposes; provided that,
upon request of the Required Lenders, such Indebtedness shall be evidenced by a
promissory note in form and substance reasonably acceptable to the Required
Lenders;

          (d) Indebtedness of the Borrower or any Subsidiary incurred to finance
the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations, obligations under Synthetic Leases and
obligations under tax-advantaged financings, and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any
such assets prior to the acquisition thereof, and extensions, renewals and
replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof; provided that (i) such Indebtedness is incurred prior
to or within 90 days after such acquisition or the completion of such
construction or improvement and (ii) the aggregate principal amount of
Indebtedness permitted by this clause (d) shall not exceed $12,000,000 at any
time outstanding;

          (e) Indebtedness of the Borrower or any Subsidiary as an account party
in respect of trade letters of credit; and


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<PAGE>

          (f) Indebtedness of Axohm Industries, S.A. (or, subsequent to the
reorganization of Axohm Industries, S.A. and Sopatex, S.A., the resulting
entity, which will be named Lydall Filtration/Separation, S.A.S.) incurred to
finance its working capital requirements; provided that the aggregate principal
amount of Indebtedness permitted by this clause (f) shall not exceed $2,000,000
at any time outstanding.

     Section 6.02. Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

          (a) Permitted Encumbrances;

          (b) any Lien on any property or asset of the Borrower or any
Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided
that (i) such Lien(s) shall not apply to any other property or asset of the
Borrower or any Subsidiary and (ii) such Lien shall secure only those
obligations which it secures on the date hereof;

          (c) any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of any Person that becomes a Subsidiary after the date hereof
prior to the time such Person becomes a Subsidiary; provided that (i) such Lien
secures Indebtedness permitted by clause (d) of Section 6.01, (ii) such Lien is
not created in contemplation of or in connection with such acquisition or such
Person becoming a Subsidiary, as the case may be, (iii) such Lien shall not
apply to any other property or assets of the Borrower or any Subsidiary, and
(iv) such Lien shall secure only those obligations which it secures on the date
of such acquisition or the date such Person becomes a Subsidiary, as the case
may be;

          (d) any Lien on fixed or capital assets acquired, constructed or
improved by the Borrower or any Subsidiary; provided that (i) such Lien secures
Indebtedness permitted by clause (d) of Section 6.01, (ii) such Lien and the
Indebtedness secured thereby are incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement, (iii) the
Indebtedness secured thereby does not exceed 100% of the costs of acquiring,
constructing or improving such fixed or capital assets and (iv) such Lien shall
not apply to any other property or assets of the Borrower or any Subsidiary; and

          (e) any Lien (regardless of whether such Lien has been granted before,
on or after the date hereof) on any property or asset of Lydall Gerhardi GmbH &
Co. KG securing obligations to Deutsche Bank existing on the date hereof as set
forth in Schedule 6.01.

     Section 6.03. Fundamental Changes. (a) Except as otherwise consented to by
the Required Lenders, the Borrower will not, and will not permit any Subsidiary
to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) all or any
substantial part of its assets, or (whether now owned or hereafter acquired)
sell, transfer, lease or otherwise dispose of any Capital Stock of any
Subsidiary, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Person may merge into the Borrower in a


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<PAGE>

transaction in which the Borrower is the surviving corporation, (ii) any Person
may merge into any Wholly-Owned Subsidiary in a transaction in which the
surviving entity is a Wholly-Owned Subsidiary, (iii) any Subsidiary may sell,
transfer, lease or otherwise dispose of its assets to the Borrower or to a
Wholly-Owned Subsidiary; provided that, upon request of the Required Lenders,
any deferred purchase price shall be evidenced by a promissory note in form and
substance reasonably acceptable to the Required Lenders, (iv) the Borrower or
any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to
the extent permitted by Section 6.07(c) and (v) any Subsidiary other than the
Subsidiary Borrower may liquidate or dissolve if the Borrower determines in good
faith that such liquidation or dissolution is in the best interests of the
Borrower and is not materially disadvantageous to the Lenders; provided that any
such merger involving a Person that is not a Wholly-Owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
6.04.

          (b) The Borrower will not, and will not permit any Subsidiary to,
engage to any material extent in any business other than businesses of the type
conducted by the Borrower and the Subsidiaries on the date of execution of this
Agreement and businesses at least a significant portion of which relates to
businesses incidental, similar or complementary to existing businesses of any
Consolidated Entity or to the design and manufacture of engineered specialty
products for thermal/electrical/insulation and filtration/separation
applications.

     Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions.
The Borrower will not, and will not permit any Subsidiary to, purchase, hold or
acquire (including pursuant to any merger with any Person that was not a
Wholly-Owned Subsidiary prior to such merger) any Capital Stock, evidences of
indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit (or material portion thereof), except:

          (a) Permitted Investments;

          (b) with respect to any Foreign Subsidiary, direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, the government of the country in which such Foreign Subsidiary is
organized or has its principal place of business, in each case maturing within
one year from the date of acquisition thereof, so long as the aggregate amount
of all such obligations for all Foreign Subsidiaries does not exceed $5,000,000
in the aggregate at any time outstanding;

          (c) loans, advances or investments existing on the date hereof by the
Borrower and the Subsidiaries to or in their respective subsidiaries;

          (d) loans or advances made after the Effective Date by the Borrower to
any Wholly-Owned Subsidiary or by any Wholly-Owned Subsidiary to the Borrower or
any other Wholly-Owned Subsidiary; provided that, upon request of the Required
Lenders, such loans or advances shall be evidenced by a promissory note in form
and substance reasonably acceptable to the Required Lenders;


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<PAGE>

          (e) Guarantees constituting Indebtedness permitted by Section 6.01;

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

          (g) Permitted Business Acquisitions by any Consolidated Entity so long
as (i) if the consideration for such Permitted Business Acquisition consists
solely of Capital Stock of the Borrower, (A) the aggregate market value of such
Capital Stock paid by the Borrower and the Subsidiaries in respect of such
Permitted Business Acquisition does not exceed 50% of Consolidated Net Worth
determined as of the end of the most recently ended fiscal quarter and (B) the
Leverage Ratio after giving effect to such Permitted Business Acquisition does
not exceed and is not projected to exceed 2.25 to 1.00, and (ii) in all other
circumstances, unless otherwise approved by the Required Lenders, (A) the
aggregate cash and non-cash consideration (including the concurrent repayment or
assumption of any Indebtedness) paid by the Borrower and the Subsidiaries in
respect of any such Permitted Business Acquisition does not exceed $20,000,000
and (B) the Leverage Ratio after giving effect to such Permitted Business
Acquisition does not exceed and is not projected to exceed 1.75 to 1.00;

          (h) investments by the Borrower or any Subsidiary existing on the date
hereof and set forth in Schedule 6.04;

          (i) investments that do not exceed $500,000 in the aggregate at any
time outstanding made in connection with a sale of assets permitted by Section
6.07 to the extent of the non-cash consideration received by the Borrower or any
Subsidiary; and

          (j) investments in addition to those permitted by (a) through (i) by
the Borrower or any Subsidiary (including investments made to meet minimum
capital requirements of foreign jurisdictions) that do not exceed $4,000,000 in
the aggregate for the Borrower and all Subsidiaries at any time outstanding.

     Section 6.05. Hedging Agreements. The Borrower will not, and will not
permit any Subsidiary to, enter into any Hedging Agreement, other than Hedging
Agreements entered into in the ordinary course of business to hedge or mitigate
risks to which the Borrower or any Subsidiary is exposed in the conduct of its
business or the management of its liabilities.

     Section 6.06. Restricted Payments; Certain Payments of Indebtedness. (a)
The Borrower will not, and will not permit any Subsidiary to, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, except
(i) the Borrower may declare and pay dividends with respect to its Capital Stock
payable solely in additional shares of its Capital Stock, (ii) Subsidiaries may
declare and pay cash dividends to the Borrower or any Wholly-Owned Subsidiary
with respect to its Capital Stock, and (iii) so long as at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing, the Borrower or any Subsidiary may make Restricted Payments in an
aggregate amount not to exceed $5,000,000 for the Borrower and the Subsidiaries
during any fiscal year of the Borrower.

          (b) The Borrower will not, and will not permit any Subsidiary to, make
or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash,


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<PAGE>

securities or other property) of or in respect of principal of or interest on
any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Indebtedness, except payment of Indebtedness created under
the Loan Documents; payment of regularly scheduled interest and principal
payments as and when due in respect of any Indebtedness (subject to any
subordination provisions thereof); prepayment at the consummation of a Permitted
Business Acquisition of Indebtedness assumed in connection with such Permitted
Business Acquisition; and payment of secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such
Indebtedness.

     Section 6.07. Disposition of Assets. Except as otherwise consented to by
the Required Lenders, the Borrower will not, and will not permit any Subsidiary
to, sell, transfer, lease or otherwise dispose of any asset, including any
Capital Stock, except:

          (a) sales of inventory and used or surplus equipment in the ordinary
course of business;

          (b) sales, transfers and dispositions permitted by Section 6.03; and

          (c) sales, transfers and dispositions of assets (other than Capital
Stock of a Subsidiary) that are not permitted by any other clause of this
Section 6.07 so long as the Borrower demonstrates to the Lenders that its
performance on a pro forma basis, after giving effect to such sale, transfer or
disposition, of the covenants contained in Sections 6.12, 6.13 and 6.14 (as of
the last day of the most recently ended fiscal quarter of the Borrower) shall
improve; provided that the aggregate fair market value of all assets sold,
transferred or otherwise disposed of in reliance upon this clause (c) shall not
exceed (i) $6,000,000 in any single transaction (which limit may be waived,
subject to the fulfillment of the other requirements of this clause (c), in the
reasonable discretion of the Required Lenders) or (ii) $15,000,000 in the
aggregate from the Effective Date to the Maturity Date;

provided that all sales, transfers, leases and other dispositions permitted
hereby shall be made for fair value as agreed to in an arm's length transaction.

     Section 6.08. Transactions with Affiliates. The Borrower will not, and will
not permit any Subsidiary to, sell, lease or otherwise transfer any property or
assets to, or purchase, lease or otherwise acquire any property or assets from,
or otherwise engage in any other transactions with, any of its Affiliates,
except (a) transactions in the ordinary course of business and at prices and on
terms and conditions not less favorable to the Borrower or such Subsidiary than
could be obtained on an arm's-length basis from unrelated third parties, (b)
Indebtedness permitted by Sections 6.01(b) and 6.01(c), investments permitted by
Section 6.04 and fundamental changes permitted by Section 6.03 so long as each
such transaction is at a price and on terms and conditions not less favorable to
the Borrower or such Subsidiary than could be obtained on an arm's-length basis
from unrelated third parties, (c) any Restricted Payment permitted by Section
6.06, (d) any merger, consolidation, liquidation, dissolution or corporate
reorganization permitted under Section 6.03, (e) transactions existing on the
date hereof and set forth in Schedule 6.08, and (f) any Affiliate who is an
individual may serve as a director, officer or


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<PAGE>

employee of the Borrower or such Subsidiary and receive compensation for his or
her services in such capacity.

     Section 6.09. Restrictive Agreements. The Borrower will not, and will not
permit any Subsidiary to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement (other than this Agreement) that
prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any
of its property or assets, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to any shares of its Capital Stock or to
make or repay loans or advances to the Borrower or any other Subsidiary or to
Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that
(i) the foregoing shall not apply to restrictions and conditions imposed by law
or by this Agreement, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 6.09 (but shall
apply to any extension or renewal of, or any amendment or modification expanding
the scope of, any such restriction or condition), (iii) the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by Section 6.01(d) if such restrictions or conditions
apply only to the property or assets securing such Indebtedness or the
Subsidiary owning such property or assets.

     Section 6.10. Issuances of Capital Stock by Subsidiaries. The Borrower will
not permit any Subsidiary to issue any additional shares of its Capital Stock or
interest other than (a) to the Borrower or a Wholly-Owned Subsidiary, (b) any
such issuance that does not change the Borrower's direct or indirect percentage
ownership interest in such Subsidiary and (c) any such issuance that is
permitted pursuant to Section 6.03 or 6.04.

     Section 6.11. Subsidiary Borrower. The Borrower will not cease to own,
directly or indirectly, and Control 100% (other than directors' qualifying
shares) of the ordinary voting power of the Subsidiary Borrower.

     Section 6.12. Fixed Charge Coverage Ratio. The Borrower will not permit the
Fixed Charge Coverage Ratio as determined as of the end of each fiscal quarter
of the Borrower to be less than (a) if such fiscal quarter ends on or prior to
December 31, 2003, 2.25 to 1.00; and (b) if such fiscal quarter ends thereafter,
2.50 to 1.00.

     Section 6.13. Leverage Ratio. The Borrower will not permit the Leverage
Ratio as determined as of the end of each fiscal quarter of the Borrower to be
greater than 2.50 to 1.00.

     Section 6.14. Consolidated Net Worth. The Borrower will not permit
Consolidated Net Worth at any time to be less than the sum of (a) $110,000,000
plus (b) the aggregate sum of the Fiscal Quarter Net Worth Increase Amounts
calculated for each fiscal quarter of the Borrower.

     Section 6.15. Consolidated Capital Expenditures. The Borrower will not
permit the aggregate amount of Consolidated Capital Expenditures to exceed
$20,000,000 during the then current fiscal quarter and the prior three fiscal
quarters of the Borrower.

     Section 6.16. Minimum EBITDA. The Borrower will not permit Consolidated
EBITDA as determined as of the end of each fiscal quarter of the Borrower to be
less than $22,000,000.


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                                  ARTICLE VII
                                Events of Default

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

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

          (b) the Borrower or the Subsidiary Borrower shall fail to pay any
interest on any Loan or any fee or any other amount (other than an amount
referred to in clause (a) of this Article) payable under this Agreement, when
and as the same shall become due and payable;

          (c) any representation or warranty made or deemed made by or on behalf
of the Borrower or any Subsidiary in or in connection with this Agreement or any
amendment or modification hereof or waiver hereunder, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with this Agreement or any amendment or modification hereof or waiver
hereunder, shall prove to have been incorrect when made or deemed made or
furnished;

          (d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.03 (with respect to the
Borrower's or the Subsidiary Borrower's existence) or 5.08 or in Article VI;

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

          (f) the Borrower or any Subsidiary shall fail to make any payment
(whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of 30 days after notice
thereof from the Administrative Agent to the Borrower (which notice will be
given at the request of any Lender);

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

          (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower or any Subsidiary or its debts, or of a substantial
part of its assets, under any Federal, state or


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<PAGE>

foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

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

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

          (k) one or more judgments for the payment of money in an aggregate
amount in excess of $3,000,000 in the aggregate shall be rendered against the
Borrower, any Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of the Borrower or any Subsidiary to
enforce any such judgment;

          (l) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in liability of the Borrower
and the Subsidiaries in an aggregate amount exceeding $4,000,000;

          (m) (i) any Security Document shall for any reason cease to create in
favor of the Administrative Agent for its benefit and the ratable benefit of the
Lenders a legal, valid and enforceable perfected first-priority Lien on the
Collateral as security for the obligations of the Loan Parties under the Loan
Documents; or (ii) any Loan Document executed by the Borrower or any Subsidiary
shall at any time after its execution and delivery and for any reason cease to
be in full force and effect or shall be declared null and void, or the validity
or enforceability thereof shall be contested by any party thereto or any party
thereto shall deny in writing it has any further liability or obligation
thereunder or shall fail to perform its obligations thereunder;

          (n) the Required Lenders shall have determined in good faith that a
change that could reasonably be expected to have a Material Adverse Effect has
occurred in the business, assets, operations, or condition (financial or
otherwise) of the enterprise comprised of the Borrower and the Subsidiaries
taken as a whole; or

          (o) a Change in Control shall occur;


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<PAGE>

then, and in every such event (other than an event with respect to the Borrower
or the Subsidiary Borrower described in clause (h) or (i) of this Article), and
at any time thereafter during the continuance of such event, the Administrative
Agent may, with the consent of the Required Lenders, and shall, at the request
of the Required Lenders, by notice to the Borrower and the Subsidiary Borrower,
take any or all of the following actions, at the same or different times: (i)
terminate the Revolving Credit Commitments, and thereupon the Revolving Credit
Commitments shall terminate immediately, (ii) declare the Loans then outstanding
to be due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and payable)
and thereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other obligations of the
Borrower and the Subsidiary Borrower accrued hereunder, shall become due and
payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower and the Subsidiary
Borrower, and (iii) enforce its rights under each Guarantee Agreement and each
Security Document on behalf of the Lenders and the Issuing Bank; and in case of
any event with respect to the Borrower or the Subsidiary Borrower described in
clause (h) or (i) of this Article, the Revolving Credit Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrower and the Subsidiary Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower and the Subsidiary
Borrower.

                                  ARTICLE VIII
                            The Administrative Agent

     Each of the Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

     The bank serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

     The Administrative Agent shall not have any duties or obligations except
those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 10.02), and (c) except as
expressly set forth in the Loan Documents, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates


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<PAGE>

in any capacity. The Administrative Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 10.02) or in the absence of its
own gross negligence or willful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by a Loan Party or a Lender, and
the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent.

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

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

     Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders, the Issuing Bank and the Borrower and the
Administrative Agent may be removed at any time with or without cause by the
Required Lenders; provided that the other Lenders, the Issuing Bank and the
Borrower shall be promptly notified thereof. Upon any such resignation or
removal, the Required Lenders shall have the right, in consultation with the
Borrower so long as no Default has occurred and is continuing, to appoint a
successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation or the Required Lenders'
removal of the Administrative Agent, then the retiring Administrative Agent may,
on behalf of the Lenders and the Issuing Bank, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such


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successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 10.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.

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

     Subject to the foregoing provisions of this Article VIII, the
Administrative Agent shall, on behalf of the Lenders, (i) execute each Loan
Document on behalf of the Lenders, (ii) hold and apply the Collateral, and the
proceeds thereof, at any time received by it in accordance with the provisions
of the Loan Documents, (iii) exercise any and all rights, powers and remedies of
the Lenders under the Loan Documents, including the giving of any consent or
waiver or the entering into of any amendment, subject to the provisions of
Section 10.02, (iv) execute, deliver and file financing statements, assignments
and other such agreements, and possess instruments on behalf of the Lenders and
(v) in the event of acceleration of the obligations of the Borrower and the
Subsidiary Borrower hereunder, exercise the rights of the Lenders under the Loan
Documents upon and at the direction of the Required Lenders.

     Each party hereto agrees and acknowledges that the Documentation Agent, the
arranger and the book manager do not have any duties or responsibilities in
their capacities as Documentation Agent, arranger and book manager,
respectively, hereunder and shall not have, or become subject to, any liability
hereunder in such capacities.

                                   ARTICLE IX
                                    Guarantee

     In order to induce the Lenders to extend credit hereunder, the Borrower
hereby absolutely, irrevocably and unconditionally guarantees, as a primary
obligor and not merely as a surety, the timely payment of any and all of the
Obligations. The Borrower further agrees that the due and punctual payment of
the Obligations may be extended or renewed, in whole or in part, without notice
to or further assent from it, and that it will remain bound upon its Guarantee
hereunder notwithstanding any such extension or renewal of any Obligation.

     The Borrower waives presentment to, demand of payment from and protest to
the Subsidiary Borrower of any of the Obligations, and also waives notice of
acceptance of its obligations and notice of protest for nonpayment. The
obligations of the Borrower hereunder


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<PAGE>

shall not be affected by (a) the failure of any Lender or the Administrative
Agent to assert any claim or demand or to enforce or exercise any right or
remedy against any Loan Party under the provisions of this Agreement, of any
other Loan Document or otherwise or (b) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Agreement, any other Loan
Document or any other agreement or the release or other impairment of any
Collateral or the release of the Subsidiary Borrower. The Borrower shall be
obligated to keep informed of the financial condition of the Subsidiary
Borrower; provided that the failure of the Borrower to keep so informed shall
not affect its obligations hereunder.

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

     The Administrative Agent and any Lender may at any time and from time to
time without the consent of, or notice to, the Borrower, without incurring
responsibility to the Borrower, without impairing or releasing the obligations
of the Borrower hereunder or under any security provided by the Borrower for
performance of its obligations hereunder, upon or without any terms or
conditions and in whole or in part: (a) subject to Section 10.02(b), change the
manner, place or terms of payment (including the currency thereof) of and/or
change or extend the time of payment of, renew or alter any of the Obligations,
any security therefor, or any liability incurred directly or indirectly in
respect thereof, and the guarantee herein made shall apply to the Obligations as
so changed, extended, renewed or altered; (b) sell, exchange, release,
surrender, realize upon or otherwise deal with in any manner and in any order
any property by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, the Obligations or any liabilities (including any of those
hereunder) incurred directly or indirectly in respect thereof or hereof, and/or
any offset thereagainst; (c) fail to assert any claims or demand or exercise or
refrain from exercising any rights or remedies against or release the Subsidiary
Borrower or others or otherwise act or refrain from acting; (d) subject to
Section 10.02(b), settle or compromise any of the Obligations, any security
therefor or any liability (including any of those hereunder) incurred directly
or indirectly in respect thereof or hereof, and subordinate the payment of all
or any part thereof to the payment of any liability (whether due or not) of the
Subsidiary Borrower; (e) apply any sum by whomsoever paid or howsoever realized
to any liability or liabilities of the Subsidiary Borrower or any other
guarantor of any Obligations to the Lenders regardless of what liability or
liabilities of the Subsidiary Borrower remain unpaid; and/or (f) consent to or
waive any breach of, or any act, omission or default under, this Agreement or
any other Loan Documents or otherwise amend, modify or supplement this
Agreement, any other Loan Documents or any of such other instruments or
agreements.

     The obligations of the Borrower under this Article IX shall not be subject
to any reduction, limitation, impairment or termination for any reason, and
shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever, by reason of the invalidity, illegality or
unenforceability of any of the Obligations, any impossibility in the performance
of the Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of the Borrower under this Article IX shall not be
discharged or impaired or otherwise affected by the failure of the
Administrative Agent or any Lender to assert any claim


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<PAGE>

or demand or to enforce any remedy under this Agreement or any other agreement,
by any waiver or modification in respect of any thereof, by any default, failure
or delay, willful or otherwise, in the performance of the Obligations, or by any
other act or omission which may or might in any manner or to any extent vary the
risk of the Borrower or otherwise operate as a discharge of the Borrower or any
other Loan Party as a matter of law or equity.

     The Borrower further agrees that its obligations under this Article IX
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any Obligation is rescinded or must
otherwise be restored by the Administrative Agent or any Lender upon the
bankruptcy or reorganization of any Loan Party or otherwise.

     In furtherance of the foregoing and not in limitation of any other right
which the Administrative Agent or any Lender may have at law or in equity
against the Borrower by virtue of this Article IX, upon the failure of the
Subsidiary Borrower to pay any Obligation when and as the same shall become due,
whether at maturity, by acceleration, after notice of prepayment or otherwise,
the Borrower hereby promises to and will, upon receipt of written demand by the
Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of
such unpaid Obligation. The Borrower further agrees that if payment in respect
of any Obligation shall be due in a currency other than dollars and/or at a
place of payment other than New York and if, by reason of any Change in Law,
disruption of currency or foreign exchange markets, war or civil disturbance or
similar event, payment of such Obligation in such currency or at such place of
payment shall be impossible or, in the reasonable judgment of any applicable
Lender, not consistent with the protection of its rights or interests, then, at
the election of any applicable Lender, the Borrower shall make payment of such
Obligation in dollars (based upon the applicable Exchange Rate in effect on the
date of payment) and/or in New York, and shall indemnify such Lender against any
losses or expenses that it shall sustain as a result of such alternative
payment.

     Upon payment by the Borrower of any sums as provided above, all rights of
the Borrower against the Subsidiary Borrower arising as a result thereof by way
of right of subrogation, contribution, indemnity or otherwise shall in all
respects by subordinated and junior in right of payment to the prior
indefeasible payment in full in cash of all the Obligations owed by the
Subsidiary Borrower to the Lenders and the Borrower shall not exercise any such
rights until such payment in full and the Revolving Credit Commitments are
terminated.

     The Guarantee of the Borrower under this Article IX is a continuing
guarantee and all liabilities to which it applies or may apply under the terms
hereof shall be conclusively presumed to have been created in reliance hereon.

                                   ARTICLE X
                                  Miscellaneous

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


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          (a) if to the Borrower, to it at Lydall, Inc., One Colonial Road,
Manchester, Connecticut 06045, Attention of David Jacoboski (Telecopy No. (860)
646-4917), with a copy to Mary A. Tremblay;

          (b) if to the Subsidiary Borrower, to it at Lydall Deutschland Holding
GmbH, c/o Lydall, Inc., One Colonial Road, Manchester, Connecticut 06045,
Attention of Christopher R. Skomorowski (Telecopy No. (860) 646-4917) with a
copy to Walter A. Ruschmeyer and Mary A. Tremblay;

          (c) if to the Administrative Agent, to it at JPMorgan Chase Bank, Loan
and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New
York 10081, Attention of Jesus Sang (Telecopy No. (212) 552-5662) with a copy to
JPMorgan Chase Bank, 234 Church Street, New Haven, Connecticut 06510, Attention
of John A. Francis (Telecopy No. (203) 784-3838) and, in the case of notices
with respect to any Loan denominated in an Alternative Currency, to JPMorgan
Chase Bank, 9 Thomas Moore Street, London, E19YT, London, United Kingdom,
Attention of Steve Clarke (Telecopy No. 44-171-777-2360);

          (d) if to the Issuing Bank or to the Swingline Lender (if JPMorgan
Chase Bank), to it at JPMorgan Chase Bank, Loan and Agency Services Group, One
Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Jesus
Sang (Telecopy No. (212) 552-5662) with a copy to JPMorgan Chase Bank, 234
Church Street, New Haven, Connecticut 06510, Attention of John A. Francis
(Telecopy No. (203) 784-3838);

          (e) if to the Swingline Lender (if Fleet National Bank), to it at
Fleet National Bank, One Federal Street, Boston, Massachusetts 02110, Attention
of Nicole Lovejoy, MAFDO7K (Telecopy No. (617) 346-0595); and

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

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

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


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<PAGE>

Administrative Agent, any Lender or the Issuing Bank may have had notice or
knowledge of such Default at the time.

          (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Borrower and the
Subsidiaries that are parties thereto and the Required Lenders or by the
Borrower and the Subsidiaries that are parties thereto and the Administrative
Agent with the consent of the Required Lenders; provided that no such agreement
shall (i) increase any Revolving Credit Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
obligation to reimburse any LC Disbursement or reduce the rate of interest on
any Loan or LC Disbursement, or reduce any fees payable hereunder, without the
written consent of each Lender affected thereby, (iii) postpone the date fixed
for the payment or prepayment of the principal amount of any Loan or the
reimbursement of any LC Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Revolving Credit Commitment, or
amend or waive the application of Section 2.19(b), or postpone or extend the
expiration date of any Letter of Credit to a date after the date specified in
Section 2.05(c)(ii), without the written consent of each Lender affected
thereby, (iv) release the Borrower from its Guarantee under Article IX, or limit
its liability in respect of such Guarantee, without the written consent of each
Lender, (v) release any Subsidiary from its Guarantee under a Guarantee
Agreement or limit its liability in respect of such Guarantee or such Guarantee
Agreement or its obligation to enter into and provide a Guarantee pursuant to a
Guarantee Agreement, without the written consent of each Lender, (vi) release
all or any part of the Collateral or permit the creation of any Lien on the
Collateral, without the written consent of each Lender, (vii) change Section
2.18(b), (c) or (d) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (viii)
change any of the provisions of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender, (ix) modify or amend Section 2.17, without the written consent of
each Lender, (x) consent to the assignment or transfer by any Loan Party of its
rights or obligations hereunder or under any other Loan Document, without the
written consent of each Lender, or (xi) waive any of the conditions precedent
set forth in Article IV, without the written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, the Issuing Bank or the Swingline
Lender hereunder without the prior written consent of the Administrative Agent,
the Issuing Bank or the Swingline Lender, as the case may be.

     Section 10.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
(including, insofar as it is responsible for such expenses, the Subsidiary
Borrower) shall pay (i) all reasonable, documented out-of-pocket expenses
incurred by the Administrative Agent, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent, in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of the Loan Documents or any amendments, modifications or waivers
of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), and (ii) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or
any Lender, including the fees, charges and


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<PAGE>

disbursements of any counsel for the Administrative Agent, the Issuing Bank or
any Lender, in connection with the enforcement or protection of its rights with
respect to any Loan Party in connection with the Loan Documents, including its
rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.

          (b) The Borrower (including, insofar as it is responsible for such
expenses, the Subsidiary Borrower) shall indemnify the Administrative Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from any third party claims resulting in, any and all
losses, claims, damages, liabilities and related expenses (without duplication),
including the reasonable fees, charges and disbursements of one counsel for all
Indemnitees, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of any Loan
Document or any agreement or instrument contemplated hereby, the performance by
the parties to the Loan Documents of their respective obligations thereunder or
the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

          (c) To the extent that the Borrower or the Subsidiary Borrower fails
to pay any amount required to be paid by it to the Administrative Agent, the
Issuing Bank or a Swingline Lender under paragraph (a) or (b) of this Section,
each Lender severally agrees to pay to the Administrative Agent, the Issuing
Bank or such Swingline Lender, as the case may be, such Lender's Applicable RC
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or such Swingline Lender in its capacity
as such. To the extent that the Administrative Agent, the Issuing Bank or a
Swingline Lender subsequently receives reimbursement of such unpaid amount from
the Borrower, the Administrative Agent, the Issuing Bank or such Swingline
Lender will distribute the amount of such reimbursement to the Lenders who paid
the Administrative Agent, the Issuing Bank or such Swingline Lender.

          (d) To the extent permitted by applicable law and except in the case
of willful misconduct by such Indemnitee (as determined by a court of competent
jurisdiction by a final and nonappealable judgment), neither the Borrower nor
the Subsidiary Borrower shall assert, and each of the Borrower and the
Subsidiary Borrower hereby waives, any claim against any


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Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any other Loan Document or
any agreement or instrument contemplated hereby or thereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.

          (e) All amounts due under this Section 10.03 shall be payable promptly
after written demand therefor (subject to reimbursement, together with interest
thereon from the date of payment, if there is a determination that such
Indemnitee was not entitled in whole or in part to such amount).

     Section 10.04. Successors and Assigns. (a) The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), except that neither the
Borrower nor the Subsidiary Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower or the Subsidiary
Borrower without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Bank and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

          (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Revolving Credit Commitment and the Loans at the time owing to it); provided
that (i) each of the Borrower and the Administrative Agent (and, in the case of
an assignment of all or a portion of a Revolving Credit Commitment or any
Lender's obligations in respect of its LC Exposure or Swingline Exposure, the
Issuing Bank and the Swingline Lenders) must give their prior written consent to
such assignment (which consent, in each case, shall not be unreasonably
withheld), except in the case of an assignment to a Lender or an Affiliate of a
Lender, (ii) except in the case of an assignment to a Lender or an Affiliate of
a Lender or an assignment of the entire remaining amount of the assigning
Lender's Revolving Credit Commitment, the amount of the Revolving Credit
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $10,000,000 unless
each of the Borrower and the Administrative Agent otherwise consent, (iii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement, (iv) the
Lender and assignee to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $2,500, and (v) the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of the Borrower otherwise
required under this paragraph shall not be required if an Event of Default under
clause (h) or (i) of Article VII has occurred and is continuing. Subject to
acceptance and recording thereof pursuant to paragraph (d) of this Section, from
and after the effective date specified in each Assignment and Acceptance the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to


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the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17,
10.03 and 10.14). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

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

          (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section 10.04 and any written consent to such assignment required by
paragraph (b) of this Section 10.04, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

          (e) Any Lender may, without the consent of the Borrower or the
Subsidiary Borrower (subject to paragraph (f) of this Section), the
Administrative Agent, the Issuing Bank or the Swingline Lenders, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Revolving Credit Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower, the Subsidiary Borrower, the Administrative Agent, the Issuing Bank
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in the first proviso to
Section 10.02(b) that affects such Participant. Subject to paragraph (f) of this
Section, the Borrower and the Subsidiary Borrower agree that each Participant
shall be entitled to the benefits of Sections 2.15, 2.16 and


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2.17 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section 10.04. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 10.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.17(c) as though it were a Lender.

          (f) A Participant shall not be entitled to receive any greater payment
under Section 2.15, 2.16 or 2.17 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.17 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower and the Subsidiary Borrower,
to comply with Sections 2.17(e) and (f) as though it were a Lender.

          (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section 10.04 shall not apply to any such pledge
or assignment of a security interest (provided that, other than in connection
with a pledge to a Federal Reserve Bank, this Section 10.04 shall apply to any
transferee (including the pledgee or assignee) upon the exercise of rights under
such pledge or assignment); provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

          (h) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC") of such Granting Lender, identified as such in writing from time to time
by such Granting Lender to the Administrative Agent, the Borrower and the
Subsidiary Borrower, the option to provide to the Borrower or the Subsidiary
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower or the Subsidiary Borrower pursuant to
Section 2.01, provided that (i) nothing herein shall constitute a commitment to
make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, such Granting Lender
shall be obligated to make such Loan pursuant to the terms hereof and (iii) all
credit decisions (including without limitation any decisions with respect to
amendments and waivers) will continue to be made by such Granting Lender. The
making of a Loan by an SPC hereunder shall utilize the Revolving Credit
Commitment of the applicable Granting Lender to the same extent, and as if, such
Loan were made by such Granting Lender. Each party hereto hereby agrees that no
SPC shall be liable for any payment under this Agreement for which a Lender
would otherwise be liable, for so long as, and to the extent, the related
Granting Lender makes such payment. In furtherance of the foregoing, each party
hereto hereby agrees that, prior to the date that is one year and one day after
the payment in full of all outstanding 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 or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this Section, any SPC may (i) with notice to, but without the prior written
consent of, the Borrower, the Subsidiary Borrower or the Administrative Agent
and without paying any processing fee therefor, assign all or a portion of its
interests in any Loans to its Granting Lender in connection with liquidity


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and/or credit facilities to or for the account of such SPC to fund such Loans
and (ii) subject to the provisions of Section 10.12, disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of a surety, guarantee or credit or
liquidity enhancement to such SPC.

     Section 10.05. Survival. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Revolving Credit Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17, 10.03, and 10.14 and Article VIII and
the seventh paragraph of Article IX shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Letters of
Credit and the Revolving Credit Commitments or the termination of this Agreement
or any provision hereof.

     Section 10.06. Counterparts; Integration; Effectiveness. This Agreement may
be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. The Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter thereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof and thereof. Except as
provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

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

     Section 10.08. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, at any time held and other obligations
at any time owing by such Lender or Affiliate, in any currency, to or for the
credit or the account of the Borrower or the Subsidiary Borrower against any of
and all the obligations of


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<PAGE>

the Borrower or the Subsidiary Borrower, in any currency, now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured or denominated in a different currency. The
amount of any setoff involving obligations denominated in different currencies
shall be determined by the Administrative Agent utilizing the Exchange Rate in
effect on the date of such setoff. The rights of each Lender under this Section
10.08 are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

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

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

          (c) Each of the Borrower and the Subsidiary Borrower hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement in any court referred to in paragraph (b) of this Section 10.09.
Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.01. The Subsidiary
Borrower hereby appoints the Borrower as its agent to receive on its behalf
service of proceedings arising out of or relating to this Agreement or any other
Loan Document in any court, such service being hereby acknowledged by the
Subsidiary Borrower to be effective and binding service in every respect.
Nothing in this Agreement will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

          (e) To the extent that the Subsidiary Borrower has or hereafter
acquires any immunity from suit, execution, attachment or other legal process
under German law, the Subsidiary Borrower hereby waives such immunity in respect
of its obligations under the Loan Documents.


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

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

     Section 10.12. Confidentiality. Each of the Administrative Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies under any Loan Document or any
suit, action or proceeding relating to this Agreement or any other Loan Document
or the enforcement of rights hereunder or thereunder or to which the
Administrative Agent, the Issuing Bank or such Lender is a party, (f) subject to
an agreement containing provisions substantially the same as those of this
Section 10.12, to any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement, (g)
with the consent of the Borrower or (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section
10.12 or (ii) becomes available to the Administrative Agent, the Issuing Bank or
any Lender on a nonconfidential basis from a source other than a Loan Party. For
the purposes of this Section 10.12, "Information" means all information received
from a Loan Party relating to a Loan Party or its business, other than any such
information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by a Loan Party. Any
Person required to maintain the confidentiality of Information as provided in
this Section 10.12 shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

     Section 10.13. Interest Rate Limitation. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively the "Charges"), shall exceed the maximum
lawful rate (the "Maximum Rate") which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in


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accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon to the date of repayment, shall have been
received by such Lender.

     Section 10.14. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which such
judgment is given.

          (b) The obligations of the Borrower and the Subsidiary Borrower in
respect of any sum due to any party hereto or any holder of the obligations
owing hereunder (the "Applicable Creditor") shall, notwithstanding any judgment
in a currency (the "Judgment Currency") other than the currency in which such
sum is stated to be due hereunder (the "Agreement Currency"), be discharged only
to the extent that, on the Business Day following receipt by the Applicable
Creditor of any sum adjudged to be so due in the Judgment Currency, the
Applicable Creditor may in accordance with normal banking procedures in the
relevant jurisdiction purchase the Agreement Currency with the Judgment
Currency; if the amount of the Agreement Currency so purchased is less than the
sum originally due to the Applicable Creditor in the Agreement Currency, the
Borrower or the Subsidiary Borrower, as applicable, agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Applicable
Creditor against such loss. The obligations of the Borrower and the Subsidiary
Borrower contained in this Section 10.14 shall survive the termination of this
Agreement and the payment of all other amounts owing hereunder.

     Section 10.15. Reaffirmation. The Borrower acknowledges that the Liens
granted to the Administrative Agent under the Security Documents in the
Collateral secure all obligations of the Borrower under this Agreement and the
other Loan Documents, including, without limitation, all liabilities and
obligations in respect of the Loans as herein modified and the Letters of
Credit. All references to "Obligations", "Secured Rights", or "Secured
Obligations" in any other Loan Document shall be deemed to include, without
limitation, all liabilities and obligations in respect of the Loans as herein
modified and all Letters of Credit. All references to "Credit Agreement" in any
other Loan Document shall be to this Agreement, as amended or supplemented from
time to time. Each of the Borrower and the Subsidiary Borrower further
acknowledges and reaffirms all of its other respective obligations and duties
under the Loan Documents to which it is a party.

     Section 10.16. Consent to French Reorganization. Each of the Lenders hereby
consents to the proposed reorganization of Axohm Industries, S.A. and Sopatex,
S.A. and, upon such reorganization, the release of the pledge of the Capital
Stock of Sopatex, S.A., so long as simultaneously upon completion of such
reorganization (a) 65% of the voting Capital Stock of the resulting entity,
Lydall Filtration/Separation, S.A.S., is pledged to the Administrative Agent for
the ratable benefit of the Lenders and (b) the Borrower shall have delivered all
documents


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and taken all actions as reasonably requested by the Administrative Agent to
ensure a perfected first-priority Lien on such Capital Stock.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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

                                   LYDALL, INC., a Delaware corporation


                                   By /s/ Christopher R. Skomorowski
                                      -----------------------------------------
                                      Name: Christopher R. Skomorowski
                                      Title: President and CEO


                                   LYDALL DEUTSCHLAND HOLDING GMBH a German
                                   limited liability company


                                   By  /s/ Mary A. Tremblay
                                      -----------------------------------------
                                      Name: Mary A. Tremblay
                                      Title: Managing Director


                                   JPMORGAN CHASE BANK, individually and as
                                   Administrative Agent


                                   By  /s/ John A. Francis
                                      -----------------------------------------
                                      Name: John A. Francis
                                      Title: Vice President


                                   FLEET NATIONAL BANK, individually and as
                                   Documentation Agent


                                   By  /s/ Irene Bertozzi-Bartenstein
                                      -----------------------------------------
                                      Name: Irene Bertozzi-Bartenstein
                                      Title: Vice President


                                   THE BANK OF NEW YORK


                                   By  /s/ Scott Bognar
                                      -----------------------------------------
                                      Name: Scott Bognar
                                      Title: Vice President





                      [SIGNATURE PAGE TO CREDIT AGREEMENT]


<PAGE>

                                   WEBSTER BANK


                                   By  /s/ Paul F. Larsen
                                      -----------------------------------------
                                      Name: Paul F. Larsen
                                      Title: VP


                                   BROWN BROTHERS HARRIMAN & CO.


                                   By  /s/ William J. Whelan, Jr.
                                      -----------------------------------------
                                      Name: William J. Whelan, Jr.
                                      Title: Partner





                      [SIGNATURE PAGE TO CREDIT AGREEMENT]


</TEXT>
</DOCUMENT>
