THOMAS & BETTS CORP
EX-10.3 CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>d06654exv10w3.txt
<DESCRIPTION>EX-10.3 CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                                                               EXECUTION VERSION

                                  $175,000,000

                                CREDIT AGREEMENT

                                      among

                    THOMAS & BETTS CORPORATION, as Borrower,

          The Subsidiaries of the Borrower party hereto as Guarantors,

               The financial institutions party hereto as Lenders,

              WACHOVIA BANK, NATIONAL ASSOCIATION, as Issuing Bank,

                     WACHOVIA SECURITIES, INC., as Arranger,

                                       and

          WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent

                                  June 25, 2003

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                   <C>
ARTICLE 1.     DEFINITIONS, ACCOUNTING PRINCIPLES AND OTHER
               INTERPRETIVE MATTERS.........................................................            1

    Section 1.1     Definitions.............................................................            1

    Section 1.2     Accounting Principles...................................................           39

    Section 1.3     Other Interpretive Matters..............................................           39

ARTICLE 2.     THE LOANS AND THE LETTERS OF CREDIT..........................................           40

    Section 2.1     Extension of Credit.....................................................           40

    Section 2.2     Manner of Borrowing and Disbursement of Loans...........................           41

    Section 2.3     Interest................................................................           47

    Section 2.4     Fees....................................................................           48

    Section 2.5     Prepayment/Reduction of Commitment......................................           49

    Section 2.6     Repayment...............................................................           50

    Section 2.7     Revolving Loan Notes; Loan Accounts.....................................           51

    Section 2.8     Manner of Payment.......................................................           51

    Section 2.9     Reimbursement...........................................................           53

    Section 2.10    Pro Rata Treatment......................................................           54

    Section 2.11    Application of Payments.................................................           54

    Section 2.12    Use of Proceeds.........................................................           55

    Section 2.13    All Obligations to Constitute One Obligation............................           55

    Section 2.14    Maximum Rate of Interest................................................           56

    Section 2.15    Letters of Credit.......................................................           56

    Section 2.16    Bank Products...........................................................           62

ARTICLE 3.     GUARANTY.....................................................................           62

    Section 3.1     Guaranty................................................................           62

ARTICLE 4.     CONDITIONS PRECEDENT.........................................................           67

    Section 4.1     Conditions Precedent to Closing.........................................           67

    Section 4.2     Conditions Precedent to Each Advance....................................           70

    Section 4.3     Conditions Precedent to Each Letter of Credit...........................           71
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                    <C>
ARTICLE 5.     REPRESENTATIONS AND WARRANTIES...............................................           71

    Section 5.1     General Representations and Warranties..................................           71

    Section 5.2     Representations and Warranties Relating to Accounts.....................           79

    Section 5.3     Representations and Warranties Relating to Inventory....................           79

    Section 5.4     Representations and Warranties Relating to Equipment....................           79

    Section 5.5     Survival of Representations and Warranties, etc.........................           79

ARTICLE 6.     GENERAL COVENANTS............................................................           79

    Section 6.1     Preservation of Existence and Similar Matters...........................           80

    Section 6.2     Compliance with Applicable Law..........................................           80

    Section 6.3     Maintenance of Properties...............................................           80

    Section 6.4     Accounting Methods and Financial Records................................           80

    Section 6.5     Insurance...............................................................           80

    Section 6.6     Payment of Taxes and Claims.............................................           81

    Section 6.7     Visits and Inspections..................................................           81

    Section 6.8     Conduct of Business.....................................................           81

    Section 6.9     ERISA...................................................................           81

    Section 6.10    Lien Perfection.........................................................           82

    Section 6.11    Location of Collateral..................................................           82

    Section 6.12    Protection of Collateral................................................           82

    Section 6.13    Records of Collateral...................................................           83

    Section 6.14    Administration of Accounts..............................................           83

    Section 6.15    The Blocked Account.....................................................           84

    Section 6.16    Further Assurances......................................................           86

    Section 6.17    Broker's Claims.........................................................           86

    Section 6.18    Indemnity...............................................................           86

    Section 6.19    Environmental Matters...................................................           87

    Section 6.20    Formation of Subsidiaries...............................................           87

    Section 6.21    Real Property Collateral................................................           87

    Section 6.22    Post-Closing Covenants..................................................           88

ARTICLE 7.     INFORMATION COVENANTS........................................................           89

    Section 7.1     Quarterly Financial Statements and Information..........................           89
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                   <C>
    Section 7.2     Annual Financial Statements and Information; Certificate of No Default..           89

    Section 7.3     Compliance Certificates.................................................           90

    Section 7.4     Access to Accountants...................................................           90

    Section 7.5     Additional Reports......................................................           90

    Section 7.6     Notice of Litigation and Other Matters..................................           92

ARTICLE 8.     NEGATIVE COVENANTS...........................................................           94

    Section 8.1     Indebtedness............................................................           94

    Section 8.2     Guaranties..............................................................           95

    Section 8.3     Liens...................................................................           95

    Section 8.4     Restricted Payments and Purchases.......................................           95

    Section 8.5     Investments.............................................................           96

    Section 8.6     Affiliate Transactions..................................................           97

    Section 8.7     Liquidation; Change in Ownership, Name, or Year;
                    Disposition or Acquisition of Assets; Etc...............................           97

    Section 8.8     Financial Covenants.....................................................           98

    Section 8.9     Limitation on Leases....................................................           99

    Section 8.10    Sales and Leasebacks....................................................           99

    Section 8.11    Amendment and Waiver....................................................           99

    Section 8.12    ERISA Liability.........................................................          100

    Section 8.13    Prepayments.............................................................          100

    Section 8.14    Negative Pledge.........................................................          100

ARTICLE 9.     DEFAULT......................................................................          100

    Section 9.1     Events of Default.......................................................          100

    Section 9.2     Remedies................................................................          103

ARTICLE 10.    THE ADMINISTRATIVE AGENT.....................................................          105

    Section 10.1    Appointment and Authorization...........................................          105

    Section 10.2    Interest Holders........................................................          105

    Section 10.3    Consultation with Counsel...............................................          106

    Section 10.4    Documents...............................................................          106

    Section 10.5    Administrative Agent and Affiliates.....................................          106
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                                                                                                   <C>
    Section 10.6    Responsibility of the Administrative Agent..............................          106

    Section 10.7    Action by Administrative Agent..........................................          106

    Section 10.8    Notice of Default or Event of Default...................................          107

    Section 10.9    Responsibility Disclaimed...............................................          107

    Section 10.10   Indemnification.........................................................          108

    Section 10.11   Credit Decision.........................................................          108

    Section 10.12   Successor Administrative Agent..........................................          108

    Section 10.13   Administrative Agent May File Proofs of Claim...........................          109

    Section 10.14   Collateral..............................................................          109

    Section 10.15   Release of Collateral...................................................          110

    Section 10.16   Additional Agents.......................................................          110

    Section 10.17   Swap Reporting..........................................................          110

ARTICLE 11.    MISCELLANEOUS................................................................          111

    Section 11.1    Notices.................................................................          111

    Section 11.2    Expenses................................................................          112

    Section 11.3    Waivers.................................................................          113

    Section 11.4    Set-Off.................................................................          114

    Section 11.5    Assignment..............................................................          114

    Section 11.6    Counterparts............................................................          117

    Section 11.7    Governing Law...........................................................          117

    Section 11.8    Severability............................................................          117

    Section 11.9    Headings................................................................          117

    Section 11.10   Source of Funds.........................................................          117

    Section 11.11   Entire Agreement........................................................          117

    Section 11.12   Amendments and Waivers..................................................          118

    Section 11.13   Other Relationships.....................................................          119

    Section 11.14   Pronouns................................................................          119

    Section 11.15   Disclosure..............................................................          119

    Section 11.16   Replacement of Lender...................................................          119

    Section 11.17   Confidentiality.........................................................          120

    Section 11.18   Revival and Reinstatement of Obligations................................          121
</TABLE>

                                      -iv-

<PAGE>

<TABLE>
<S>                                                                                                   <C>
ARTICLE 12.    YIELD PROTECTION.............................................................          121

    Section 12.1    Eurodollar Rate Basis Determination.....................................          121

    Section 12.2    Illegality..............................................................          122

    Section 12.3    Increased Costs.........................................................          122

    Section 12.4    Effect On Other Advances................................................          124

    Section 12.5    Capital Adequacy........................................................          124

ARTICLE 13.    JURISDICTION, VENUE AND WAIVER OF JURY TRIAL.................................          125

    Section 13.1    Jurisdiction and Service of Process.....................................          125

    Section 13.2    Consent to Venue........................................................          126

    Section 13.3    Waiver of Jury Trial....................................................          126
</TABLE>

                                      -v-

<PAGE>

EXHIBITS:

<TABLE>
<S>               <C>
Exhibit A         Form of Administrative Questionnaire
Exhibit B         Form of Airplane Security Agreement
Exhibit C         Form of Assignment and Acceptance
Exhibit D         Form of Blocked Account Agreement
Exhibit E         Form of Borrowing Base Certificate
Exhibit F         Form of Canadian Pledge Agreement
Exhibit G-1       Form of Collateral Access Agreement (Landlord)
Exhibit G-2       Form of Collateral Access Agreement (Bailee)
Exhibit H         Form of Compliance Certificate
Exhibit I         Form of Current Asset Note
Exhibit J         Form of European Pledge Agreement
Exhibit K         Form of Fixed Asset Note
Exhibit L         Form of Fixed Asset Security Agreement
Exhibit M         Form of Guarantee Supplement
Exhibit N         Form of Notice of Conversion/Continuation
Exhibit O         Form of Request for Advance
Exhibit P         Form of Request for Issuance of Letter of Credit
Exhibit Q         Form of Security Agreement
Exhibit R         Form of Loan Certificate
</TABLE>

SCHEDULES:

<TABLE>
<S>                   <C>
Schedule 1            Eligible Equipment
Schedule 2            Existing Hedge Agreements
Schedule 3            Existing Letters of Credit
Schedule 4            Commitments
Schedule 5            Permitted Liens
Schedule 6            VRDB Obligations
Schedule 5.1(c)-1     Subsidiaries
Schedule 5.1(c)-2     Partnerships and Joint Ventures
Schedule 5.1(c)-3     Affiliates
Schedule 5.1(d)       Capital Stock
Schedule 5.1(i)       Labor and Employment
Schedule 5.1(j)       Taxes
Schedule 5.1(o)       Employee Benefits
Schedule 5.1(x)       Leased Real Property
Schedule 5.1(y)       Environmental Matters
Schedule 6.11(a)      Domestic Collateral Locations
Schedule 6.11(b)      Mexican Locations
Schedule 6.15         Cash Management
Schedule 8.6          Affiliate Transactions
</TABLE>

<PAGE>

                                  $175,000,000

                                CREDIT AGREEMENT

                                      among

                    THOMAS & BETTS CORPORATION, as Borrower,

          The Subsidiaries of the Borrower party hereto as Guarantors,

               The financial institutions party hereto as Lenders,

              WACHOVIA BANK, NATIONAL ASSOCIATION, as Issuing Bank,

                     WACHOVIA SECURITIES, INC., as Arranger

                                       and

          WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent

                            dated as of June 25, 2003

         The parties to this Agreement hereby agree as follows, as of this 25th
day of June, 2003:

                                   ARTICLE 1.

                     DEFINITIONS, ACCOUNTING PRINCIPLES AND
                           OTHER INTERPRETIVE MATTERS

         Section 1.1 Definitions. For the purposes of this Agreement:

         "Acceptable Additional Equipment" shall mean Equipment acquired by a
Borrower Party after the Agreement Date (other than any Acceptable Replacement
Equipment) which the Administrative Agent, in its Permitted Discretion, shall
agree to include in the Fixed Asset Borrowing Base; provided that the Borrower
shall have provided to the Administrative Agent an appraisal with respect to any
such Equipment, the results of which shall be reasonably acceptable to the
Administrative Agent and which shall be conducted by a certified appraiser
reasonably acceptable to the Administrative Agent.

         "Acceptable Replacement Equipment" shall mean Equipment purchased by a
Borrower Party within one hundred eighty (180) days following the sale or other
disposition of any Eligible Equipment using Net Cash Proceeds received by such
Borrower Party in connection therewith, which Equipment shall be acceptable to
the Administrative Agent in its Permitted Discretion; provided that the Borrower
shall have provided to the Administrative Agent evidence of the OLV (net of
liquidation expenses) with respect to such Equipment which shall be reasonably
acceptable to the Administrative Agent.

<PAGE>

         "Account Debtor" shall mean any Person who is obligated to make
payments in respect of an Account.

         "Accounts" shall mean all accounts, contract rights, chattel paper,
instruments, drafts, acceptances and documents of the Borrower arising from the
sale of goods or the provision of services by the Borrower in the ordinary
course of its business, whether secured or unsecured, and whether now existing
or hereafter created or arising.

         "ACH Transactions" shall mean any cash management or related services
including the automatic clearinghouse transfer of funds by the Administrative
Agent (or any Affiliate of the Administrative Agent) for the account of any
Borrower Party pursuant to agreement or overdrafts.

         "Acquisition" shall mean, with respect to any Person, any transaction
or series of related transactions for the direct or indirect (whether by
purchase, lease, exchange, issuance of Equity Interests, merger, reorganization
or any other method) (a) acquisition by such Person of any other Person, which
Person shall then become consolidated with the acquiring Person in accordance
with GAAP, (b) acquisition of all or any substantial part of the assets,
property or business of any other Person, or (c) acquisition of any assets that
constitute a division or operating unit of the business of any other Person.

         "Administrative Agent" shall mean Wachovia Bank, National Association,
acting as administrative agent for the Lender Group, and any successor
Administrative Agent appointed pursuant to Section 10.12.

         "Administrative Agent's Office" shall mean the office of the
Administrative Agent located at 191 Peachtree Street, N.E., Atlanta, Georgia
30303-1757, Attention: Asset Based Lending Group, Mail Code GA8056, or such
other office as may be designated pursuant to the provisions of Section 11.1.

         "Administrative Questionnaire" shall mean a questionnaire substantially
in the form of Exhibit A.

         "Advance" or "Advances" shall mean amounts of the Revolving Loans
advanced by the Lenders to the Borrower pursuant to Section 2.2 on the occasion
of any borrowing.

         "Affiliate" shall mean, with respect to any Person, any other Person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person, or which is a director, officer, or partner of
such Person. For purposes of this definition, "control" when used with respect
to any Person includes, without limitation, the direct or indirect beneficial
ownership of five percent (5%) or more of the outstanding voting Equity
Interests of such Person or the power to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise. Unless
otherwise specified, "Affiliate" as used herein with respect to the Borrower
Parties shall not include Leviton.

                                       2

<PAGE>

         "Agent Advances" shall mean amounts advanced to the Borrower by the
Administrative Agent pursuant to Section 2.2(h).

         "Aggregate Letter of Credit Commitment" shall mean the several
obligations of the Issuing Banks to issue Letters of Credit for the account of
the Borrower from time to time in an aggregate face amount of $100,000,000
pursuant to the terms of this Agreement.

         "Aggregate Real Properties" shall have the meaning set forth in Section
5.1(y).

         "Aggregate Revolving Credit Obligations" shall mean, as of any
particular time, the sum of (a) the aggregate principal amount of all Revolving
Loans then outstanding, plus (b) the aggregate amount of all Letter of Credit
Obligations then outstanding, plus (c) the aggregate principal amount of all
Swing Loans then outstanding, plus (d) the aggregate principal amount of all
Agent Advances then outstanding.

         "Agreement" shall mean this Credit Agreement, together with all
Exhibits and Schedules hereto.

         "Agreement Date" shall mean the date as of which this Agreement is
dated.

         "Airplane" shall mean the Borrower's 1980 British Aerospace Aircraft
Group HS125-700A, Serial Number NA260, United States Registration Number N184TB.

         "Airplane Security Agreement" shall mean that certain Airplane Security
Agreement of even date herewith given by the Borrower in favor of the
Administrative Agent, for the benefit of the Lender Group, substantially in the
form of Exhibit B, pursuant to which the Borrower has granted to the
Administrative Agent a security interest in and security title to the Airplane
as security for the Fixed Asset Obligations.

         "Anniversary Date" shall mean each anniversary of the Agreement Date.

         "Applicable Law" shall mean, in respect of any Person, all provisions
of constitutions, statutes, rules, regulations, and orders of governmental
bodies or regulatory agencies applicable to such Person, and all orders and
decrees of all courts and arbitrators in proceedings or actions (other than any
non-binding arbitration proceedings) to which the Person in question is a party
or by which it is bound.

         "Assignment and Acceptance" shall mean that certain form of Assignment
and Acceptance attached hereto as Exhibit C, pursuant to which each Lender may,
as further provided in Section 11.5, sell a portion of its Revolving Loans and
its Revolving Loan Commitments.

         "Authorized Signatory" shall mean such personnel of any Borrower Party
as may be duly authorized and designated in writing to the Administrative Agent
by such

                                       3

<PAGE>

Borrower Party to execute documents, agreements, and instruments on behalf of
such Borrower Party.

         "Availability Block" shall mean, as of any particular time, (a) in the
event that the Senior Notes (2004) have not been retired, refinanced or defeased
on or before September 30, 2003, an amount equal to the lesser of (i)
$125,000,000 or (ii) the aggregate principal amount of the Senior Notes (2004)
then outstanding, plus (b) in the event that the Senior Notes (2006) have not
been retired, refinanced or defeased on or before June 30, 2005, an amount equal
to the lesser of (i) $150,000,000 or (ii) the aggregate principal amount of the
Senior Notes (2006) then outstanding.

         "Availability Cash Collateral" shall mean, during any period in which
an Availability Block shall be in effect, the aggregate amount on deposit in the
Cash Collateral Account.

         "Available Letter of Credit Amount" shall mean, as of any particular
time, an amount equal to the lesser of (a) the result of (i) the Aggregate
Letter of Credit Commitment at such time minus (ii) the aggregate amount of all
Letter of Credit Obligations then outstanding, and (b) Total Availability at
such time.

         "Backup Letter of Credit" shall mean a Non-Participated Letter of
Credit provided by the Borrower to the Administrative Agent to support payment
of any outstanding Letter of Credit Obligations, which Non-Participated Letter
of Credit shall name the Administrative Agent, for the benefit of the Lender
Group, as beneficiary and shall have an aggregate face amount equal to one
hundred and five percent (105%) of the aggregate then undrawn and unexpired
amount of the Letter of Credit Obligations supported thereby.

         "Bank Product Documents" shall mean all agreements entered into by any
Borrower Party in connection with any of the Bank Products.

         "Bank Products" shall mean any one or more of the following types of
services or facilities extended to any Borrower Party by the Administrative
Agent (or any affiliate of the Administrative Agent): (a) credit cards; (b) ACH
Transactions; and (c) cash management, including controlled disbursement
services.

         "Bankruptcy Code" shall mean the United States Bankruptcy Code (11
U.S.C. Section 101 et seq.), as now or hereafter amended, and any successor
statute.

         "Base Rate" shall mean, at any time, a fluctuating and floating rate
per annum equal to the higher of: (a) 0.50% per annum above the latest Federal
Funds Rate; and (b) the rate of interest announced publicly by the
Administrative Agent from time to time, as its "prime rate" for the
determination of interest rate loans of varying maturities in Dollars to United
States residents of varying degrees of credit worthiness. Such "prime rate" is
not necessarily the lowest rate of interest charged to borrowers of the

                                       4

<PAGE>

Administrative Agent, and the Administrative Agent may make commercial loans or
other loans at rates of interest at, above, or below such "prime rate". Each
change in the prime rate announced by the Administrative Agent shall take effect
at the opening of business on the day specified in the public announcement of
such change.

         "Base Rate Advance" shall mean an Advance which the Borrower requests
to be made as a Base Rate Advance or which is reborrowed as a Base Rate Advance,
in accordance with the provisions of Section 2.2.

         "Blocked Account" shall mean an account maintained with the
Administrative Agent, any Affiliate thereof or any other bank selected by the
Borrower Parties and approved by the Administrative Agent, which approval shall
not be unreasonably withheld, conditioned or delayed, which has entered into a
Blocked Account Agreement with the Administrative Agent. The Blocked Accounts as
of the Agreement Date are listed on Schedule 6.15 hereto.

         "Blocked Account Agreement" shall mean any agreement executed by a
depository bank and the Administrative Agent, for the benefit of the Lender
Group, and acknowledged and agreed to by the Borrower, which shall be
substantially in the form of Exhibit D.

         "Borrower" shall mean Thomas & Betts Corporation, a Tennessee
corporation.

         "Borrower Parties" shall mean, collectively, the Borrower and the
Guarantors; and "Borrower Party" shall mean any one of the foregoing Borrower
Parties. Notwithstanding anything to the contrary contained in this Agreement,
the Borrower Parties shall not include any Foreign Subsidiaries.

         "Borrowing Base Certificate" shall mean a certificate of an Authorized
Signatory of the Borrower substantially in the form of Exhibit E.

         "Business Day" shall mean any day excluding Saturday, Sunday and any
day which is a legal holiday under the laws of the State of Georgia or is a day
on which banking institutions located in such state are closed; provided,
however, that when used with reference to a Eurodollar Advance (including the
making, continuing, prepaying or repaying of any Eurodollar Advance), the term
"Business Day" shall also exclude any day in which banks are not open for
dealings in deposits of Dollars on the London interbank market.

         "Canadian Credit Agreement" shall mean that certain Amended and
Restated Credit Agreement dated as of December 27, 2001, by and among Thomas &
Betts, Limited (Canada), certain of its Subsidiaries, the lenders party thereto,
and Canadian Imperial Bank of Commerce, as agent, as amended through the
Agreement Date, and any refinancing, extension, renewal or refunding of the
Indebtedness outstanding thereunder, so long as (a) the maturity of such
refinanced Indebtedness is not earlier than the maturity

                                       5

<PAGE>

of the original Indebtedness, (b) such refinanced Indebtedness does not increase
the obligations of the Borrower and its Subsidiaries with respect thereto to
more than 45,000,000 Canadian dollars, and (c) such refinanced Indebtedness is
not secured by assets which do not secure the original Indebtedness on the
Agreement Date.

         "Canadian Pledge Agreement" shall mean that certain Pledge Agreement of
even date herewith between Thomas & Betts International, Inc., a Delaware
corporation, and the Administrative Agent, for the benefit of the Lender Group,
substantially in the form of Exhibit F.

         "Capital Expenditures" shall mean, for any period, on a consolidated
basis for the Borrower Parties, the aggregate of all expenditures made by the
Borrower Parties during such period for the purchase of assets of long-term use
which are permitted to be capitalized in accordance with GAAP.

         "Capitalized Lease Obligation" shall mean that portion of any
obligation of a Person as lessee under a lease which at the time would be
required to be capitalized on the balance sheet of such lessee in accordance
with GAAP.

         "Cash Collateral Account" shall mean the interest bearing cash
collateral account established by the Borrower with the Administrative Agent in
which the Administrative Agent, for the benefit of the Lender Group, has been
granted a valid and continuing first Lien pursuant to documentation in form and
substance satisfactory to the Administrative Agent, and as to which all action
necessary to perfect such security interest shall have been taken, and into
which the Borrower has deposited cash amounts intended to offset any
Availability Block then in effect.

         "Cash Equivalents" shall mean, collectively, (a) marketable, direct
obligations of the United States of America and its agencies maturing within
three hundred sixty-five (365) days of the date of purchase, (b) commercial
paper issued by corporations, each of which shall (i) have a consolidated net
worth of at least $250,000,000, and (ii) conduct substantially all of its
business in the United States of America, which commercial paper will mature
within one hundred eighty (180) days from the date of the original issue thereof
and is rated "P-1" or better by Moody's or "A-1" or better by S&P, (c)
certificates of deposit, deposit notes, bankers acceptances, bank notes and time
deposits maturing within three hundred sixty-five (365) days of the date of
purchase and issued by a United States national or state bank having deposits
totaling more than $250,000,000, and whose short-term debt is rated "P-1" or
better by Moody's or "A-1" or better by S&P, (d) up to $100,000 per institution
and up to $1,000,000 in the aggregate in (i) short-term obligations issued by
any local commercial bank or trust company located in those areas where the
Borrower conducts its business, whose deposits are insured by the Federal
Deposit Insurance Corporation, or (ii) commercial bank-insured money market
funds, or any combination of the types of investments described in this clause
(d), (e) the following types of investments in accordance with investment policy
approved by the Board of Directors of the Borrower as in effect on the Agreement
Date: (i) repurchase agreements

                                       6

<PAGE>

with major banks and authorized dealers, fully collateralized to at least one
hundred two (102%) of market value by securities of the United States
government, (ii) taxable municipal securities, (iii) asset backed securities,
(iv) corporate bonds, notes and floating rate notices including medium term
notes, (v) fixed income mutual funds, (vi) short duration mortgage-backed
securities, (vii) tax-exempt commercial paper, (viii) municipal notes and bonds,
(ix) tax-exempt variable rate demand notes, (x) tax-exempt money market funds,
and (xi) tax-exempt fixed income funds, and (f) other Investments approved by
the Majority Lenders.

         "CERCLA" shall mean the Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C.Section 9601 et. seq. and its
implementing regulations and amendments.

         "CERCLIS" shall mean the Comprehensive Environmental Response
Compensation and Liability Inventory System established pursuant to CERCLA.

         "Certified Public Accountants" shall mean the Borrower's independent
certified public accountants as of the Agreement Date and such other firm or
firms of nationally recognized independent certified public accountants which
may be retained by the Borrower thereafter for the purpose of auditing its
financial statements.

         "Change in Control" shall mean (a) any Person or two or more Persons
acting in concert shall have acquired beneficial ownership (within the meaning
of Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934) of twenty percent (20%) or more of the outstanding shares
of the voting stock of the Borrower; (b) as of any date a majority of the board
of directors of the Borrower consists of individuals who were not either (i)
directors of the Borrower as of the corresponding date of the previous year,
(ii) selected or nominated to become directors by the board of directors of the
Borrower of which a majority consisted of individuals described in clause (i),
or (iii) selected or nominated to become directors by the board of directors of
the Borrower of which a majority consisted of individuals described in clause
(i) and individuals described in clause (ii), or (c) the Borrower ceases to
directly or indirectly own and control one hundred percent (100%) of the
outstanding Equity Interests of each of the Domestic Subsidiaries extant as of
the Agreement Date (other than directors' qualifying shares).

         "Clearing Account" shall mean account number 2079900120747 (or such
other account number established by the Administrative Agent for purposes of
Section 6.15) maintained by the Administrative Agent pursuant to Section 6.15 of
this Agreement, and over which the Administrative Agent has the sole dominion
and exclusive access and control for withdrawal purposes pursuant to Section
6.15 of this Agreement.

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

                                       7

<PAGE>

         "Collateral" shall mean all property pledged as collateral security for
the Obligations pursuant to the Security Documents; provided that,
notwithstanding the foregoing, Collateral shall not include any of the Excluded
Assets.

         "Collateral Access Agreement" shall mean any landlord, warehouseman or
bailee waiver agreement of any lessor, warehouseman, processor, consignee or
other Person in possession of, having a Lien upon, or having rights or interests
in any of the Collateral in favor of the Administrative Agent, for the benefit
of the Lender Group, substantially in the form of Exhibit G-1 or Exhibit G-2 or
otherwise in form and substance reasonably satisfactory to the Administrative
Agent, waiving Liens or certain other rights or interests such Person may hold
in regard to the property of any of the Borrower Parties.

         "Commercial Letter of Credit" shall mean a documentary letter of credit
issued in respect of the purchase of goods or services by the Borrower in the
ordinary course of its business.

         "Compliance Certificate" shall mean a certificate of an Authorized
Signatory of the Borrower substantially in the form of Exhibit H.

         "Concentration Account" shall mean account number 2079900144927
maintained at Wachovia Bank, National Association, or as otherwise designated to
the Administrative Agent by the Borrower, into which the proceeds of the Loans
shall be disbursed pursuant to Section 2.2(e).

         "Consolidated Liquidity" shall mean, as of any date, the sum of (a)
Liquidity, (b) available borrowing capacity under the Canadian Credit Agreement
and any Permitted Foreign Credit Facility, and (c) the aggregate amount of
consolidated unrestricted cash and Cash Equivalents held on such date by each of
the Foreign Subsidiaries that are also Pledged Subsidiaries.

         "Consolidated Net Assets" shall mean the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities (excluding any thereof which are by their
terms extendible or renewable at the option of the obligor thereon to a time
more than twelve (12) months after the time as of which the amount thereof is
being computed) and (b) appropriate adjustments on the account of minority
interests of other Persons holding stock of the Borrower's Subsidiaries, all as
set forth on the most recent balance sheet of the Borrower and its Consolidated
Subsidiaries and computed in accordance with GAAP.

         "Consolidated Scheduled Funded Debt Payments" shall mean, for any
period, all mandatory, permanent scheduled principal repayments with respect to
Funded Debt (other than repayments with respect to any of Senior Notes to the
extent funded by Net Cash Proceeds received by the Borrower from the issuance of
the Senior Notes (2013) or any Refinancing Notes).

                                       8

<PAGE>

         "Consolidated Subsidiaries" shall mean, collectively, at any date the
Subsidiaries of the Borrower or other Persons the accounts of which, in
accordance with GAAP, would be consolidated with those of the Borrower in its
consolidated financial statements as of such date.

         "Consolidated Tangible Net Assets" shall mean, as of any date, the
total assets of the Borrower and its Subsidiaries (less applicable reserves and
other properly deductible items) after deducting from such amount (a) all
current liabilities (excluding any thereof that are by their terms extendible or
renewable at the option of the obligor thereon to a time more than twelve (12)
months after the time as of which the amount thereof is computed), (b) goodwill
and any other intangibles, and (c) appropriate adjustments on account of
minority interests of other Persons holding stock of the Borrower's
Subsidiaries, all as set forth on the most recent balance sheet of the Company
and its Consolidated Subsidiaries and prepared in accordance with GAAP on a
consolidated basis at such date.

         "Current Asset Availability" shall mean, as of any particular time, (a)
the lesser of (i) the Current Asset Commitment and (ii) the Current Asset
Borrowing Base, minus (b) Reserves other than Reserves deducted in the
calculation of the Current Asset Borrowing Base, minus (c) the aggregate
principal amount of all Current Asset Loans then outstanding, minus (d) the
Letter of Credit Obligations then outstanding under the Current Asset
Commitment.

         "Current Asset Borrowing Base" shall mean, at any particular time, the
result of:

                  (a)      Eighty-five percent (85%) of Eligible Accounts; plus

                  (b)      Fifty-three percent (53%) (or such percentage which
                           the Administrative Agent will establish in its
                           Permitted Discretion by notice to the Borrower and
                           the Lenders based upon new appraisals conducted by a
                           qualified appraisal company selected by the
                           Administrative Agent from time to time for the
                           purpose of redetermining the OLV of the Eligible
                           Finished Goods Inventory as of the date of such new
                           appraisal and, as a result, redetermining the
                           percentage to be applicable until the next such
                           appraisal, not to exceed as of such date, eighty-five
                           percent (85%) of the redetermined OLV) of the Value
                           of Eligible Finished Goods Inventory; plus

                  (c)      Fifteen percent (15%) (or such percentage which the
                           Administrative Agent will establish in its Permitted
                           Discretion by notice to the Borrower and the Lenders
                           based upon new appraisals conducted by a qualified
                           appraisal company selected by the Administrative
                           Agent from time to time for the purpose of
                           redetermining the OLV of the Eligible Raw Materials
                           Inventory as

                                       9

<PAGE>

                           of the date of such new appraisal and, as a result,
                           redetermining the percentage to be applicable until
                           the next such appraisal) of the Value of Eligible Raw
                           Materials Inventory; minus

                  (d)      Such reserves with respect to the Current Assets as
                           the Administrative Agent may, or at the direction of
                           the Required Lenders will, establish from time to
                           time in the exercise of its Permitted Discretion.

         "Current Asset Commitment" shall mean the several obligations of the
Lenders to advance to the Borrower on or after the Agreement Date an aggregate
amount not to exceed, at any time, the result of (a) the Maximum Revolver Amount
less (b) the amount of the Fixed Asset Borrowing Base at such time, in
accordance with their respective Revolving Commitment Ratios, pursuant to the
terms of this Agreement, and as such amount may be reduced from time to time,
pursuant to the terms of this Agreement.

         "Current Asset Loans" shall mean, collectively, amounts advanced from
time to time by the Lenders to the Borrower under the Current Asset Commitment,
not to exceed the amount of the Current Asset Commitment, excluding any amounts
advanced as Swing Loans or Agent Advances.

         "Current Asset Notes" shall mean those certain promissory notes issued
by the Borrower to each of the Lenders that requests a promissory note, in
accordance with each such Lender's Current Asset Commitment, in substantially in
the form of Exhibit I.

         "Current Assets" shall mean, collectively, the Inventory and Accounts.

         "Customer Dispute" shall mean all instances in which (i) a customer of
the Borrower has rejected or returned the goods and such return or rejection has
not been accepted by the Borrower as a valid return or rejection, or (ii) a
customer of the Borrower has otherwise affirmatively asserted grounds for
nonpayment of an Account, including, without limitation, any repossession of
goods by the Borrower, or any claim by an Account Debtor of total or partial
failure of delivery, set-off, counterclaim, or breach of warranty.

         "Date of Issue" shall mean the date on which an Issuing Bank issues a
Letter of Credit pursuant to Section 2.15; provided, however, that the Date of
Issue with respect to the Existing Letters of Credit shall be deemed to be the
Agreement Date.

         "Default" shall mean any Event of Default or any event specified in
Section 9.1 which with the giving of notice or lapse of time (or both) would,
unless cured or waived, become an Event of Default.

         "Default Rate" shall mean a simple per annum interest rate equal to,
with respect to all outstanding Obligations, the sum of (a) the highest
applicable Interest Rate Basis,

                                       10

<PAGE>

plus (b) the highest Interest Rate Margin, plus (c) two percent (2.00%). As to
any Eurodollar Advance outstanding on the date that the Default Rate becomes
applicable, the Default Rate shall be based on the then applicable Eurodollar
Basis until the end of the current Eurodollar Advance Period and thereafter the
Default Rate shall be based on the Base Rate as in effect from time to time. As
to any Base Rate Advance outstanding on the date that the Default Rate becomes
applicable, the Default Rate shall be based on the Base Rate as in effect from
time to time.

         "Dividends" shall mean, any direct or indirect distribution, dividend,
or payment to any Person on account of any Equity Interests of the Borrower or
any of the Borrower's Subsidiaries (other than in connection with an employee
equity compensation plan or similar plan with respect to members of the board of
directors of the Borrower who are not employees of the Borrower).

         "Dollars" or "$" shall mean the lawful currency of the United States of
America.

         "Domestic Subsidiary" means any Subsidiary of the Borrower that is
organized and existing under the laws of the United States or any state or
commonwealth thereof or under the laws of the District of Columbia.

         "EBIT" shall mean, with respect to any period, for the Borrower and its
Consolidated Subsidiaries, on a consolidated basis, net income (or loss) minus
extraordinary gains (plus non-cash extraordinary losses and impairment charges
relating to goodwill required under the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 142), plus, to the extent deducted from such
net earnings, interest expense and income taxes.

         "EBITDA" shall mean, with respect to any period, for the Borrower and
its Consolidated Subsidiaries, on a consolidated basis, EBIT, plus, to the
extent deducted from net earnings, depreciation and amortization and other
non-cash charges for such period.

         "Eligible Accounts" shall mean, at any particular date, all Accounts of
the Borrower which the Administrative Agent, in the exercise of its Permitted
Discretion, or the Required Lenders determine to be Eligible Accounts; provided,
however, without limiting the right of the Administrative Agent or the Required
Lenders, as applicable, to establish other criteria of ineligibility, Eligible
Accounts shall not, unless the Administrative Agent or the Required Lenders
otherwise elect, include any of the following Accounts:

         (a)      Accounts with respect to which more than sixty (60) days have
elapsed since the due date of the original invoice therefor or more than ninety
(90) days have elapsed since the date of the original invoice therefor;
provided, however, that "Eligible Accounts" may include up to $11,000,000 in
aggregate invoice amount of Accounts with

                                       11

<PAGE>

respect to which not more than one hundred twenty (120) days have elapsed since
the date of the original invoice and which are not more than forty-five (45)
days past due;

         (b)      Accounts with respect to which any of the representations,
warranties, covenants, and agreements contained in Section 5.2 are not or have
ceased to be complete and correct or have been breached;

         (c)      Accounts with respect to which Account (or any other Account
due from the same Account Debtor), in whole or in part, a check, promissory
note, draft, trade acceptance or other instrument for the payment of money has
been received, presented for payment and returned uncollected for any reason, to
the extent the applicable Account Debtor has previously had any such items being
uncollectible;

         (d)      Accounts as to which the Borrower has not performed, as of the
applicable date of calculation, all of its obligations then required to have
been performed, including, without limitation, the delivery of merchandise or
rendition of services applicable to such Accounts;

         (e)      Accounts as to which any one or more of the following events
has occurred with respect to the Account Debtor on such Accounts: death or
judicial declaration of incompetency of such Account Debtor who is an
individual; the filing by or against such Account Debtor of a request or
petition for liquidation, reorganization, arrangement, adjustment of debts,
adjudication as a bankrupt, winding-up, or other relief under the bankruptcy,
insolvency, or similar laws of the United States, any state or territory
thereof, or any foreign jurisdiction, now or hereafter in effect; the making of
any general assignment by such Account Debtor for the benefit of creditors; the
appointment of a receiver or trustee for such Account Debtor or for any of the
assets of such Account Debtor, including, without limitation, the appointment of
or taking possession by a "custodian," as defined in the Bankruptcy Code; the
institution by or against such Account Debtor of any other type of insolvency
proceeding (under the bankruptcy laws of the United States or otherwise) or of
any formal or informal proceeding for the dissolution or liquidation of,
settlement of claims against, or winding up of affairs of, such Account Debtor;
the sale, assignment, or transfer of all or substantially all of the assets of
such Account Debtor unless the obligations of such Account Debtor in respect of
the Accounts are assumed by and assigned to such purchaser or transferee; the
nonpayment generally by such Account Debtor of its debts as they become due; or
the cessation of the business of such Account Debtor as a going concern;

         (f)      (i) those Accounts of an Account Debtor for whom fifty percent
(50%) or more of the aggregate Dollar amount of such Account Debtor's
outstanding Accounts are classified as ineligible under the criteria (other than
this clause (f)) set forth herein; or (ii) those Accounts with respect to which
the aggregate Dollar amount of all Accounts owed by the Account Debtor thereon
exceeds fifteen percent (15%) of the aggregate amount of all Accounts at such
time to the extent of such excess;

                                       12

<PAGE>

         (g)      Accounts owed by an Account Debtor which: (i) does not
maintain its chief executive office in the United States or Canada; or (ii) is
not organized under the laws of the United States or Canada or any state or
province thereof; or (iii) is the government of any foreign country or sovereign
state, or of any state, province, municipality, or other political subdivision
thereof, or of any department, agency, public corporation, or other
instrumentality thereof; except to the extent that such Accounts are secured or
payable by a letter of credit or acceptance, or insured under foreign credit
insurance in each case, on terms and conditions satisfactory to the
Administrative Agent in its sole discretion;

         (h)      Accounts owed by an Account Debtor which is an Affiliate or
employee of the Borrower;

         (i)      Accounts which are owed by an Account Debtor to which the
Borrower is indebted in any way, or which are subject to any right of setoff by
the Account Debtor, unless the Account Debtor has entered into an agreement
acceptable to the Administrative Agent to waive setoff rights, to the extent of
such indebtedness or the amount subject to such right of setoff;

         (j)      Accounts which are subject to any Customer Dispute, but only
to the extent of the amount in dispute;

         (k)      Accounts which are owed by the government of the United States
of America, or any department, agency, public corporation, or other
instrumentality thereof, unless all required procedures for the effective
collateral assignment of the Accounts under the Federal Assignment of Claims Act
of 1940 and any other steps necessary to perfect the Administrative Agent's
security interest, for the benefit of the Lender Group, in such Accounts have
been complied with to the Administrative Agent's satisfaction with respect to
such Accounts;

         (l)      Accounts which are owed by any state, municipality, or other
political subdivision of the United States of America or Canada, or any
department, agency, public corporation, or other instrumentality thereof and as
to which the Administrative Agent determines in its reasonable discretion that
its security interest therein is not or cannot be perfected;

         (m)      Accounts which represent sales on a bill-and-hold, guaranteed
sale, sale and return, sale on approval, consignment, or other repurchase or
return basis (other than returns made in the ordinary course of the Borrower's
business consistent with past practices);

         (n)      Accounts which are evidenced by a promissory note or similar
instrument or by chattel paper;

                                       13

<PAGE>

         (o)      Accounts with respect to which the Account Debtor is located
in any state requiring the filing of a Notice of Business Activities Report or
similar report in order to permit the Borrower to seek judicial enforcement in
such State of payment of such Account, unless if, at the time the Accounts were
created and at all times thereafter, (i) the Borrower has filed and has
maintained effective a current Notice of Business Activities Report with the
appropriate office or agency of such state or (ii) the Borrower was and has
continued to be exempt from the filing of such Report and has provided the
Administrative Agent with satisfactory evidence thereof;

         (p)      Accounts as to which the applicable Account Debtor has not
been sent an invoice or the functional equivalent thereof;

         (q)      Accounts that are not a bona fide, valid and, to the best of
the Borrower's knowledge, enforceable obligation of the Account Debtor
thereunder;

         (r)      Accounts which are owed by an Account Debtor with whom the
Borrower has any agreement for short pays or deductions from the Accounts,
except for discounts which are made in the ordinary course of business for
prompt payment or pursuant to the Borrower's "ship and debit" or "volume
incentive discount" programs, and which discounts are reflected in the
calculation of the face value of each invoice related to such Accounts, or in
the case of the Borrower's "ship and debit" and "volume incentive discount"
programs, are subject to reserves acceptable to the Administrative Agent in its
Permitted Discretion; or Accounts with respect to which a debit or chargeback
has been issued or generated, except for debits arising in connection with the
Borrower's "ship and debit" or "volume incentive discount" programs;

         (s)      Accounts which are not subject to a valid and continuing first
priority Lien in favor of the Administrative Agent, for the benefit of the
Lender Group, pursuant to the Security Documents as to which all action
necessary or desirable to perfect such security interest shall have been taken,
and to which the Borrower has good and marketable title, free and clear of any
Liens (other than Liens in favor of the Administrative Agent, for the benefit of
the Lender Group); or

         (t)      Accounts as to which a security agreement, financing
statement, equivalent security or Lien instrument or continuation statement is
on file or of record in any public office, except as may have been filed in
favor of the Administrative Agent, for the benefit of the Lender Group, pursuant
to the Security Documents.

         "Eligible Assignee" shall mean (a) a Lender; (b) an Affiliate of a
Lender; and (c) any other Person constituting a commercial bank or financial
institution organized under the laws of the United States or any state thereof
and having total assets in excess of $5,000,000,000, or an Affiliate of any such
bank, or any other financial institution not meeting the foregoing requirements
but otherwise acceptable to the Administrative Agent, that is, in any such case,
approved by the Administrative Agent and, unless a

                                       14

<PAGE>

Default or Event of Default has occurred and is continuing, the Borrower, such
approvals not to be unreasonably withheld or delayed.

         "Eligible Equipment" shall mean, at any particular date, all Equipment
of the Borrower Parties (including, without limitation, the Airplane) which the
Administrative Agent, in the exercise of its Permitted Discretion, or the
Required Lenders determine to be Eligible Equipment; provided, however, without
limiting the right of the Administrative Agent or the Required Lenders, as
applicable, to establish other criteria of ineligibility, Eligible Equipment
shall not, unless the Administrative Agent or the Required Lenders otherwise
elect, include any of the following Equipment:

         (a)      Equipment that is not owned solely by a Borrower Party or as
to which a Borrower Party shall not have good, valid and marketable title;

         (b)      Equipment that does not conform to all of the warranties and
representations regarding the same which are set forth in this Agreement or any
of the other Loan Documents;

         (c)      Equipment that is not identified, as of the Agreement Date, on
Schedule 1, Acceptable Additional Equipment or Acceptable Replacement Equipment;

         (d)      Equipment that is not located in the continental United States
or Puerto Rico either (i) on Real Property owned by a Borrower Party, or (ii) on
leased premises in regard to which (x) the landlord thereof, and any bailee,
warehouseman or similar party that will be in possession of such Equipment,
shall have executed and delivered to the Administrative Agent a Collateral
Access Agreement, or (y) the Administrative Agent shall have established a rent
reserve in an amount satisfactory to the Administrative Agent in its Permitted
Discretion;

         (e)      Equipment that is subject to any claim of reclamation, or
Lien, adverse claim, interest or right of any other Person;

         (f)      Equipment that is not personal property in which the
applicable Borrower Party has granted a valid and continuing first Lien in favor
of the Administrative Agent, for the benefit of the Lender Group, pursuant to
the Security Documents, and as to which all action necessary to perfect such
security interest shall have been taken;

         (g)      Equipment that is covered, in whole or in part, by any
security agreement, financing statement, equivalent security or Lien instrument
or continuation statement which is on file or of record in any public office,
except such as may have been filed in favor of the Administrative Agent, for the
benefit of the Lender Group, pursuant to the Security Documents; or

         (h)      Equipment that is obsolete or not being used in the business
of a Borrower Party for its intended purpose.

                                       15

<PAGE>

         "Eligible Finished Goods Inventory" shall mean, as of any particular
date, all Inventory of the Borrower Parties consisting of first quality finished
goods held for sale in the ordinary course of the Borrower Parties' business
which the Administrative Agent, in the exercise of its Permitted Discretion, or
the Required Lenders determine to be Eligible Finished Goods Inventory;
provided, however, without limiting the right of the Administrative Agent or the
Required Lenders, as applicable, to establish other criteria of ineligibility,
Eligible Finished Goods Inventory shall not, unless the Administrative Agent or
the Required Lenders otherwise elect, include any of the following Inventory:

         (a)      Inventory that is not owned solely by a Borrower Party;

         (b)      Inventory that does not conform to all of the warranties and
representations regarding the same which are set forth in this Agreement or any
of the other Loan Documents;

         (c)      Inventory that is not located in the continental United States
or Puerto Rico either (i) on Real Property owned by a Borrower Party, or (ii) on
leased premises in regard to which (x) the landlord thereof, and any bailee,
warehouseman or similar party that will be in possession of such Equipment,
shall have executed and delivered to the Administrative Agent a Collateral
Access Agreement, or (y) the Administrative Agent shall have established a rent
reserve in an amount satisfactory to the Administrative Agent in its Permitted
Discretion

         (d)      Inventory that is subject to any claim of reclamation, or
Lien, adverse claim, interest or right of any other Person;

         (e)      Inventory that consists of Inventory in-transit, except for
Inventory in transit between locations meeting the requirements of clause (c) of
this definition;

         (f)      Inventory that has been consigned to or by any Person;

         (g)      Inventory that is not in good condition and does not meet all
standards imposed by any Person having regulatory authority over such goods, its
use and/or sale, or is not currently saleable in the normal course of the
Borrower Parties' business;

         (h)      Inventory that consists of work-in-process or raw materials;

         (i)      Inventory scheduled for return to vendors, Inventory which is
obsolete or slow-moving (for purposes of this subsection, what constitutes
"obsolete or slow-moving" Inventory shall be determined by the Administrative
Agent in its Permitted Discretion), display items, packaging materials, labels
or name plates or similar supplies;

         (j)      Inventory that is not personal property in which the
applicable Borrower Party has granted a valid and continuing first Lien in favor
of the Administrative Agent,

                                       16

<PAGE>

for the benefit of the Lender Group, pursuant to the Security Documents, and as
to which all action necessary to perfect such security interest shall have been
taken; and

         (k)      Inventory that is covered, in whole or in part, by any
security agreement, financing statement, equivalent security or Lien instrument
or continuation statement which is on file or of record in any public office,
except such as may have been filed in favor of the Administrative Agent, for the
benefit of the Lender Group, pursuant to the Security Documents.

         "Eligible Inventory" shall mean, collectively, as of any date of
determination the Eligible Finished Goods Inventory and the Eligible Raw
Materials Inventory.

         "Eligible Raw Materials Inventory" shall mean, as of any particular
date, those items of Inventory that do not qualify as Eligible Finished Goods
Inventory solely because they consist of goods that constitute raw materials.

         "Environmental Authority" shall mean any foreign, federal, state, local
or regional government that exercises any form of jurisdiction or authority
under any Environmental Requirement.

         "Environmental Authorizations" shall mean all licenses, permits,
orders, approvals, notices, registrations or other legal prerequisites for
conducting the business of any Borrower Party Guarantor required by any
Environmental Requirement.

         "Environmental Indemnity Agreement" shall mean an Environmental
Indemnity Agreement from the Borrower Parties in favor of the Administrative
Agent, for the benefit of the Lender Group, in form and substance reasonably
satisfactory to the Administrative Agent, delivered in connection with the
satisfaction of the requirements set forth in Section 6.21.

         "Environmental Judgments and Orders" shall mean all judgments, decrees
or orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent, or written agreements with an
Environmental Authority or other entity arising from or in any way associated
with any Environmental Requirement, whether or not incorporated in a judgment,
decree or order.

         "Environmental Liabilities" shall mean any liabilities, whether
accrued, contingent or otherwise, arising from and in any way associated with
any Environmental Requirements.

         "Environmental Notice" shall mean notice from any Environmental
Authority or by any other Person, of possible or alleged noncompliance with or
liability under any Environmental Requirement, including without limitation any
complaints, citations, demands or requests from any Environmental Authority or
from any other person or entity for correction of any violation of any
Environmental Requirement or any

                                       17

<PAGE>

investigations concerning any violation of any Environmental Requirement.

         "Environmental Proceedings" shall mean any judicial or administrative
proceedings arising from or in any way associated with any Environmental
Requirement.

         "Environmental Releases" shall mean releases as defined in CERCLA or
under any applicable state or local environmental law or regulation.

         "Environmental Requirements" means any legal requirement relating to
health, safety or the environment and applicable to the Borrower or any of its
Subsidiaries or the Aggregate Real Properties, including, but not limited to,
any such requirement under CERCLA or similar state legislation and all federal,
state and local laws, ordinances, regulations, orders, writs, decrees and common
law.

         "Equipment" shall mean all machinery, equipment, furniture,
furnishings, fixtures and other tangible personal property of any Person (other
than consumer goods, farm products or Inventory).

         "Equipment Availability" shall mean, as of any particular date, the
result of:

                  (a)      The sum of (i) $29,374,500 and (ii) eighty-five
                           percent (85%) of the OLV (net of liquidation
                           expenses) of the Acceptable Additional Equipment (or
                           such amount or percentage, as applicable, which the
                           Administrative Agent will establish in its Permitted
                           Discretion by notice to the Borrower and the Lenders
                           based upon new appraisals conducted by a qualified
                           appraisal company selected by the Administrative
                           Agent from time to time for the purpose of
                           redetermining the OLV (net of liquidation expenses)
                           of the Eligible Equipment as of the date of such new
                           appraisal and, as a result, redetermining the amount
                           or percentage to be applicable until the next such
                           appraisal, not to exceed as of such date eighty-five
                           percent (85%) of the redetermined OLV (net of
                           liquidation expenses)); minus

                  (b)      An amount equal to one hundred percent (100%) of the
                           OLV of any Eligible Equipment sold or otherwise
                           disposed of by the Borrower during the term of this
                           Agreement to the extent such Eligible Equipment shall
                           not have been replaced by Acceptable Replacement
                           Equipment, provided that the aggregate OLV of
                           Eligible Equipment permitted to be so replaced shall
                           not exceed $2,000,000; minus

                  (c)      The sum of:

                                       18

<PAGE>

                           (i)      The amount of any amortization applicable to
                                    the Eligible Equipment (other than
                                    Acceptable Additional Equipment) determined
                                    on a five (5) year straight-line basis from
                                    the Agreement Date to the Anniversary Date
                                    immediately preceding the date of
                                    determination; plus

                           (ii)     The amount of any amortization applicable to
                                    the Acceptable Additional Equipment
                                    determined on a basis acceptable to the
                                    Administrative Agent in its Permitted
                                    Discretion (but not for a period in excess
                                    of five (5) years) from the date such
                                    Acceptable Additional Equipment shall be
                                    added to the Fixed Asset Borrowing Base to
                                    the Anniversary Date immediately preceding
                                    the date of determination.

         "Equity Interests" shall mean, as applied to any Person, any capital
stock, membership interests, partnership interests or other equity interests of
such Person, regardless of class or designation, and all warrants, options,
purchase rights, conversion or exchange rights, voting rights, calls or claims
of any character with respect thereto.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "ERISA Affiliate" shall mean any "affiliate" of the Borrower within the
meaning of Section 414(b), (c) or (m) of the Code.

         "Eurodollar Advance" shall mean an Advance which the Borrower requests
to be made as a Eurodollar Advance or which is reborrowed as a Eurodollar
Advance, in accordance with the provisions of Section 2.2.

         "Eurodollar Advance Period" shall mean, for each Eurodollar Advance,
each one, two, or three month period, as selected by the Borrower pursuant to
Section 2.2, during which the applicable Eurodollar Rate shall remain unchanged.
Notwithstanding the foregoing, however: (i) any applicable Eurodollar Advance
Period which would otherwise end on a day which is not a Business Day shall be
extended to the next succeeding Business Day, unless such Business Day falls in
another calendar month, in which case such Eurodollar Advance Period shall end
on the next preceding Business Day; (ii) any applicable Eurodollar Advance
Period which begins on a day for which there is no numerically corresponding day
in the calendar month during which such Eurodollar Advance Period is to end
shall (subject to clause (i) above) end on the last day of such calendar month;
and (iii) no Eurodollar Advance Period shall extend beyond the Maturity Date or
such earlier date as would interfere with the repayment obligations of the
Borrower under Section 2.6.

                                       19

<PAGE>

         "Eurodollar Basis" shall mean a simple per annum interest rate equal to
the quotient of (i) the Eurodollar Rate divided by (ii) one minus the Eurodollar
Reserve Percentage, stated as a decimal. The Eurodollar Basis shall remain
unchanged during the applicable Eurodollar Advance Period, except for changes to
reflect adjustments in the Eurodollar Reserve Percentage.

         "Eurodollar Rate" shall mean, for any Eurodollar Advance Period, the
interest rate per annum (rounded upward to the nearest one one-hundredth of one
percent (1/100%)) determined by the Administrative Agent as the offered rate for
deposits in Dollars for a period comparable to the Eurodollar Advance Period
appearing on the Telerate Page 3750 as of 11:00 a.m. London time, on the day
that is two (2) London banking days prior to the Eurodollar Advance Period. If
at least two (2) such rates appear on Telerate Page 3750, the rate for such
Eurodollar Advance Period will be the arithmetic average of such rates, rounded
to the fourth decimal place.

         "Eurodollar Reserve Percentage" shall mean the percentage which is in
effect from time to time under Regulation D of the Board of Governors of the
Federal Reserve System, as such regulation may be amended from time to time, as
the maximum reserve requirement applicable with respect to Eurocurrency
Liabilities (as that term is defined in Regulation D), whether or not any Lender
has any Eurocurrency Liabilities subject to such reserve requirement at that
time. The Eurodollar Basis for any Eurodollar Advance shall be adjusted as of
the effective date of any change in the Eurodollar Reserve Percentage.

         "European Pledge Agreement" shall mean that certain Pledge Agreement of
even date herewith among Augat Europe, Inc., a Delaware corporation, Thomas &
Betts Europe, Inc. a Delaware corporation, and the Administrative Agent, for the
benefit of the Lender Group, substantially in the form of Exhibit J.

         "Event of Default" shall mean any of the events specified in Section
9.1.

         "Excess Funding Guarantor" shall have the meaning set forth in Section
3.1(m).

         "Excess Payment" shall have the meaning set forth in Section 3.1(m).

         "Excluded Assets" shall mean, collectively, (a) any Equity Interests
owned by any Borrower Party in Leviton, (b) any goodwill, trademarks, trade
names, service marks, copyrights, patents, patent applications and trade secrets
owned by any of the Borrower Parties, (c) any cash and marketable securities not
held in a Blocked Account, (d) any prepaid assets, (e) any Investments in
Persons not required to be consolidated with the Borrower in accordance with
GAAP, (f) to the extent funded, the Borrower's supplemental executive retirement
plan, (g) any deferred pension assets, (h) any Hedge Agreements, and (i) any
proceeds of any of the foregoing.

                                       20

<PAGE>

         "Existing Hedge Agreements" shall mean each of the Hedge Agreements
entered into prior to the Agreement Date, which are described on Schedule 2.

         "Existing Letters of Credit" shall mean the letters of credit set forth
on Schedule 3.

         "Federal Funds Rate" shall mean, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean as determined by the Administrative Agent of the rates for the
last transaction in overnight Federal funds arranged prior to 12:00 noon
(Atlanta, Georgia time) on that day by each of three (3) leading brokers of
Federal funds transactions in New York, New York selected by the Administrative
Agent.

         "Fee Letter" shall mean that certain letter agreement dated as of April
1, 2003, executed by the Administrative Agent and addressed to and accepted by
the Borrower.

         "Financial Covenants" shall mean from time to time the financial
covenants applicable to the Borrower from time to time as set forth in Section
8.8.

         "Fixed Asset Availability" shall mean, as of any particular time, (a)
the lesser of (i) the Fixed Asset Commitment and (ii) the Fixed Asset Borrowing
Base, minus (b) Reserves other than Reserves deducted in the calculation of the
Fixed Asset Borrowing Base, minus (c) the aggregate principal amount of all
Fixed Asset Loans then outstanding, minus (d) the Letter of Credit Obligations
then outstanding under the Fixed Asset Commitment.

         "Fixed Asset Borrowing Base" shall mean, at any particular time, the
lesser of:

                  (a)      The result of:

                           (i)      Equipment Availability; plus

                           (ii)     Upon satisfaction of the requirements set
                  forth in Section 6.21, Real Property Availability; minus

                           (iii)    Such reserves with respect to the Fixed
                  Assets as the Administrative Agent may, or at the direction of
                  the Required Lenders will, establish from time to time in the
                  exercise of its Permitted Discretion; or

                  (b)      $52,500,000.

                                       21

<PAGE>

         "Fixed Asset Commitment" shall mean the several obligations of the
Lenders to advance the aggregate amount of up to $52,500,000 to the Borrower on
or after the Agreement Date, in accordance with their respective Revolving
Commitment Ratios, pursuant to the terms of this Agreement, and as such amount
may be reduced from time to time, pursuant to the terms of this Agreement.

         "Fixed Asset Loans" shall mean, collectively, amounts advanced from
time to time by the Lenders to the Borrower under the Fixed Asset Commitment,
not to exceed the amount of the Fixed Asset Commitment, excluding any amounts
advanced as Swing Loans or Agent Advances.

         "Fixed Asset Notes" shall mean those certain promissory notes issued by
the Borrower to each of the Lenders that requests a promissory note, in
accordance with each such Lender's Fixed Asset Commitment, in substantially in
the form of Exhibit K.

         "Fixed Asset Obligations" shall mean Obligations outstanding in respect
of the Fixed Asset Commitment and the Fixed Asset Loans.

         "Fixed Asset Security Agreement" shall mean that certain Fixed Asset
Security Agreement of even date herewith among the Borrower Parties and the
Administrative Agent for the benefit of the Lender Group, in substantially the
form of Exhibit L.

         "Fixed Assets" shall mean, collectively, the Equipment and the Real
Property Collateral.

         "Fixed Charge Coverage Ratio" shall mean, on any calculation date, for
the Borrower and its Consolidated Subsidiaries, on a consolidated basis, the
ratio of (a) EBITDA to (b) Fixed Charges, in each case as determined for the
immediately preceding twelve (12) month period.

         "Fixed Charges" shall mean, for any period, the sum of the following
for such period: (a) consolidated interest expense, including non-capitalized
interest and the interest component of Capitalized Lease Obligations, plus (b)
Consolidated Scheduled Funded Debt Payments, plus (c) consolidated Capital
Expenditures, plus (d) consolidated cash taxes, plus (e) consolidated cash
Dividends paid during such period.

         "Foreign Subsidiary" shall mean any Subsidiary of the Borrower that
does not constitute a Domestic Subsidiary.

         "Funded Debt" shall mean all outstanding obligations, liabilities and
indebtedness of the types described in subsections (a) through (h) of the
definition of Indebtedness set forth herein, including, but not limited to, all
obligations under the Loan Documents, the Indentures, any Refinancing Notes, any
Permitted Foreign Credit Facility and the Canadian Credit Agreement; provided,
however, that for purposes of determining Funded Debt, indebtedness of the type
described in subsection (f) of the definition of

                                       22

<PAGE>

Indebtedness shall only be included to the extent such payment obligations have
been realized; provided further, however, that notwithstanding anything in GAAP
to the contrary, the amount of all obligations shall be the full amount of such
obligations owing at the time of determination.

         "GAAP" shall mean generally accepted accounting principles and
practices set forth from time to time in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and
authority within the United States accounting profession).

         "Governmental Authority" shall mean any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to any government.

         "Guarantors" shall mean, collectively, (a) Thomas & Betts
International, Inc., a Delaware corporation, (b) Augat Europe, Inc., a Delaware
corporation, (c) Thomas & Betts Europe, Inc., a Delaware corporation, (d) Thomas
& Betts Caribe Inc., a Delaware Corporation, and (e) all other present and
future, direct and indirect Domestic Subsidiaries of the Borrower (other than
any Non-Material Subsidiary) which have delivered a Guaranty Supplement; and
"Guarantor" shall mean any one of the foregoing Guarantors.

         "Guaranty" or "guaranteed," as applied to an obligation (each a
"primary obligation"), shall mean and include (a) any guaranty, direct or
indirect, in any manner, of any part or all of such primary obligation, and (b)
any agreement, direct or indirect, contingent or otherwise, the practical effect
of which is to assure in any way the payment or performance (or payment of
damages in the event of non-performance) of any part or all of such primary
obligation, including, without limiting the foregoing, any reimbursement
obligations as to amounts drawn down by beneficiaries of outstanding letters of
credit, and any obligation of any Person, whether or not contingent, (i) to
purchase any such primary obligation or any property or asset constituting
direct or indirect security therefor, (ii) to advance or supply funds (1) for
the purchase or payment of such primary obligation or (2) to maintain working
capital, equity capital or the net worth, cash flow, solvency or other balance
sheet or income statement condition of any other Person, (iii) to purchase
property, assets, securities or services primarily for the purpose of assuring
the owner or holder of any primary obligation of the ability of the primary
obligor with respect to such primary obligation to make payment thereof or (iv)
otherwise to assure or hold harmless the owner or holder of such primary
obligation against loss in respect thereof. All references in this Agreement to
"this Guaranty" shall be to the Guaranty provided for pursuant to the terms of
Article 3.

         "Guaranty Supplement" shall mean a joinder and supplement to this
Agreement delivered pursuant to Section 6.20, in substantially the form of
Exhibit M.

                                       23

<PAGE>

         "Hazardous Materials" shall mean, collectively, (a) solid or hazardous
waste, as defined in the Resource Conservation and Recovery Act of 1980, 42
U.S.C. Section 6901 et seq. and its implementing regulations and amendments, or
in any applicable state or local law or regulation, (b) "hazardous substance",
"pollutant", or "contaminant" as defined in CERCLA, or in any applicable state
or local law or regulation, (c) gasoline, or any other petroleum product or
by-product, including, crude oil or any fraction thereof, (d) toxic substances,
as defined in the Toxic Substances Control Act of 1976, or in any applicable
state or local law or regulation, and (e) insecticides, fungicides, or
rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide
Act of 1975, or in any applicable state or local law or regulation, as each such
Act, statute or regulation may be amended from time to time.

         "Hedge Agreement" shall mean any and all transactions, agreements or
documents now existing or hereafter entered into between or among any Borrower
Party, on the one hand, and the Administrative Agent (or an Affiliate of the
Administrative Agent) or one or more of the Lenders, on the other hand, which
provides for an interest rate, credit, equity swap, cap, floor, collar, forward
foreign exchange transaction, currency swap, cross currency rate swap, currency
option, or any combination of, or option with respect to, these or similar
transactions, for the purpose of hedging such Borrower Party's exposure to
fluctuations in interest or exchange rates, loan, credit exchange, or security
or currency valuations.

         "Indebtedness" shall mean, with respect to any Person, (a) any
obligation for borrowed money; (b) any obligation evidenced by bonds,
debentures, notes or other similar instruments; (c) any obligation to pay the
deferred purchase price of property or for services (other than in the ordinary
course of business); (d) any Capitalized Lease Obligation; (e) any obligation or
liability of others secured by a Lien on property owned by such Person, whether
or not such obligation or liability is assumed; (f) any net payment obligations
with respect to interest rate and currency hedging agreements, including,
without limitation, under any Hedge Agreements; (g) any reimbursement
obligations (contingent or otherwise) with respect to letter of credit, bankers
acceptances and similar instruments issued for the account of such Person; (h)
any Guaranty (except items of shareholders' equity or Equity Interests or
surplus or general contingency or deferred tax reserves); (i) any financial
obligation under purchase money mortgages; (j) any obligations under conditional
sales contracts and similar title retention instruments with respect to property
acquired; and (k) any financial obligation of such Person as issuer of Equity
Interests redeemable in whole or in part at the option of a Person other than
such issuer, at a fixed and determinable date or upon the occurrence of an event
not solely within the control of such issuer.

         "Indentures" shall mean, collectively, the 1992 Indenture and the 1998
Indenture; and "Indenture" shall mean any one of the foregoing Indentures.

                                       24

<PAGE>

         "Interest Coverage Ratio" shall mean, on any calculation date, for the
Borrower and its Consolidated Subsidiaries, on a consolidated basis, the ratio
of (a) EBIT to (b) consolidated interest expense, including non-capitalized
interest and the interest component of Capitalized Lease Obligations, in each
case as determined for the immediately preceding twelve (12) month period.

         "Interest Rate Basis" shall mean the Base Rate or the Eurodollar Basis,
as appropriate.

         "Interest Rate Margin" shall mean (a) two and one-quarter percent
(2.25%) per annum with respect to Eurodollar Advances, and (b) three-quarters of
one percent (0.75%) per annum with respect to Base Rate Advances.

         "Inventory" shall mean all goods, merchandise and other personal
property owned and held for sale, and all raw materials, work or goods in
process, materials and supplies of every nature which contribute to the finished
products of any Person in the ordinary course of its business.

         "Investment" shall mean, with respect to any Person, any loan, advance
or extension of credit by such Person to, or any Guaranty with respect to the
Equity Interests, Funded Debt or other obligations of, or any contributions to
the capital of, any other Person, or any ownership, purchase or other
acquisition by such Person of any Equity Interests of any other Person, other
than any Acquisition.

         "Issuing Banks" shall mean Wachovia Bank, National Association, and any
other Person who hereafter may be designated as an Issuing Bank pursuant to an
Assignment and Acceptance or otherwise; and "Issuing Bank" shall mean any one of
the foregoing.

         "Lender Group" shall mean, collectively, the Administrative Agent, the
Issuing Banks and the Lenders.

         "Lenders" shall mean those lenders whose names are set forth on the
signature pages to this Agreement under the heading "Lenders" and any assignees
of the Lenders who hereafter become parties hereto pursuant to and in accordance
with Section 11.5; and "Lender" shall mean any one of the foregoing Lenders.

         "Letter of Credit Commitment" shall mean, with respect to any Issuing
Bank, the obligation of such Issuing Bank to issue Letters of Credit for the
account of the Borrower from time to time in an aggregate face amount not to
exceed the amount set forth on Schedule 4 or any applicable Assignment and
Acceptance.

         "Letter of Credit Obligations" shall mean, at any time, the sum of (a)
an amount equal to one hundred percent (100%) of the aggregate undrawn and
unexpired amount (including the amount to which any such Letter of Credit can be
reinstated pursuant to the terms of this Agreement) of the then outstanding
Letters of Credit, plus (b) an amount

                                       25

<PAGE>

equal to one hundred percent (100%) of the aggregate drawn, but unreimbursed
drawings of any Letters of Credit.

         "Letter of Credit Reserve Account" shall mean any account maintained by
the Administrative Agent, for the benefit of any Issuing Bank, the proceeds of
which shall be applied as provided in Section 9.2(d).

         "Letters of Credit" shall mean either Standby Letters of Credit or
Commercial Letters of Credit issued by Issuing Banks on behalf of the Borrower
from time to time in accordance with Section 2.15, and shall include the
Existing Letters of Credit; provided, however, that Letters of Credit shall not
include any of the Non-Participated Letters of Credit.

         "Leviton" shall mean Leviton Manufacturing Co., Inc., a Delaware
corporation.

         "Lien" shall mean, with respect to any property, any mortgage, lien,
pledge, assignment, charge, security interest, title retention agreement, levy,
execution, seizure, attachment, garnishment, or other encumbrance of any kind in
respect of such property, whether or not choate, vested, or perfected.

         "Liquidity" shall mean, as of any date, the sum of (a) Total
Availability, plus (b) the aggregate amount of unrestricted cash in Dollars and
Cash Equivalents (excluding any Availability Cash Collateral and any Net Cash
Proceeds of the Senior Notes (2013) and the Refinancing Notes, if any, whether
or not held in the Refinancing Notes Escrow Agreement) held by the Borrower
Parties on such date.

         "Liquidity Availability Block" shall mean at any time after the Senior
Notes (2004) and the Senior Notes (2006) shall have been retired, refinanced or
defeased in full and Liquidity shall be less than $100,000,000, an amount equal
to $35,000,000; and (b) at all other times, zero.

         "Loan Account" shall mean an account with respect to the Loans and
interest thereon.

         "Loan Documents" shall mean this Agreement, any Revolving Loan Notes,
the Security Documents, the Blocked Account Agreements, the Fee Letter, the
Environmental Indemnity Agreement, if any, any Subordination Agreement, the
Refinancing Notes Escrow Agreement, if any, all reimbursement agreements
relating to Letters of Credit issued hereunder, all legal opinions or reliance
letters issued by counsel to the Borrower in connection herewith, all Requests
for Advance, all Requests for Issuance of Letters of Credit, all Borrowing Base
Certificates, and all Compliance Certificates; provided, however, that
notwithstanding the foregoing, none of the Bank Product Documents, Hedge
Agreements or Non-Participated Letters of Credit (or reimbursement agreements
relating thereto) shall be deemed to constitute Loan Documents.

                                       26

<PAGE>

         "Loans" shall mean, collectively, the Revolving Loans, the Swing Loans
and the Agent Advances.

         "Majority Lenders" shall mean (a) as of any date of calculation prior
to the termination of the Revolving Loan Commitments, Lenders the sum of whose
Revolving Commitment Ratios of the Revolving Loan Commitments on such date of
calculation equals or exceeds fifty-one percent (51%) of the sum of the
Revolving Loan Commitments outstanding on such date of calculation, or (b) as of
any date of calculation after termination of the Revolving Loan Commitments,
Lenders the total of whose Revolving Loans outstanding plus participation
interests in Letter of Credit Obligations, Swing Loans and Agent Advances
outstanding, as applicable, on such date of calculation equals or exceeds
fifty-one percent (51%) of the total principal amount of the Revolving Loans,
Swing Loans and Agent Advances outstanding plus Letters of Credit Obligations as
of such date of calculation.

         "Material Contracts" shall mean, collectively, (a) the Material
Financing Agreements, and (b) all other contracts, leases, instruments,
guaranties, licenses or other arrangements (other than any of the Loan
Documents), to which any of the Borrower Parties is or becomes a party as to
which the breach, nonperformance, cancellation or failure to renew by any party
thereto could have a Materially Adverse Effect. In no event, however, shall the
term Material Contract include any employee benefit plan, within the meaning of
Section 3(3) of ERISA, maintained for employees of the Borrower or any of its
ERISA Affiliates.

         "Material Financing Agreements" shall mean, individually and
collectively, the Canadian Credit Agreement, the Indentures, the Refinancing
Notes Documents and any other material agreement the primary purpose of which is
to provide financing for any of the Borrower Parties.

         "Materially Adverse Effect" shall mean any materially adverse effect
(a) upon the business, assets, liabilities, condition (financial or otherwise),
prospects, or results of operations of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or (b) upon the ability of the Borrower Parties
taken as a whole to perform under this Agreement or any other Loan Document to
which it is a party, or (c) upon the rights, benefits or interests of the Lender
Group, or any of them, in or to this Agreement, any other Loan Document or the
Collateral.

         "Maturity Date" shall mean May 31, 2006, or such earlier date as
payment of the Loans shall be due (whether by acceleration or otherwise).

         "Maximum Revolver Amount" shall mean $175,000,000.

         "Moody's" shall mean Moody's Investor Service, Inc.

                                       27

<PAGE>

         "Mortgage" shall mean any mortgage, deed of trust or deed to secure
debt entered into between the Borrower and the Administrative Agent, for the
benefit of the Lender Group, with respect to the Real Property Collateral
pursuant to the requirements set forth in Section 6.21.

         "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

         "Necessary Authorizations" shall mean all material authorizations,
consents, permits, approvals, licenses, and exemptions from, and all material
filings and registrations with, and all material reports to, any Governmental
Authority whether federal, state, local, and all agencies thereof, which are
required for the conduct of the businesses and the ownership (or lease) of the
properties and assets of the Borrower Parties.

         "Negative Pledge Agreement" shall mean that certain Negative Pledge
Agreement of even date herewith among the Non-Material Subsidiaries, the Foreign
Subsidiaries and the Administrative Agent for the benefit of the Lender Group,
substantially in the form of Exhibit N.

         "Net Availability Block" shall mean, at any particular time, an amount
equal to the greater of (a) the result of (i) any Availability Block then in
effect, minus (ii) the amount of any Availability Cash Collateral, minus (iii)
the aggregate amount then subject to the Refinancing Notes Escrow Agreement, and
(b) zero (0); provided, however, so long as no Default or Event of Default shall
then exist or be caused thereby, the amount of the Net Availability Block shall
be deemed to be zero (0) solely for purposes of calculating Total Availability
with respect to (x) the making of any Advance the proceeds of which shall be
used to repay in full the Senior Notes (2004) or the Senior Notes (2006) at the
maturity thereof and (y) the determination of whether the Borrower has
sufficient Liquidity to permit payment of the Senior Notes (2004) and the Senior
Notes (2006) pursuant to Section 8.4.

         "Net Cash Proceeds" shall mean, with respect to any sale, lease,
transfer, casualty loss or other disposition or loss of assets by any Borrower
Party or any issuance by any Borrower Party of any Equity Interests or the
incurrence by any Borrower Party of any Funded Debt (other than the
Obligations), the aggregate amount of cash received for such assets or Equity
Interests, or as a result of such Funded Debt, net of reasonable and customary
transaction costs properly attributable to such transaction and payable by such
Borrower Party in connection with such sale, lease, transfer or other
disposition of assets or the issuance of any Equity Interests or the incurrence
of any Funded Debt, including without limitation, sales commissions and
underwriting discounts, all of which shall be set forth in a reasonably detailed
calculation showing all deductions from gross proceeds in order to arrive at Net
Cash Proceeds, as well as amounts used or reserved for the purchase of
Acceptable Replacement Equipment, if applicable.

                                       28

<PAGE>

         "1992 Indenture" means that certain Indenture dated as of January 15,
1992, between the Borrower and Morgan Guaranty Trust Company of New York, as
trustee, as amended by that First Supplemental Indenture dated as of July 28,
1992, between the Borrower and Morgan Guaranty Trust Company of New York, as
trustee, as further amended by that certain Second Supplemental Indenture dated
as of February 10, 1998, between the Borrower and The Chase Manhattan Bank, as
trustee, as further amended by that certain Third Supplemental Indenture dated
as of May 7, 1998, between the Borrower and The Chase Manhattan Bank, as
trustee.

         "1998 Indenture" means that certain Trust Indenture dated as of August
1, 1998, between the Borrower and The Bank of New York, as trustee, as amended
by that Supplemental Indenture No. 1 dated as of February 5, 1999, between the
Borrower and The Bank of New York, as trustee, as further amended by that
certain Supplemental Indenture No. 2 dated as of May 27, 2003, between the
Borrower and The Bank of New York, as trustee.

         "Non-Material Subsidiaries" shall mean, collectively, (a) the Special
Purpose Subsidiary, (b) TB Acquisition Corp., a Delaware corporation, (c) Thomas
& Betts Mexico, L.L.C., a Delaware limited liability company, and (d) Dutch
L.P., Inc., a Delaware corporation; and "Non-Material Subsidiary" shall mean any
one of the foregoing Non-Material Subsidiaries.

         "Non-Participated Letters of Credit" shall mean either Standby Letters
of Credit or Commercial Letters of Credit issued by any financial institution
for the account of the Borrower from time to time in the ordinary course of its
business, other than Letters of Credit issued by any Issuing Bank, in such
capacity and not individually, pursuant to the terms of this Agreement.

         "Notice of Conversion/Continuation" shall mean a notice in
substantially the form of Exhibit O.

         "Obligations" shall mean (a) all payment and performance obligations as
existing from time to time of the Borrower Parties to the Lender Group under
this Agreement and the other Loan Documents (including all Letter of Credit
Obligations and including any interest, fees and expenses that, but for the
provisions of the Bankruptcy Code, would have accrued), or as a result of making
the Loans or issuing the Letters of Credit, (b) the obligation to pay an amount
equal to the amount of any and all damages which the Lender Group, or any of
them, may suffer by reason of a breach by any Borrower Party of any obligation,
covenant, or undertaking with respect to this Agreement or any other Loan
Document, (c) any debts, liabilities and obligations as existing from time to
time of any Borrower Party to the Administrative Agent (or an Affiliate of the
Administrative Agent) arising from or in connection with any Bank Products, and
(d) any debts, liabilities and obligations as existing from time to time of any
Borrower Party to the Administrative Agent (or an Affiliate of the
Administrative Agent) or any Lender, as applicable, arising from or in
connection with any Hedge Agreement.

                                       29

<PAGE>

         "OLV" shall mean as to any particular asset, the value that is
estimated to be recoverable in an orderly liquidation thereof, as determined
from time to time by a qualified appraiser selected by the Administrative Agent.

         "Overadvance" shall mean the amount, if any, by which the amount of the
Aggregate Revolving Credit Obligations exceeds Total Availability or any other
applicable limitation set forth in this Agreement (including, without
limitation, the limitation on Swing Loans, Agent Advances and Letters of
Credit).

         "Participant" shall mean a bank or other entity to which any Lender
shall have sold a participation in all or a portion of such Lender's rights
and/or obligations under this Agreement pursuant to Section 11.5(d).

         "Payment Date" shall mean the last day of each Eurodollar Advance
Period for a Eurodollar Advance.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

         "Permitted Acquisitions" shall mean Acquisitions made by the Borrower
Parties, subject to compliance with Section 6.20, of assets located in the
continental United States or Puerto Rico and reasonably related to, or
reasonably complementary to, the Borrower Parties' business as currently
conducted, or of Persons organized under the laws of the United States or any
state thereof or the District of Columbia that are engaged in such business,
provided that (a) the Borrower shall deliver to the Administrative Agent, at
least fifteen (15) days prior to the closing of any proposed Acquisition, a
Compliance Certificate setting forth calculations demonstrating, on a pro forma
basis, that (i) the Borrower shall be in compliance with the Financial Covenants
immediately before and after giving effect to the closing of such Acquisition,
and (ii) that Liquidity immediately before and after giving effect to the
closing of such Acquisition shall be not less than $100,000,000, and (b) no
Default or Event of Default shall then exist or be caused thereby.

         "Permitted Discretion" shall mean a determination made in the exercise
of reasonable (from the perspective of a secured asset-based lender) business
judgment.

         "Permitted Foreign Credit Facility" shall mean, collectively, any loans
or credit facilities entered into by one or more of the Foreign Subsidiaries for
purposes of funding their respective working capital needs and having an
aggregate principal amount outstanding for all such loans and credit facilities
not to exceed $15,000,000 during the term of this Agreement.

         "Permitted Foreign Investments" shall mean, collectively, Investments
by the Borrower Parties in the Foreign Subsidiaries (a) so long as no Default or
Event of Default then exists or would be caused thereby, constituting Capital
Expenditures (or cash

                                       30
<PAGE>

payments to fund Capital Expenditures) in an aggregate amount not to exceed
during any fiscal year an amount equal to fifty percent (50%) of the lesser of
(i) the amount available for Capital Expenditures pursuant to Section 8.8(e)
during such fiscal year and (ii) the aggregate amount of Capital Expenditures
actually made by the Borrower Parties during such fiscal year; (b) so long as no
Default or Event of Default then exists or would be caused thereby, in the form
of capital contributions in a net amount not to exceed in the aggregate (i)
$5,000,000 to Thomas & Betts Gyarto Kft., and (ii) $5,000,000 to Thomas & Betts
Asia (Singapore) Pte. Ltd.; and (c) in the form of Subsidiary Debt Conversions
which may be effectuated through wire transfers of funds to and from affected
Subsidiaries if required by applicable local law, in an amount not to exceed the
amount of the Indebtedness to be settled by the applicable Borrower Party, so
long as (i) the net amount of such transfers at the end of each third (3rd)
Business Day shall be zero (0) to the extent that the amount of all such
transferred funds shall not exceed in the aggregate $10,000,000 at any time
outstanding without the consent of the Administrative Agent, or (ii) in the
event the net amount of such transfers shall not be zero (0) at the end of any
Business Day, (A) the amount of all such transferred funds shall not exceed in
the aggregate $10,000,000 at any time outstanding without the consent of the
Administrative Agent, and (B) the period beginning on the date of each such
transfer of funds by such Borrower Party and ending on the date that immediately
available funds in like amount are received back by such Borrower Party shall
not be greater than twenty-one (21) calendar days, provided that, in the case of
any Subsidiary Debt Conversions exceeding the $10,000,000 thresholds in the
foregoing clause (c), the Borrower shall provide prior written notice to the
Administrative Agent, including details of such proposed transfers, and consult
with the Administrative Agent with respect thereto.

         "Permitted Liens" shall mean, as applied to any Person:

         (a)      Any Lien in favor of the Administrative Agent or any other
member of the Lender Group given to secure the Obligations;

         (b)      (i) Liens on real estate for real estate taxes not yet
delinquent or the non-payment of which is being diligently contested in good
faith by appropriate proceedings and (ii) Liens for taxes, assessments,
judgments, governmental charges or levies, or claims not yet delinquent or the
non-payment of which is being diligently contested in good faith by appropriate
proceedings;

         (c)      Liens arising by operation of law in favor of carriers,
warehousemen, mechanics, laborers, suppliers, workers and materialmen incurred
in the ordinary course of business and not in connection with the borrowing of
money;

         (d)      Liens incurred in the ordinary course of business in
connection with worker's compensation and unemployment insurance or other types
of social security benefits;

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<PAGE>

         (e)      Easements, rights-of-way, restrictions (including zoning or
deed restrictions), and other similar encumbrances on the use of Real Property
which do not interfere with the ordinary conduct of the business of such Person;

         (f)      Purchase Money Liens securing Indebtedness of the Borrower in
an aggregate amount not to exceed $20,000,000 at any one time outstanding;

         (g)      Deposits to secure the performance of bids, trade contracts,
tenders, sales, leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

         (h)      Liens on assets of the Borrower existing as of the Agreement
Date which are set forth on Schedule 5, including, without limitation, Liens
securing the VRDB Obligations, provided that any such Liens relating to the Real
Property Collateral (unless otherwise permitted under clause (j) below) shall
only be permitted so long as the Real Property Availability is not included in
the calculation of the Fixed Asset Borrowing Base;

         (i)      Liens on cash collateral securing Non-Participated Letters of
Credit outstanding as of the Agreement Date in an aggregate amount with respect
to each such Non-Participated Letter of Credit equal to one hundred and five
(105%) of the face amount thereof;

         (j)      If the Real Property Availability has been included in the
calculation of the Fixed Asset Borrowing Base, with respect to the Real Property
Collateral, Liens that are exceptions to the commitments for title insurance
issued in connection with the Mortgage related thereto, which exceptions have
been accepted by the Administrative Agent in its sole discretion;

         (k)      Liens on the assets of the Foreign Subsidiaries given to
secure Indebtedness outstanding under any Permitted Foreign Credit Facility;

         (l)      Liens existing on any specific fixed asset of any Person at
the time such Person becomes a Subsidiary of the Borrower and not created in
contemplation of such event;

         (m)      Liens on any specific fixed asset of any Person at the time
such Person is merged or consolidated with or into the Borrower or one of its
Subsidiaries and not created in contemplation of such event;

         (n)      Liens existing on any specific fixed asset prior to the
acquisition thereof by the Borrower or any of its Subsidiaries and not created
in contemplation of such acquisition;

         (o)      Liens incidental to the conduct of the business of the
Borrower and its

                                       32

<PAGE>

Subsidiaries or the ownership of their respective assets which (i) do not secure
Funded Debt and (ii) do not, in the aggregate, materially detract from the value
of their respective assets or materially impair the use thereof in the operation
of their respective businesses;

         (p)      Liens on any "margin security" or "margin stock" as defined in
Regulation T, U, and X of the Board of Governors of the Federal Reserve System;
and

         (q)      Liens on cash collateral securing Indebtedness permitted under
Section 8.1(o) in an aggregate amount not to exceed $2,000,000.

         "Person" shall mean an individual, corporation, partnership, trust,
joint stock company, limited liability company, unincorporated organization,
other legal entity or joint venture or a government or any agency or political
subdivision thereof.

         "Plan" shall mean the Thomas & Betts Pension Plan, the Thomas & Betts
Corporation Pension Plan for Bargaining Unit Employees, the Thomas & Betts
Corporation Employees' Investment Plan, and any other "pension plan" (within the
meaning of Section 3(3) of ERISA) that is a tax-qualified plan under Section 401
of the Code which the Borrower or any of its ERISA Affiliates adopts, maintains,
or joins.

         "Pledge Agreements" shall mean, collectively, (a) the Canadian Pledge
Agreement, and (b) the European Pledge Agreement.

         "Pledged Subsidiaries" shall mean, collectively, (a) Thomas & Betts,
Limited (Canada), a company organized under the laws of Canada, and (b) Kaufel
Europe BV, a company organized under the laws of The Netherlands.

         "Pro Rata Share" shall have the meaning set forth in Section 3.1(m).

         "Prohibited Transaction" shall have the meaning set forth in Section
4975 of the Code or Section 406 of ERISA; provided, however, that the term
"Prohibited Transaction" shall not include (a) a transaction for which a
statutory, administrative or regulatory exemption is available, or (b) a
transaction which, individually or in the aggregate with other transactions
which would be Prohibited Transactions but for this subsection (b), would have a
Materially Adverse Effect.

         "Purchase Money Lien" shall mean any Lien granted by the Borrower or
any of its Subsidiaries from time to time to vendors or financiers of Equipment
to secure the payment of the purchase price thereof so long as such Lien (a)
extends only to the specific Equipment so purchased, (b) secures only such
deferred payment obligation and related interest, fees and charges and no other
Indebtedness, and (c) is promptly released upon the payment in full of such
purchase price and related interest, fees and charges.

         "Real Property" means any estates or interests in real property now
owned or hereafter acquired by any of the Borrower Parties and the improvements
thereto.

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<PAGE>

         "Real Property Availability" shall mean, as of any particular date with
respect to the Real Property Collateral, (a) $9,100,000, minus (b) the amount of
any amortization applicable to the Real Property Collateral determined on a five
(5) year straight-line basis from the Agreement Date to Anniversary Date
immediately preceding the date of determination.

         "Real Property Collateral" shall mean the parcel or parcels of Real
Property owned by the Borrower and located at 442 E. Stonewall Road, Byhalia,
Mississippi.

         "Refinancing Notes" shall mean debt securities issued by the Borrower
after the Agreement Date in an aggregate principal amount not to exceed
$150,000,000, solely in connection with the refinancing and replacement of the
Senior Notes (2006), upon the Borrower's demonstration to the Administrative
Agent of pro forma compliance with this Agreement through the Maturity Date,
which securities shall be issued on terms and conditions reasonably acceptable
to the Administrative Agent or the Majority Lenders.

         "Refinancing Notes Documents" shall mean, collectively, the Refinancing
Notes, any indenture issued with respect to the Refinancing Notes and any other
agreements, documents or instruments with respect thereto, in each case, in form
and substance reasonably satisfactory to the Administrative Agent or the
Majority Lenders.

         "Refinancing Notes Escrow Agreement" shall mean that certain Escrow
Agreement entered into after the Agreement Date, among the Borrower, an escrow
agent reasonably satisfactory to the Administrative Agent, and the
Administrative Agent, in form and substance satisfactory to the Administrative
Agent, with respect to Net Cash Proceeds received by the Borrower from the
issuance of the Senior Notes (2013) and the Refinancing Notes, if any, pursuant
to which the escrow agent shall hold such Net Cash Proceeds in trust for the
benefit of the holders of the Senior Notes (2004) and the Senior Notes (2006),
as applicable.

         "Register" shall have the meaning set forth in Section 11.5 (c).

         "Reimbursement Obligations" shall mean the payment obligations of the
Borrower under Section 2.15(d).

         "Replacement Event" shall have the meaning set forth in Section 11.16.

         "Replacement Lender" shall have the meaning set forth in Section 11.16.

         "Reportable Event" shall have the meaning set forth in Section 4043(c)
of ERISA and the regulations thereunder, but shall not include any event with
respect to which the notice requirement is waived pursuant to regulations issued
under Section 4043 of ERISA.

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<PAGE>

         "Request for Advance" shall mean any certificate signed by an
Authorized Signatory of the Borrower requesting an Advance hereunder which will
increase the aggregate amount of the Revolving Loans outstanding, which
certificate shall be denominated a "Request for Advance," and shall be in
substantially the form of Exhibit P, and shall, among other things, specify the
date of the Advance, which shall be a Business Day, the amount of the Advance,
and the type of Advance.

         "Request for Issuance of Letter of Credit" shall mean any certificate
signed by an Authorized Signatory of the Borrower requesting that an Issuing
Bank issue a Letter of Credit hereunder, which certificate shall be in
substantially the form of Exhibit Q, and shall, among other things, (a) specify
that the requested Letter of Credit is either a Commercial Letter of Credit or a
Standby Letter of Credit, (b) the stated amount of the Letter of Credit (which
shall be in Dollars), (c) the effective date (which shall be a Business Day) for
the issuance of such Letter of Credit, (d) the date on which such Letter of
Credit is to expire (which shall be a Business Day and which shall be subject to
Section 2.15(a)), (e) the Person for whose benefit such Letter of Credit is to
be issued, (f) other relevant terms of such Letter of Credit, and (g) the
Available Letter of Credit Amount as of the scheduled date of issuance of such
Letter of Credit.

         "Required Lenders" shall mean (a) as of any date of calculation prior
to the termination of the Revolving Loan Commitments, Lenders the sum of whose
Revolving Commitment Ratios of the Revolving Loan Commitments on such date of
calculation equals or exceeds sixty-six and two-thirds percent (66-2/3%) of the
sum of the Revolving Loan Commitments outstanding on such date of calculation,
or (b) as of any date of calculation after termination of the Revolving Loan
Commitments, Lenders the total of whose Revolving Loans outstanding plus
participation interests in Letter of Credit Obligations, Swing Loans and Agent
Advances outstanding, as applicable, on such date of calculation equals or
exceeds sixty-six and two-thirds percent (66-2/3%) of the total principal amount
of the Revolving Loans, Swing Loans and Agent Advances outstanding plus Letters
of Credit Obligations as of such date of calculation.

         "Reserves" shall mean, collectively, (a) reserves equal to the sum of
(i) an amount equal to the amount of any unstayed judgments or judgments not
entered on the general execution docket of the applicable jurisdiction (other
than any judgments fully covered (except for customary deductibles or copayments
not to exceed $5,000,000 in the aggregate) by insurance as to which the
insurance company has acknowledged coverage) which together with the amounts
referred to in the immediately succeeding item (ii) are in excess of $1,000,000
in the aggregate (including post-judgment interest thereon and any applicable
deductibles or co-payments) and (ii) any unpaid amounts due under any settlement
agreements with respect to any litigation, arbitration, or administrative
proceeding involving any Borrower Party (other than any amounts fully covered
(except for customary deductibles or copayments not to exceed $5,000,000 in the
aggregate) by insurance as to which the insurance company has acknowledged
coverage) which together with the amounts referred to in the immediately
preceding item (i) are in excess

                                       35

<PAGE>

of $1,000,000 in the aggregate (and any applicable deductibles or co-payments),
(b) reserves against the Real Property Availability in the amount of $75,000 to
the extent the Borrower shall not have provided a Phase II environmental report
with respect to the Real Property Collateral to the Administrative Agent, (c)
reserves established by the Administrative Agent with respect to the Borrower's
"ship and debit" and "volume incentive discount" programs, (d) at any time that
Liquidity shall be less than $100,000,000, the Swaps Risk Reserve, and (e) such
other reserves as the Administrative Agent may, or at the direction of the
Required Lenders will, establish from time to time in the exercise of its
Permitted Discretion.

         "Restricted Payment" shall mean (a) Dividends, (b) any payment of
management, consulting or similar fees payable by any Borrower Party to an
Affiliate, (c) any payment prior to the scheduled maturity of any Funded Debt of
any Borrower Party (other than the Obligations, any Subordinated Debt or in
respect of any Senior Notes or any Refinancing Notes), or (d) any payment of
principal or interest on any Subordinated Debt.

         "Restricted Purchase" shall mean any cash payment on account of the
purchase, redemption, or other acquisition or retirement of any shares of Equity
Interests of any Borrower Party.

         "Revolving Commitment Ratio" shall mean, with respect to any Lender,
the ratio, expressed as a percentage, of (a) the Revolving Loan Commitments of
such Lender, divided by (b) the aggregate Revolving Loan Commitments of all
Lenders, which, as of the Agreement Date, are set forth (together with Dollar
amounts thereof) on Schedule 4; and "Revolving Commitment Ratios" shall mean,
collectively, the Revolving Commitment Ratio of each Lender.

         "Revolving Loan Commitments" shall mean, collectively, the Fixed Asset
Commitment and the Current Asset Commitment.

         "Revolving Loan Notes" shall mean, collectively, the Fixed Asset Notes
and the Current Asset Notes.

         "Revolving Loans" shall mean, collectively, the Fixed Asset Loans and
the Current Asset Loans.

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar Federal law then in force.

         "Securitization Facility" shall mean the facility through which the
Special Purpose Subsidiary sells accounts receivable pursuant to the terms and
conditions of the Receivables Purchase Agreement, the Receivables Contribution
Agreement, the Receivables Transfer Agreement, the Liquidity Agreement and all
other notices, reports, instruments, documents and agreements executed and
delivered by the parties to the Securitization Facility in connection therewith.

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<PAGE>

         "Security Agreement" shall mean that certain Security Agreement of even
date herewith among the Borrower Parties and the Administrative Agent for the
benefit of the Lender Group, in substantially the form of Exhibit R.

         "Security Documents" shall mean, collectively, the Pledge Agreements,
the Security Agreement, the Fixed Asset Security Agreement, the Airplane
Security Agreement, the Negative Pledge Agreement, any Mortgage, the
Environmental Indemnity Agreement, if any, any Subordination Agreement, any
security agreement relating to the Cash Collateral Account, all UCC-1 financing
statements and any other document, instrument or agreement granting Collateral
for all or any portion of the Obligations.

         "Senior Notes" shall mean, collectively, the Senior Notes (2004), the
Senior Notes (2006), the Senior Notes (2008), the Senior Notes (2009) and the
Senior Notes (2013).

         "Senior Notes (2004)" shall mean the 8.25% Notes due January 15, 2004
issued by the Borrower on January 22, 1992, in an aggregate original principal
amount of $125,000,000, pursuant to the terms and conditions of the 1992
Indenture.

         "Senior Notes (2006)" shall mean the 6.50% Notes due January 15, 2006
issued by the Borrower on January 25, 1996, in an aggregate original principal
amount of $150,000,000, pursuant to the terms and conditions of the 1992
Indenture.

         "Senior Notes (2008)" shall mean the 6.625% Notes due May 7, 2008
issued by the Borrower on May 7, 1998, in an aggregate original principal amount
of $115,000,000, pursuant to the terms and conditions of the 1992 Indenture.

         "Senior Notes (2009)" shall mean the 6.39% Notes due February 10, 2009
issued by the Borrower on February 10, 1999, in an aggregate original principal
amount of $150,000,000, pursuant to the terms and conditions of the 1998
Indenture.

         "Senior Notes (2013)" shall mean the 7.25% Notes due June 1, 2013
issued by the Borrower on May 27, 2003, in an aggregate principal amount of
$175,000,000, pursuant to the terms and conditions of the 1998 Indenture.

         "Special Purpose Subsidiary" shall mean TBSPV, Inc., a Delaware
corporation.

         "S&P" shall mean Standard & Poor's Ratings Group, a division of
McGraw-Hill, Inc.

         "Standby Letter of Credit" shall mean a Letter of Credit issued to
support obligations of the Borrower incurred in the ordinary course of its
business, and which is not a Commercial Letter of Credit.

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<PAGE>

         "Subordinated Debt" shall mean any Indebtedness issued by the Borrower
that is subordinated to the Obligations pursuant to documentation in form and
substance reasonably satisfactory to the Administrative Agent.

         "Subordination Agreement" shall mean any subordination agreement or
similar documentation entered into between the Borrower and the Administrative
Agent, for the benefit of the Lender Group, relating to any Subordinated Debt.

         "Subsidiary" shall mean, as applied to any Person, any corporation of
which more than fifty percent (50%) of the outstanding stock (other than
directors' qualifying shares) having ordinary voting power to elect a majority
of its board of directors, regardless of the existence at the time of a right of
the holders of any class or classes of securities of such corporation to
exercise such voting power by reason of the happening of any contingency, or any
partnership or limited liability company of which more than fifty percent (50%)
of the outstanding partnership interests or limited liability company interests,
as applicable, is at the time owned by such Person, or by one or more
Subsidiaries of such Person, or by such Person and one or more Subsidiaries of
such Person.

         "Subsidiary Debt Conversion" shall mean a settlement of intercompany
loans and payables which are owed by and to the Borrower Parties to or by any
Foreign Subsidiary.

         "Swaps Risk Reserve" shall mean mandatory reserves established by the
Administrative Agent in its Permitted Discretion for any Hedge Agreements then
outstanding.

         "Swing Bank" shall mean Wachovia Bank, National Association, or any
other Lender who shall agree with the Administrative Agent and the Borrower to
act as Swing Bank.

         "Swing Loans" shall mean, collectively, the amounts advanced from time
to time by the Swing Bank to the Borrower under the Revolving Loan Commitments
in accordance with Section 2.2(g).

         "Title Insurance Commitment" shall have the meaning set forth in
Section 6.21.

         "Total Availability" shall mean, as of any particular time, the lesser
of (a) the result of (i) the Maximum Revolver Amount, minus (ii) the aggregate
principal amount of all Revolving Loans then outstanding, minus (iii) the
aggregate amount of all Letter of Credit Obligations then outstanding, minus
(iv) the aggregate principal amount of all Swing Loans then outstanding, minus
(v) the aggregate principal amount of all Agent Advances then outstanding, minus
(vi) the Liquidity Availability Block (if applicable) and (b) the sum of (i)
Fixed Asset Availability plus (ii) Current Asset Availability, minus (iii) the
aggregate principal amount of all Swing Loans then outstanding, minus (iv) the

                                       38

<PAGE>

aggregate principal amount of all Agent Advances then outstanding, minus (v) the
Net Availability Block, minus (vi) the Liquidity Availability Block.

         "Total Borrowing Base" shall mean, as of any particular time, the sum
of (a) the Fixed Asset Borrowing Base and (b) the Current Asset Borrowing Base.

         "Uniform Customs" shall mean the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be amended from time to time.

         "Value" shall mean, at any particular date, with respect to any item of
Inventory, the lower of the fair market value of the Inventory and its cost,
valued in accordance with the "First-In, First-Out" method of accounting.

         "Voidable Transfer" shall have the meaning set forth in Section 11.18.

         "VRDB Obligations" shall mean the obligations of the Borrower described
on Schedule 6.

         Section 1.2 Accounting Principles. The classification, character and
amount of all assets, liabilities, capital accounts and reserves and of all
items of income and expense to be determined, and any consolidation or other
accounting computation to be made, and the interpretation of any definition
containing any financial term, pursuant to this Agreement shall be determined
and made in accordance with GAAP consistently applied, unless such principles
are inconsistent with the express requirements of this Agreement. All accounting
terms used herein without definition shall be used as defined under GAAP. All
financial calculations hereunder shall, unless otherwise stated, be determined
for the Borrower on a consolidated basis with its Consolidated Subsidiaries.

         Section 1.3 Other Interpretive Matters. Each definition of an agreement
in this Article 1 shall include such instrument or agreement as amended,
restated, supplemented or otherwise modified from time to time with, if
required, the prior written consent of the Majority Lenders, except as provided
in Section 11.12, and otherwise to the extent permitted under this Agreement and
the other Loan Documents. Except where the context otherwise requires,
definitions imparting the singular shall include the plural and vice versa.
Except where otherwise specifically provided herein, each reference to a
"Section", "Article", "Exhibit" or "Schedule" shall be to a Section or Article
of this Agreement or an Exhibit or Schedule attached hereto. Except where
otherwise specifically restricted, reference to a party to a Loan Document
includes that party and its successors and assigns. An Event of Default, if one
occurs, shall "exist", "continue" or be "continuing" until such Event of Default
has been waived in writing in accordance with Section 11.12. All terms used
herein which are defined in Article 9 of the Uniform Commercial Code in effect
in the State of New York and which are not otherwise defined herein shall have
the same meanings herein as set forth therein.

                                       39

<PAGE>

                                   ARTICLE 2.

                       THE LOANS AND THE LETTERS OF CREDIT

         Section 2.1 Extension of Credit. Subject to the terms and conditions
of, and in reliance upon the representations and warranties made in, this
Agreement and the other Loan Documents, the Lenders agree, severally in
accordance with their respective Revolving Commitment Ratios, and not jointly,
to extend credit to the Borrower in an aggregate principal amount not to exceed
One Hundred Seventy-Five Million Dollars ($175,000,000).

         (a)      The Revolving Loans.

                           (i)      Fixed Asset Loans. The Lenders agree,
         severally in accordance with their respective Revolving Commitment
         Ratios and not jointly, upon the terms and subject to the conditions of
         this Agreement, to advance as Fixed Asset Loans to the Borrower, from
         time to time but prior to the Maturity Date, amounts which do not
         exceed the lesser of (x) Fixed Asset Availability, and (y) Total
         Availability. Subject to the terms and conditions of this Agreement and
         prior to the Maturity Date, Advances under the Fixed Asset Commitment
         may be repaid and reborrowed from time to time on a revolving basis.

                           (ii)     Current Asset Loans. The Lenders agree,
         severally in accordance with their respective Revolving Commitment
         Ratios and not jointly, upon the terms and subject to the conditions of
         this Agreement, to advance as Current Asset Loans to the Borrower, from
         time to time but prior to the Maturity Date, amounts which do not
         exceed the lesser of (x) Current Asset Availability, and (y) Total
         Availability. Subject to the terms and conditions of this Agreement and
         prior to the Maturity Date, Advances under the Current Asset Commitment
         may be repaid and reborrowed from time to time on a revolving basis.

                           (iii)    Advances of the Revolving Loans.
         Notwithstanding anything to the contrary contained in this Agreement or
         any of the other Loan Documents, no Advance of the Current Asset Loans
         may be requested, or deemed requested, by the Borrower at any time when
         Fixed Asset Availability is greater than zero (0). Any Advances made to
         reimburse the Swing Bank pursuant to Section 2.2(g), to reimburse the
         Administrative Agent pursuant to Section 2.2(h) or to reimburse an
         Issuing Bank pursuant to Section 2.15 shall first be made as Fixed
         Asset Loans and, after Fixed Asset Availability reaches zero (0), as
         Current Asset Loans.

         (b)      The Letters of Credit. Subject to the terms and conditions of
this Agreement, each Issuing Bank agrees, severally in accordance with its
Letter of Credit Commitment and not jointly, to issue Letters of Credit for the
account of the Borrower, from time to time but prior to the Maturity Date,
pursuant to Section 2.15 in outstanding

                                       40

<PAGE>

face amounts (i) not to exceed such Issuing Bank's Letter of Credit Commitment,
(ii) not to exceed, together with all other Letter of Credit Obligations then
outstanding, the Aggregate Letter of Credit Commitment, and (iii) not to exceed,
together with all other Aggregate Revolving Credit Obligations then outstanding,
Total Availability. Notwithstanding anything to the contrary contained in this
Agreement or any of the other Loan Documents, no Letter of Credit to be issued
under the Current Asset Commitment may be requested by the Borrower at any time
when the Fixed Asset Availability is greater than zero (0).

         (c)      The Swing Loans. Subject to the terms and conditions of this
Agreement, the Swing Bank, in its sole discretion, may from time to time after
the Agreement Date but prior to the Maturity Date, make Swing Loans to the
Borrower in an amount not to exceed the lesser of (i) Total Availability and
(ii) $10,000,000.

         (d)      Overadvances. If at any time there shall exist an Overadvance,
the amount of such Overadvance shall nevertheless constitute a portion of the
Obligations that are secured by the Collateral and entitled to all benefits
thereof. In no event, however, shall the Borrower have any right whatsoever to
(i) receive any Revolving Loan, (ii) receive any Swing Loan, or (iii) request
the issuance of any Letter of Credit if, before or after giving effect thereto,
there shall exist an Overadvance.

         Section 2.2 Manner of Borrowing and Disbursement of Loans.

         (a)      Choice of Interest Rate, etc. Any Advance of the Revolving
Loans shall, at the option of the Borrower, be made either as a Base Rate
Advance or as a Eurodollar Advance (except for the first two (2) Business Days
after the Agreement Date, during which period each Advance shall bear interest
as a Base Rate Advance); provided, however, that (i) if the Borrower fails to
give the Administrative Agent written notice specifying whether a Eurodollar
Advance is to be repaid, continued or converted on a Payment Date, such Advance
shall be converted to a Base Rate Advance on the Payment Date, and (ii) the
Borrower may not select a Eurodollar Advance (A) with respect to an Advance, the
proceeds of which are to reimburse an Issuing Bank pursuant to Section 2.15, or
(B) if, at the time of such Advance, a Default or an Event of Default has
occurred and is continuing. Any notice given to the Administrative Agent in
connection with a requested Advance hereunder shall be given to the
Administrative Agent prior to 11:00 a.m. (Atlanta, Georgia time) in order for
such Business Day to count toward the minimum number of Business Days required.

         (b)      Base Rate Advances.

                           (i)      Initial and Subsequent Advances. The
         Borrower shall give the Administrative Agent in the case of Base Rate
         Advances irrevocable notice by telephone or telecopy not later than
         11:00 a.m. (Atlanta, Georgia time) on the date of such Base Rate
         Advance and shall confirm any such telephone notice with a written
         Request for Advance; provided, however, that the failure by the
         Borrower

                                       41

<PAGE>

         to confirm any notice by telephone with a written Request for Advance
         shall not invalidate any notice so given.

                           (ii)     Repayments and Conversions. The Borrower may
         (A) repay a Base Rate Advance at any time, or (B) upon at least three
         (3) Business Days' irrevocable prior written notice to the
         Administrative Agent in the form of a Notice of
         Conversion/Continuation, convert all or a portion of the principal
         thereof to one or more Eurodollar Advances. Upon the date indicated by
         the Borrower, such Base Rate Advance shall be so repaid or converted.

                           (iii)    Miscellaneous. Notwithstanding any term or
         provision of this Agreement which may be construed to the contrary,
         each Base Rate Advance (except any Base Rate Advance, the proceeds of
         which are to reimburse an Issuing Bank pursuant to Section 2.15) shall
         be in a principal amount of no less than $5,000,000 and in an integral
         multiple of $1,000,000 in excess thereof, or the remaining amount of
         the applicable Revolving Loan Commitment.

         (c)      Eurodollar Advances.

                           (i)      Initial and Subsequent Advances. The
         Borrower shall give the Administrative Agent in the case of Eurodollar
         Advances at least three (3) Business Days' irrevocable prior notice by
         telephone or telecopy and shall immediately confirm any such telephone
         notice with a written Request for Advance; provided, however, that the
         failure by the Borrower to confirm any notice by telephone with a
         written Request for Advance shall not invalidate any notice so given.

                           (ii)     Repayments, Continuations and Conversions.
         At least three (3) Business Days prior to each Payment Date for a
         Eurodollar Advance, the Borrower shall give the Administrative Agent
         written notice in the form of a Notice of Conversion/Continuation
         specifying whether all or a portion of such Eurodollar Advance
         outstanding on such Payment Date is to be continued in whole or in part
         as one or more new Eurodollar Advances and also specifying the
         Eurodollar Advance Period applicable to each such new Eurodollar
         Advance (and subject to the provisions of this Agreement, upon such
         Payment Date, such Eurodollar Advance shall be so continued ). Upon
         such Payment Date, any Eurodollar Advance (or portion thereof) not so
         continued shall be converted to a Base Rate Advance or, subject to
         Section 2.5, be prepaid or repaid.

                           (iii)    Miscellaneous. Notwithstanding any term or
         provision of this Agreement which may be construed to the contrary,
         each Eurodollar Advance shall be in a principal amount of no less than
         $5,000,000 and in an integral multiple of $1,000,000 in excess thereof,
         and at no time shall the aggregate number of all Eurodollar Advances
         then outstanding exceed five (5).

                                       42

<PAGE>

         (d)      Notification of Lenders. Upon receipt of a (i) Request for
Advance or a telephone or telecopy request for Advance, (ii) notification from
an Issuing Bank that a draw has been made under any Letter of Credit (unless
such Issuing Bank will be reimbursed through the funding of a Swing Loan), (iii)
notification from the Swing Bank with respect to any outstanding Swing Loans
pursuant to Section 2.2(g)(ii), or (iv) notice from the Borrower with respect to
any continuation or conversion of an outstanding Eurodollar Advance prior to the
Payment Date for such Advance, the Administrative Agent shall promptly notify
each Lender by telephone or telecopy of the contents thereof and the amount of
each Lender's portion of any such Advance. Each Lender shall, not later than
2:00 p.m. (Atlanta, Georgia time) on the date specified for the borrowing of an
Advance in such notice, make available to the Administrative Agent at the
Administrative Agent's Office, or at such account as the Administrative Agent
shall designate, the amount of such Lender's portion of the Advance in
immediately available funds.

         (e)      Disbursement. Prior to 3:00 p.m. (Atlanta, Georgia time) on
the date of an Advance hereunder, the Administrative Agent shall, subject to the
satisfaction of the conditions set forth in Article 4, disburse the amounts made
available to the Administrative Agent by the Lenders in like funds by (i)
transferring the amounts so made available by wire transfer to the Concentration
Account or (B) in the case of an Advance the proceeds of which are to reimburse
an Issuing Bank pursuant to Section 2.15, transferring such amounts to such
Issuing Bank. Unless the Administrative Agent shall have received notice from a
Lender prior to 12:00 noon (Atlanta, Georgia time) on the date of any Advance
that such Lender will not make available to the Administrative Agent such
Lender's ratable portion of such Advance, the Administrative Agent may assume
that such Lender has made or will make such portion available to the
Administrative Agent on the date of such Advance and the Administrative Agent
may, in its sole discretion and in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount. If and to the extent such
Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender agrees to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent, (x) for the first
two (2) Business Days, at the Federal Funds Rate on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day by the Federal Reserve Bank of New
York, and (y) thereafter, at the Base Rate. If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lender's portion of the applicable Advance for purposes of this
Agreement. If such Lender does not repay such corresponding amount immediately
upon the Administrative Agent's demand therefor, the Administrative Agent shall
notify the Borrower, and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. If both such Lender and the Borrower shall
pay and repay such corresponding amount, the Administrative Agent shall promptly
relend to the Borrower such corresponding amount.

                                       43

<PAGE>

The failure of any Lender to fund its portion of any Advance shall not relieve
any other Lender of its obligation, if any, hereunder to fund its respective
portion of the Advance on the date of such borrowing, but no Lender shall be
responsible for any such failure of any other Lender. In the event that a Lender
for any reason fails or refuses to fund its portion of an Advance in violation
of this Agreement, then, until such time as such Lender has funded its portion
of such Advance, or all other Lenders have received payment in full (whether by
repayment or prepayment) of the principal and interest due in respect of such
Advance, such non-funding Lender shall not (i) have the right to vote regarding
any issue on which voting is required or advisable under this Agreement or any
other Loan Document and, with respect to any such Lender, the amount of the
Revolving Loan Commitments or Loans, as applicable, held by such Lender shall
not be counted as outstanding for purposes of determining "Majority Lenders" or
"Required Lenders" hereunder, and (ii) be entitled to receive any payments of
principal, interest or fees from the Borrower or the Administrative Agent (or
the other Lenders) in respect of its Loans.

         (f)      Deemed Requests for Advance. Unless payment is otherwise
timely made by the Borrower, the becoming due of any amount required to be paid
under this Agreement or any of the other Loan Documents as principal, interest,
reimbursement obligations in connection with Letters of Credit, fees,
reimbursable expenses or other sums payable under this Agreement or any of the
other Loan Documents shall be deemed irrevocably to be a Request for Advance on
the due date of, and in an aggregate amount required to pay, such principal,
interest, reimbursement obligations in connection with Letters of Credit, fees,
reimbursable expenses or other sums payable under this Agreement or any of the
other Loan Documents, and the proceeds of a Revolving Loan made pursuant thereto
may be disbursed by way of direct payment of the relevant Obligation and shall
bear interest as a Base Rate Advance; provided, however, the Administrative
Agent shall provide the Borrower with prior written notice (which, so long as no
Event of Default then exists, shall be at least five (5) days prior written
notice) before making any such Advance that will be made for the purpose of
paying any Obligations other than principal, interest, reimbursement obligations
in connection with Letters of Credit, premiums or fees. The Lenders shall have
no obligation to the Borrower to honor any deemed Request for Advance under this
Section 2.2(f) unless all conditions set forth in Section 4.2 have been
satisfied, but, with the consent of all Lenders, may do so in their sole
discretion and without regard to the existence of, and without being deemed to
have waived, any Default or Event of Default and without regard to the existence
or creation of an Overadvance or the failure by the Borrower to satisfy any of
the conditions set forth in Section 4.2. No further authorization, direction or
approval by the Borrower shall be required to be given by the Borrower for any
deemed Request for Advance under this Section 2.2(f). Notwithstanding anything
to the contrary contained herein, the Administrative Agent shall notify the
Borrower promptly after the making of any Advance pursuant to a deemed Request
for Advance under this Section 2.2(f).

                                       44

<PAGE>

         (g)      Special Provisions Pertaining to Swing Loans.

                  (i)      The Borrower shall give the Swing Bank written notice
         in the form of a Request for Advance, or notice by telephone followed
         immediately by a written Request for Advance, no later than 11:00 a.m.
         (Atlanta, Georgia time) on the date on which the Borrower wishes to
         receive any Swing Loan, in each case with a copy to the Administrative
         Agent; provided, however, that the failure by the Borrower to confirm
         any notice by telephone with a written Request for Advance shall not
         invalidate any notice so given; provided further, however, that any
         request by the Borrower of a Base Rate Advance under either Revolving
         Loan Commitment shall be deemed to be a request for a Swing Loan unless
         the Borrower specifically requests otherwise. Each Swing Loan shall
         bear interest at the same rate as a Base Rate Advance. If the Swing
         Bank, in its sole discretion, elects to make the requested Swing Loan,
         the Swing Loan shall be made under the applicable Revolving Loan
         Commitment on the date specified in the notice or the Request for
         Advance and such notice or Request for Advance shall specify (A) the
         amount of the requested Swing Loan, and (B) instructions for the
         disbursement of the proceeds of the requested Swing Loan. Each Swing
         Loan shall be subject to all the terms and conditions of this Agreement
         and the other Loan Documents applicable to Revolving Loans, except that
         all payments thereon shall be payable to the Swing Bank solely for its
         own account. The Swing Bank shall have no duty or obligation to make
         any Swing Loans hereunder. The Swing Bank shall not make any Swing
         Loans if (x) the Swing Bank has received written notice from any Lender
         that one or more applicable conditions precedent set forth in Section
         4.2 will not be satisfied on the date of the requested Swing Loan or
         (y) the requested Swing Loan would exceed Total Availability. In the
         event the Swing Bank in its sole and absolute discretion elects to make
         any requested Swing Loan, the Swing Bank shall make the proceeds of
         such Swing Loan available to the Borrower by deposit of Dollars in same
         day funds by wire transfer to the Concentration Account.

                  (ii)     The Swing Bank shall notify the Administrative Agent
         and each Lender no less frequently than weekly, as determined by the
         Administrative Agent, of the principal amount of Swing Loans
         outstanding as of 3:00 p.m. (Atlanta, Georgia time) as of such date and
         each Lender's pro rata share thereof. Each Lender shall before 2:00
         p.m. (Atlanta, Georgia time) on the next Business Day make available to
         the Administrative Agent, in immediate available funds, the amount of
         its pro rata share of such principal amount of Swing Loans outstanding.
         Upon such payment by a Lender, such Lender shall be deemed to have made
         an Advance of the Fixed Asset Loans or Current Asset Loans, as
         applicable, to the Borrower, notwithstanding any failure of the
         Borrower to satisfy the conditions in Section 4.2. The Administrative
         Agent shall use such funds to repay the principal amount of Swing Loans
         to the Swing Bank. Additionally, if at any time any Swing Loans are
         outstanding, any of the events described in clauses

                                       45

<PAGE>

         (g) or (h) of Section 9.1 shall have occurred, then each Lender shall
         automatically upon the occurrence of such event and without any action
         on the part of the Swing Bank, the Borrower, the Administrative Agent
         or the Lenders be deemed to have purchased an undivided participation
         in the principal and interest of all Swing Loans then outstanding in an
         amount equal to such Lender's Revolving Commitment Ratio and each
         Lender shall, notwithstanding such Event of Default, immediately pay to
         the Administrative Agent for the account of the Swing Bank in
         immediately available funds, the amount of such Lender's participation
         (and upon receipt thereof, the Swing Bank shall deliver to such Lender
         a loan participation certificate dated the date of receipt of such
         funds in such amount).

         (h)      Agent Advances.

                  (i)      Subject to the limitations set forth below and
         notwithstanding anything else in this Agreement to the contrary, the
         Administrative Agent is authorized by the Borrower and the Lenders,
         from time to time in the Administrative Agent's sole discretion, (A)
         after the occurrence of a Default or an Event of Default, or (B) at any
         time that any of the other conditions precedent set forth in Article 4
         have not been satisfied, to make advances to the Borrower, on behalf of
         the Lenders, notwithstanding that an Overadvance may exist or would be
         created, in an aggregate principal amount not to exceed (together with
         all other Aggregate Revolving Credit Obligations) the lesser of (x) the
         Maximum Revolver Amount, (y) an amount not greater than $10,000,000 in
         excess of the Total Borrowing Base, and (z) an amount not greater than
         ten percent (10%) of the Total Borrowing Base, which the Administrative
         Agent, in its Permitted Discretion, deems necessary or desirable (1) to
         preserve or protect the Collateral, or any portion thereof, (2) to
         enhance the likelihood of, or maximize the amount of, repayment of the
         Loans and other Obligations, or (3) to pay any other amount chargeable
         to the Borrower pursuant to the terms of this Agreement, including
         costs, fees and expenses as provided under this Agreement (any of such
         advances are herein referred to as "Agent Advances"); provided, that
         the Majority Lenders may at any time revoke the Administrative Agent's
         authorization to make Agent Advances. Any such revocation must be in
         writing and shall become effective prospectively upon the
         Administrative Agent's receipt thereof.

                  (ii)     The Agent Advances shall be secured by the Collateral
         and shall constitute Obligations hereunder. Each Agent Advance shall
         bear interest at the same rate as a Base Rate Advance. Each Agent
         Advance shall be subject to all the terms and conditions of this
         Agreement and the other Loan Documents applicable to Revolving Loans,
         except that all payments thereon shall be payable to the Administrative
         Agent solely for its own account and the making of any Agent Advance
         shall not require the consent of the Borrower. The Administrative Agent
         shall have no duty or obligation to make any Agent Advance hereunder.

                                       46

<PAGE>

                  (iii)    The Administrative Agent shall notify each Lender no
         less frequently than weekly, as determined by the Administrative Agent,
         of the principal amount of Agent Advances outstanding as of 3:00 p.m.
         (Atlanta, Georgia time) as of such date, and each Lender's pro rata
         share (based upon such Lender's Revolving Commitment Ratio) thereof.
         Each Lender shall before 2:00 p.m. (Atlanta, Georgia time) on the next
         Business Day make available to the Administrative Agent, in immediately
         available funds, the amount of its pro rata share of the principal
         amount of Agent Advances outstanding. Upon such payment by a Lender,
         such Lender shall be deemed to have made an Advance of the Fixed Asset
         Loans or Current Asset Loans, as applicable, to the Borrower,
         notwithstanding any failure of the Borrower to satisfy the conditions
         in Section 4.2. The Administrative Agent shall use such funds to repay
         the principal amount of the Agent Advances. Additionally, if at any
         time any Agent Advances are outstanding, any of the events described in
         clauses (g) or (h) of Section 9.1 shall have occurred, then each Lender
         shall automatically, upon the occurrence of such event, and without any
         action on the part of the Administrative Agent, the Borrower or the
         Lenders, be deemed to have purchased an undivided participation in the
         principal and interest of all Agent Advances then outstanding in an
         amount equal to such Lender's Revolving Commitment Ratio and each
         Lender shall, notwithstanding such Event of Default, immediately pay to
         the Administrative Agent in immediately available funds, the amount of
         such Lender's participation (and upon receipt thereof, the
         Administrative Agent shall deliver to such Lender, a loan participation
         certificate dated the date of receipt of such funds in such amount).

         Section 2.3 Interest.

         (a)      On Revolving Loans. Interest on Advances under the Revolving
Loans, subject to Section 2.3(b) and (c), shall be payable as follows:

                  (i)      On Base Rate Advances. Interest on each Base Rate
         Advance shall be computed on the basis of a hypothetical 360-day year
         for the actual number of days elapsed and shall be payable monthly in
         arrears on the first day of each calendar month for the prior calendar
         month, commencing on July 1, 2003. Interest on Base Rate Advances then
         outstanding shall also be due and payable on the Maturity Date.
         Interest shall accrue and be payable on each Base Rate Advance made
         with respect to the Revolving Loans at the simple per annum interest
         rate equal to the sum of (A) the Base Rate, and (B) the applicable
         Interest Rate Margin.

                  (ii)     On Eurodollar Advances. Interest on each Eurodollar
         Advance shall be computed on the basis of a hypothetical 360-day year
         for the actual number of days elapsed and shall be payable in arrears
         on the Payment Date for such Advance. Interest on Eurodollar Advances
         then outstanding shall also be

                                       47

<PAGE>

         due and payable on the Maturity Date. Interest shall accrue and be
         payable on each Eurodollar Advance made with respect to the Revolving
         Loans at the simple per annum interest rate equal to the sum of (A) the
         Eurodollar Basis applicable to such Eurodollar Advance, and (B) the
         applicable Interest Rate Margin.

                  (iii)    If No Notice of Selection of Interest Rate. If the
         Borrower fails to give the Administrative Agent timely notice of its
         selection of a Eurodollar Basis, or if for any reason a determination
         of a Eurodollar Basis for any Advance is not timely concluded, the Base
         Rate shall apply to such Advance. If the Borrower fails to elect to
         continue any Eurodollar Advance then outstanding prior to the last
         Payment Date applicable thereto in accordance with the provisions of
         Section 2.2, as applicable, the Base Rate shall apply to such Advance
         commencing on and after such Payment Date.

         (b)      Upon Default. Upon the request of the Majority Lenders
following the occurrence of an Event of Default, interest on the outstanding
Obligations shall accrue at the Default Rate from the date of such Event of
Default. Interest accruing at the Default Rate shall be payable on demand and in
any event on the Maturity Date and shall accrue until the earliest to occur of
(i) waiver of the applicable Event of Default in accordance with Section 11.12,
(ii) agreement by the Majority Lenders to rescind the charging of interest at
the Default Rate, or (iii) payment in full of the Obligations. The Lenders shall
not be required to (A) accelerate the maturity of the Loans, (B) terminate the
Revolving Loan Commitments, or (C) exercise any other rights or remedies under
the Loan Documents in order to charge interest hereunder at the Default Rate.

         (c)      Computation of Interest. In computing interest on any Advance,
the date of making the Advance shall be included and the date of payment shall
be excluded; provided, however, that if an Advance is repaid on the date that it
is made, one (1) day's interest shall be due with respect to such Advance.

         Section 2.4 Fees.

         (a)      Fee Letter. The Borrower agrees to pay to the Administrative
Agent such fees as are set forth in the Fee Letter.

         (b)      Unused Line Fee. The Borrower agrees to pay to the
Administrative Agent for the account of the Lenders, in accordance with their
respective Revolving Commitment Ratios, an unused line fee on the aggregate
amount by which the Revolving Loan Commitments exceeded the sum of the average
daily amount of Aggregate Revolving Credit Obligations (other than with respect
to any Swing Loans and Agent Advances) for each day from the Agreement Date
through the Maturity Date (or the date of any earlier prepayment in full of the
Obligations), at a rate of 0.625% per annum. Such unused line fee shall be
computed on the basis of a hypothetical year of 360 days for the actual number
of days elapsed, shall be payable in arrears on July 15, 2003, for the
immediately preceding calendar quarter and thereafter shall be payable quarterly
in

                                       48

<PAGE>

arrears on the fifteenth (15th) day of each calendar quarter thereafter for the
immediately preceding calendar quarter, and if then unpaid, on the Maturity Date
(or the date of any earlier prepayment in full of the Obligations), and shall be
fully earned when due and non-refundable when paid.

         (c)      Letter of Credit Fees.

                  (i)      The Borrower shall pay to the Administrative Agent
         for the account of the Lenders, in accordance with their respective
         Revolving Commitment Ratios, a fee on the stated amount of any
         outstanding Letters of Credit for each day from the Date of Issue
         through the Maturity Date (or the date of any earlier prepayment in
         full of the Obligations) at a rate per annum on the amount of the
         Letter of Credit Obligations equal to the applicable Interest Rate
         Margin in effect from time to time with respect to Eurodollar Advances
         under the Revolving Loan Commitments. Such Letter of Credit fee shall
         be computed on the basis of a hypothetical year of 360 days for the
         actual number of days elapsed, shall be payable quarterly in advance
         for each calendar quarter on the fifteenth (15th) day of such quarter,
         commencing on July 15, 2003, and if then unpaid, on the Maturity Date
         (or the date of any earlier prepayment in full of the Obligations), and
         shall be fully earned when due and non-refundable when paid.

                  (ii)     The Borrower shall also pay to each Issuing Bank (A)
         a fronting fee on the stated amount of each Letter of Credit issued by
         such Issuing Bank for each day from the Date of Issue through the
         expiration date of each such Letter of Credit (or any earlier
         prepayment in full of the Obligations) at a rate of one-eighth of one
         percent (0.125%) per annum which fee shall be computed on the basis of
         a hypothetical year of 360 days for the actual number of days elapsed,
         shall be payable quarterly in advance on the fifteenth (15th) day of
         each calendar quarter for such quarter, commencing on July 15, 2003,
         and, if unpaid on the Maturity Date (or any earlier prepayment in full
         of the Obligations) and (B) any reasonable and customary fees charged
         by the Issuing Banks for issuance and administration of such Letters of
         Credit. The foregoing fees shall be fully earned when due, and
         non-refundable when paid.

         (d)      Computation of Fees. In computing any fees payable under this
Section 2.4, the first day of the applicable period shall be included and the
date of payment shall be excluded.

         Section 2.5 Prepayment/Reduction of Commitment.

         (a)      Prepayment of Advances. The principal amount of any Base Rate
Advance may be repaid in full or in part at any time, without penalty; and the
principal amount of any Eurodollar Advance may be prepaid prior to the
applicable Payment Date, upon three (3) Business Days' prior written notice to
the Administrative Agent, provided that the Borrower shall reimburse the Lenders
and the Administrative Agent, on the

                                       49

<PAGE>

earlier of demand and the Maturity Date, for any loss or reasonable
out-of-pocket expense incurred by the Lenders or the Administrative Agent in
connection with such prepayment, as set forth in Section 2.9. Each notice of
prepayment of any Eurodollar Advance shall be irrevocable, and each prepayment
or repayment made under this Section 2.5(a) shall include the accrued interest
on the amount so prepaid. Upon receipt of any notice of prepayment or repayment,
the Administrative Agent shall promptly notify each Lender of the contents
thereof by telephone or telecopy and of such Lender's portion of such prepayment
or repayment. Notwithstanding the foregoing, the Borrower shall not make any
repayment or prepayment of the Revolving Loans unless and until the balance of
the Swing Loans and Agent Advances then outstanding is zero, and the Borrower
shall not make any repayment or prepayment of the Fixed Asset Loans unless and
until the balance of the Current Asset Loans then outstanding is zero. Other
than with respect to amounts required to be applied to the Revolving Loans
pursuant to Section 2.6(b) or Section 6.15, repayments and prepayments of
principal hereunder shall be in minimum amounts of $1,000,000 and integral
multiples of $1,000,000 in excess thereof. Except as provided in Section 2.5(b),
any repayment or prepayment of Advances outstanding under either Revolving Loan
Commitment shall not reduce such Revolving Loan Commitment.

         (b)      Permanent Prepayment or Reduction. The Borrower shall have the
right, at any time and from time to time after the Agreement Date and prior to
the Maturity Date, upon at least three (3) Business Days' prior written notice
to the Administrative Agent, without premium or penalty, to cancel or reduce
permanently all or a portion of the Revolving Loan Commitments on a pro rata
basis among the Lenders in accordance with their respective Revolving Commitment
Ratios, provided that any such partial reductions shall be made in minimum
amounts of $5,000,000 and integral multiples of $1,000,000 in excess thereof and
the aggregate amount of all such partial reductions shall not exceed $60,000,000
during the term of this Agreement. Notwithstanding the foregoing, the Borrower
shall not cancel or reduce permanently (i) the Revolving Loan Commitment to an
amount less than the then outstanding Letter of Credit Obligations, or (ii) any
portion of the Fixed Asset Commitment unless and until amount of the Current
Asset Commitment shall be zero. As of the date of cancellation or reduction set
forth in such notice, the applicable Revolving Loan Commitment shall be
permanently reduced to the amount stated in the Borrower's notice for all
purposes herein, and the Borrower shall pay to the Administrative Agent for the
account of the Lenders the amount necessary to reduce the principal amount of
the applicable type of Revolving Loans then outstanding to not more than the
amount of the applicable Revolving Loan Commitment as so reduced, together with
accrued interest on the amount so prepaid and the unused line fee set forth in
Section 2.4(b) accrued through the date of the reduction with respect to the
amount reduced, and shall reimburse the Administrative Agent and the Lenders for
any loss or out-of-pocket expense incurred by any of them in connection with
such payment as set forth in Section 2.9.

         Section 2.6 Repayment.

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<PAGE>

         (a)      The Revolving Loans. All unpaid principal and accrued interest
on the Revolving Loans shall be due and payable in full on the Maturity Date.

         (b)      Overadvances. In the event that (i) any Lender shall make any
Revolving Loans, (ii) any Issuing Bank shall agree to the issuance of any Letter
of Credit, (iii) the Swing Bank shall make any Swing Loan, or (iv) the
Administrative Agent shall make any Agent Advances, which in any such case gives
rise to an Overadvance, the Borrower shall make, on demand, a payment on the
Obligations to be applied to the Revolving Loans, the Swing Loans, the Agent
Advances and the Letter of Credit Reserve Account, as appropriate, in an
aggregate principal amount equal to such Overadvance. If at any time the
aggregate principal amount of the Fixed Asset Loans exceeds Fixed Asset
Borrowing Base or any other applicable limitation set forth in this Agreement,
the Borrower shall request a Current Asset Loan in the amount of such excess and
if the conditions set forth in Section 4.2 hereof are satisfied, a Current Asset
Loan shall be deemed made in the amount of such excess and used to repay the
Fixed Asset Loans to the extent of such excess. If such Current Asset Loan gives
rise to an Overadvance, the Borrower shall repay such Overadvance as provided in
this Section 2.6(b).

         (c)      Other Obligations. In addition to the foregoing, the Borrower
hereby promises to pay all Obligations, including, without limitation, the
principal amount of the Loans, all Base Rate Advances made pursuant to draws
under the Letters of Credit and all interest and fees on the foregoing, as the
same become due and payable hereunder and, in any event, on the Maturity Date.

         Section 2.7 Revolving Loan Notes; Loan Accounts.

         (a)      The Fixed Asset Loans shall be repayable in accordance with
the terms and provisions set forth herein and, upon request by any Lender, the
Fixed Asset Loans owed to such Lender shall be evidenced by Fixed Asset Notes.
The Current Asset Loans shall be repayable in accordance with the terms and
provisions set forth herein and, upon request by any Lender, the Current Asset
Loans owed to such Lender shall be evidenced by Current Asset Notes. Each type
of Revolving Loan Note shall be payable to the order of each Lender requesting
the same in accordance with such Lender's Revolving Commitment Ratio of the
applicable Revolving Loan Commitment. Any such Revolving Loan Notes shall be
issued by the Borrower to the Lenders and shall be duly executed and delivered
by an Authorized Signatory of the Borrower.

         (b)      The Administrative Agent may open and maintain on its books in
the name of the Borrower a Loan Account. The Administrative Agent shall debit
such Loan Account for the principal amount of each Advance made by it on behalf
of the Lenders, accrued interest thereon, and all other amounts which shall
become due from the Borrower pursuant to this Agreement (including any Swing
Loans and Agent Advances) and shall credit the Loan Account for each payment
which the Borrower shall make in respect to the Obligations. The records of the
Administrative Agent with respect to such

                                       51

<PAGE>

Loan Account shall be conclusive evidence of the Loans and accrued interest
thereon, absent manifest error.

         Section 2.8 Manner of Payment.

         (a)      When Payments Due.

                  (i)      Each payment (including any prepayment) by the
         Borrower on account of the principal of or interest on the Loans, fees,
         and any other amount owed to any member of the Lender Group under this
         Agreement or any of the other Loan Documents shall be made not later
         than 1:00 p.m. (Atlanta, Georgia time) on the date specified for
         payment under this Agreement or any other Loan Document to the
         Administrative Agent at the Administrative Agent's Office, for the
         account of the Lenders, the Issuing Bank or the Administrative Agent,
         as the case may be, in lawful money of the United States of America in
         immediately available funds. Any payment received by the Administrative
         Agent after 1:00 p.m. (Atlanta, Georgia time) shall be deemed received
         on the next Business Day. In the case of a payment for the account of a
         Lender, the Administrative Agent will promptly thereafter distribute
         the amount so received in like funds to such Lender. If the
         Administrative Agent shall not have received any payment from the
         Borrower as and when due, the Administrative Agent will promptly notify
         the Lenders accordingly.

                  (ii)     If any payment under this Agreement or any Revolving
         Loan Note shall be specified to be made upon a day which is not a
         Business Day, it shall be made on the next succeeding day which is a
         Business Day, and such extension of time shall in such case be included
         in computing interest and fees, if any, in connection with such
         payment.

         (b)      No Deduction.

                  (i)      The Borrower agrees to pay principal, interest, fees,
         and all other amounts due hereunder, or under any other Loan Documents,
         Bank Product Documents or Hedge Agreements, without set-off or
         counterclaim or any deduction whatsoever. If the Borrower shall
         hereafter be required by law to deduct any taxes from or in respect of
         any sum payable hereunder, or under any other Loan Documents, Bank
         Product Documents or Hedge Agreements, to any Lender, any Issuing Bank
         or the Administrative Agent, (A) the sum payable shall be increased as
         may be necessary so that after making all required deductions
         (including deductions applicable to additional sums payable under this
         Section 2.8(b)), such Lender, such Issuing Bank or the Administrative
         Agent (as the case may be) receives an amount equal to the sum it would
         have received had no such deductions been made, (B) the Borrower shall
         make such deductions, and (C) the Borrower shall pay the full amount
         deducted to the relevant taxation authority or other authority in
         accordance with Applicable Law.

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<PAGE>

                  (ii)     On or prior to the Agreement Date and on or prior to
         the first Business Day of each calendar year thereafter, each Lender
         which is organized in a jurisdiction other than the United States or a
         political subdivision thereof shall provide each of the Administrative
         Agent and the Borrower with either (a) two (2) properly executed
         originals of Form W-8ECI or Form W-8BEN (or any successor forms)
         prescribed by the Internal Revenue Service or other documents
         satisfactory to the Borrower and the Administrative Agent, as the case
         may be, certifying (i) as to such Lender's status for purposes of
         determining exemption from United States withholding taxes with respect
         to all payments to be made to such Lender hereunder, and under any
         other Loan Documents, Bank Product Documents or Hedge Agreements, or
         (ii) that all payments to be made to such Lender hereunder, and under
         any other Loan Documents, Bank Product Documents or Hedge Agreements,
         are subject to such taxes at a rate reduced to zero by an applicable
         tax treaty, or (b)(i) a certificate executed by such Lender certifying
         that such Lender is not a "bank" and that such Lender qualifies for the
         portfolio interest exemption under Section 881(c) of the Code, and (ii)
         two (2) properly executed originals of Internal Revenue Service Form
         W-8BEN (or any successor form), in each case, certifying such Lender's
         entitlement to an exemption from United States withholding tax with
         respect to payments of interest to be made hereunder, or under any
         other Loan Documents, Bank Product Documents or Hedge Agreements. Each
         such Lender agrees to provide the Administrative Agent and the Borrower
         with new forms prescribed by the Internal Revenue Service upon the
         expiration or obsolescence of any previously delivered form, or after
         the occurrence of any event requiring a change in the most recent forms
         delivered by it to the Administrative Agent and the Borrower.

         Section 2.9 Reimbursement. Whenever any Lender shall sustain or incur
any losses or out-of-pocket expenses in connection with (a) failure by the
Borrower to borrow or continue any Eurodollar Advance, or convert any Advance to
a Eurodollar Advance, in each case, after having given notice of its intention
to do so in accordance with Section 2.2 (whether by reason of the election of
the Borrower not to proceed or the non-fulfillment of any of the conditions set
forth in Article 3), or (b) prepayment of any Eurodollar Advance in whole or in
part for any reason, or (c) failure by the Borrower to prepay any Eurodollar
Advance after giving notice of its intention to prepay such Advance, the
Borrower agrees to pay to such Lender, upon the earlier of such Lender's demand
or the Maturity Date, an amount sufficient to compensate such Lender for all
such losses and out-of-pocket expenses; provided, however, that notwithstanding
the foregoing, the Borrower shall have no obligation to make any such payment in
respect of any such losses or expenses incurred more than one hundred eighty
(180) days prior to its receipt of demand from such Lender. A certificate
indicating the computation of the amount of such losses and out-of-pocket
expenses sustained or increased by any Lender as a result of any event referred
to in this paragraph submitted by such Lender to the Borrower shall be binding
and conclusive, absent manifest error, as to the amount thereof. Losses subject
to reimbursement hereunder shall include, without limitation,

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<PAGE>

expenses incurred by any Lender or any participant of such Lender permitted
hereunder in connection with the re-employment of funds prepaid, repaid, not
borrowed, or paid, as the case may be.

         Section 2.10 Pro Rata Treatment.

         (a)      Advances. Each Advance with respect to the Revolving Loans
from the Lenders under this Agreement shall be made pro rata on the basis of
their respective Revolving Commitment Ratios.

         (b)      Payments. Each payment and prepayment of the principal of the
Revolving Loans and each payment of interest on the Revolving Loans received
from the Borrower shall be made by the Administrative Agent to the Lenders pro
rata on the basis of their respective unpaid principal amounts thereof
outstanding immediately prior to such payment or prepayment (except in cases
when a Lender's right to receive payments is restricted pursuant to Section
2.2(e)). If any Lender shall obtain any payment (whether involuntary, through
the exercise of any right of set-off, or otherwise) on account of the Revolving
Loans in excess of its ratable share of the Revolving Loans under its Revolving
Commitment Ratio (or in violation of any restriction set forth in Section
2.2(e)), such Lender shall forthwith purchase from the other Lenders such
participation in the Revolving Loans made by them as shall be necessary to cause
such purchasing Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery without interest thereon unless
the Lender obligated to repay such amount is required to pay interest. The
Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.10(b) may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

         Section 2.11 Application of Payments.

         (a)      Payments Prior to Event of Default. Prior to the occurrence
and continuance of an Event of Default, all amounts received by the
Administrative Agent from the Borrower (other than payments specifically
earmarked for application to certain principal, interest, fees or expenses
hereunder or payments made pursuant to Section 2.6(b)), shall be distributed by
the Administrative Agent in the following order of priority: FIRST, to pay any
fees, indemnities or expense reimbursements (including any amounts relating to
Bank Products) then due to the Administrative Agent (or any Affiliate of the
Administrative Agent) from the Borrower, SECOND, to the payment of fees and
expenses then due and payable to the Administrative Agent hereunder; THIRD, to
the payment of any fees and expenses then due and payable to the Lenders and the
Issuing Banks hereunder or under any other Loan Documents; FOURTH, to the
payment

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<PAGE>

of interest then due and payable on the Swing Loans, the Agent Advances and the
Revolving Loans; FIFTH, pro rata to the payment of principal then due and
payable on the Swing Loans and the Agent Advances; SIXTH, to the payment of
principal then due and payable on the Current Asset Loans; SEVENTH, pro rata to
(i) the payment of principal then due and payable on the Fixed Asset Loans, and
(ii) the payment of any fees, indemnities or expense reimbursements relating to
Hedge Agreements then due to the Administrative Agent (or any Affiliate of the
Administrative Agent) or any of the Lenders from the Borrower; and EIGHTH, to
the payment of all other Obligations not otherwise referred to in this Section
2.11(a) then due and payable.

         (b)      Payments Subsequent to Event of Default. Subsequent to the
occurrence and during the continuance of an Event of Default, payments and
prepayments with respect to the Obligations made to the Lender Group, or any of
them, or otherwise received by any member of the Lender Group (from realization
on Collateral or otherwise) shall be distributed in the following order of
priority (subject, as applicable, to Section 2.10): FIRST, to the costs and
expenses (including attorneys' fees and expenses), if any, incurred by any
member of the Lender Group in the collection of such amounts under this
Agreement or any other Loan Document, including, without limitation, any costs
incurred in connection with the sale or disposition of any Collateral; SECOND,
to any fees then due and payable to the Administrative Agent under this
Agreement or any other Loan Document; THIRD, pro rata to any fees then due and
payable to the Lenders and the Issuing Banks under this Agreement or any other
Loan Document; FOURTH, pro rata to the payment of interest then due and payable
on the Swing Loans, the Agent Advances and the Revolving Loans; FIFTH, pro rata
to (i) the payment of the principal of the Swing Loans then outstanding and (ii)
the payment of principal of the Agent Advances then outstanding; SIXTH, pro rata
to the payment of principal of the Current Asset Loans then outstanding;
SEVENTH, pro rata to (i) the Letter of Credit Reserve Account to the extent of
one hundred five percent (105%) of any Letter of Credit Obligations then
outstanding which are not supported by a Backup Letter of Credit, (ii) the
payment of any Obligations arising in respect of any Bank Products or Hedge
Agreements, and (iii) to the payment of principal of the Fixed Asset Loans then
outstanding; EIGHTH, to any other Obligations not otherwise referred to in this
Section 2.11(b); NINTH, to damages incurred by any member of the Lender Group by
reason of any breach of this Agreement or of any other Loan Document; and TENTH,
upon satisfaction in full of all Obligations to the Borrower or as otherwise
required by law.

         Section 2.12 Use of Proceeds. The Borrower shall use the aggregate
proceeds of all Loans to fund the Borrower's general operating needs to the
extent not inconsistent with the provisions of this Agreement (including,
without limitation, to finance fees and expenses relating to the transactions
contemplated by this Agreement and the other Loan Documents and to refinance,
under certain circumstances, existing Indebtedness).

         Section 2.13 All Obligations to Constitute One Obligation. All
Obligations shall constitute one general obligation of the Borrower and shall be
secured by the

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<PAGE>

Administrative Agent's security interest (on behalf of, and for the benefit of,
the Lender Group) and Lien upon all of the Collateral, and by all other security
interests and Liens heretofore, now or at any time hereafter granted by any
Borrower Party to the Administrative Agent or any other member of the Lender
Group, to the extent provided in the Security Documents under which such Liens
arise.

         Section 2.14 Maximum Rate of Interest. The Borrower and the Lender
Group hereby agree and stipulate that the only charges imposed upon the Borrower
for the use of money in connection with this Agreement are and shall be the
specific interest and fees described in this Article 2 and in any other Loan
Document. Notwithstanding the foregoing, the Borrower and the Lender Group
further agree and stipulate that all closing fees, agency fees, syndication
fees, facility fees, underwriting fees, default charges, late charges, funding
or "breakage" charges, increased cost charges, attorneys' fees and reimbursement
for costs and expenses paid by any member of the Lender Group to third parties
or for damages incurred by the Lender Group, or any of them, are charges to
compensate the Lender Group for underwriting and administrative services and
costs or losses performed or incurred, and to be performed and incurred, by the
Lender Group in connection with this Agreement and the other Loan Documents and
shall under no circumstances be deemed to be charges for the use of money
pursuant to any Applicable Law. In no event shall the amount of interest and
other charges for the use of money payable under this Agreement exceed the
maximum amounts permissible under any law that a court of competent jurisdiction
shall, in a final determination, deem applicable. The Borrower and the Lender
Group, in executing and delivering this Agreement, intend legally to agree upon
the rate or rates of interest and other charges for the use of money and manner
of payment stated within it; provided, however, that, anything contained herein
to the contrary notwithstanding, if the amount of such interest and other
charges for the use of money or manner of payment exceeds the maximum amount
allowable under Applicable Law, then, ipso facto as of the Agreement Date, the
Borrower is and shall be liable only for the payment of such maximum as allowed
by law, and payment received from the Borrower in excess of such legal maximum,
whenever received, shall be applied to reduce the principal balance of the
Revolving Loans (first to the Current Asset Loans and then to the Fixed Asset
Loans) to the extent of such excess, and any remaining excess shall be returned
to the Borrower.

         Section 2.15 Letters of Credit.

         (a)      Subject to the terms and conditions of this Agreement, each
Issuing Bank, on behalf of the Lenders, and in reliance on the agreements of the
Lenders set forth in Section 2.15(c) below, hereby agrees to issue one or more
Letters of Credit up to an aggregate face amount equal to such Issuing Bank's
Letter of Credit Commitment; provided, however, that, without the consent of the
Lenders, the Issuing Banks shall not issue any Letter of Credit unless the
conditions precedent to the issuance thereof set forth in Section 4.3 have been
satisfied, and shall not issue any Letter of Credit if any Default then exists
or would be caused thereby or if, after giving effect to such issuance, there

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<PAGE>

would exist an Overadvance; and provided further, however, that at no time shall
the Letter of Credit Obligations outstanding hereunder exceed the Aggregate
Letter of Credit Commitment. Each Letter of Credit shall (1) be denominated in
Dollars (or, at the request of the Borrower, a foreign currency if such issuance
is consented to by the applicable Issuing Bank and the Administrative Agent and
is issued on substantially the terms and conditions set forth in this Section
2.15), and (2) expire no later than the earlier to occur of (A) thirteen (13)
months following the Maturity Date, and (B) 360 days after its date of issuance
(but may contain provisions for automatic renewal provided that no Default or
Event of Default exists on the renewal date or would be caused by such renewal
and provided no such renewal shall extend beyond thirteen (13) months following
the Maturity Date). Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
New York. None of the Issuing Banks shall at any time be obligated to issue, or
to cause to be issued, any Letter of Credit if such issuance would conflict
with, or cause such Issuing Bank to exceed any limits imposed by, any Applicable
Law. Without limiting the generality of the foregoing, each of the Existing
Letters of Credit shall be deemed to constitute a Letter of Credit issued under
this Agreement on the Agreement Date and shall thereafter be subject to each of
the terms and conditions of this Agreement and the other Loan Documents.

         (b)      The Borrower may from time to time request that an Issuing
Bank issue a Letter of Credit. The Borrower shall execute and deliver to the
Administrative Agent and applicable Issuing Bank a Request for Issuance of
Letter of Credit for each Letter of Credit to be issued by such Issuing Bank,
not later than 12:00 noon (Atlanta, Georgia time) on the second (2nd) Business
Day preceding the date on which the requested Letter of Credit is to be issued,
or such shorter notice as may be acceptable to the applicable Issuing Bank and
the Administrative Agent. Upon receipt of any such Request for Issuance of
Letter of Credit, subject to satisfaction of all conditions precedent thereto as
set forth in Section 4.3, the applicable Issuing Bank shall process such Request
for Issuance of Letter of Credit and the certificates, documents and other
papers and information delivered to it in connection therewith in accordance
with its customary procedures and shall promptly issue the Letter of Credit
requested thereby. Such Issuing Bank shall furnish a copy of such Letter of
Credit to the Borrower and the Administrative Agent following the issuance
thereof. In addition to the fees payable pursuant to Section 2.4(c)(ii), the
Borrower shall pay or reimburse each Issuing Bank for normal and customary and
reasonable costs and expenses incurred by such Issuing Bank in issuing,
effecting payment under, amending or otherwise administering the Letters of
Credit.

         (c)      Immediately upon the issuance by an Issuing Bank of a Letter
of Credit and in accordance with the terms and conditions of this Agreement,
such Issuing Bank shall be deemed to have sold and transferred to each Lender,
and each Lender shall be deemed irrevocably and unconditionally to have
purchased and received from such Issuing Bank, without recourse or warranty, an
undivided interest and participation, to the extent of such Lender's Revolving
Commitment Ratio, in such Letter of Credit and the

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<PAGE>

obligations of the Borrower with respect thereto (including, without limitation,
all Letter of Credit Obligations with respect thereto). The applicable Issuing
Bank shall promptly notify the Administrative Agent of any such draw under a
Letter of Credit. At such time as the Administrative Agent shall be notified by
the Issuing Bank that the beneficiary under any Letter of Credit has drawn on
the same, the Administrative Agent shall promptly notify the Borrower and each
Lender, by telephone or telecopy, of the amount of the draw and, in the case of
each Lender, such Lender's portion of such draw amount as calculated in
accordance with its Revolving Commitment Ratio.

         (d)      The Borrower hereby agrees to immediately reimburse each
Issuing Bank for amounts paid by such Issuing Bank in respect of draws under
each Letter of Credit. In order to facilitate such repayment, the Borrower
hereby irrevocably requests the Lenders, and the Lenders hereby severally agree,
on the terms and conditions of this Agreement (other than as provided in Article
2 with respect to the amounts of, the timing of requests for, and the repayment
of Advances hereunder and in Article 4 with respect to conditions precedent to
Advances hereunder), with respect to any drawing under a Letter of Credit, to
make a Base Rate Advance on each day on which a draw is made under any Letter of
Credit and in the amount of such draw, and to pay the proceeds of such Advance
directly to the applicable Issuing Bank to reimburse such Issuing Bank for the
amount paid by it upon such draw, and the Administrative Agent agrees to notify
the Borrower promptly after the making of any such Base Rate Advance. Each
Lender shall pay its share of such Base Rate Advance by paying its portion of
such Advance to the Administrative Agent in accordance with Section 2.2(e) and
its Revolving Commitment Ratio, without reduction for any set-off or
counterclaim of any nature whatsoever and regardless of whether any Default or
Event of Default then exists or would be caused thereby. The disbursement of
funds in connection with a draw under a Letter of Credit pursuant to this
Section hereunder shall be subject to the terms and conditions of Section
2.2(e). The obligation of each Lender to make payments to the Administrative
Agent, for the account of an Issuing Bank, in accordance with this Section 2.15
shall be absolute and unconditional and no Lender shall be relieved of its
obligations to make such payments by reason of noncompliance by any other Person
with the terms of the Letter of Credit or for any other reason (other than the
gross negligence or willful misconduct of such Issuing Bank in paying such
Letter of Credit, as determined by a final non-appealable judgment of a court of
competent jurisdiction). The Administrative Agent shall promptly remit to such
Issuing Bank the amounts so received from the other Lenders. Any overdue amounts
payable by the Lenders to an Issuing Bank in respect of a draw under any Letter
of Credit shall bear interest, payable on demand, (x) for the first two (2)
Business Days, at the Federal Funds Rate, and (y) thereafter, at the Base Rate.
Notwithstanding the foregoing, at the request of the Administrative Agent, the
Swing Bank may, at its option and subject to the conditions set forth in Section
2.2(g), make Swing Loans to reimburse an Issuing Bank for amounts drawn under
any Letter of Credit.

         (e)      The Borrower agrees that each Advance by the Lenders to
reimburse an Issuing Bank for draws under any Letter of Credit, shall, for all
purposes hereunder, be

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<PAGE>

deemed to be a Base Rate Advance under the Revolving Loan Commitments and shall
be payable and bear interest in accordance with all other Base Rate Advances.

         (f)      The Borrower agrees that any action taken or omitted to be
taken by an Issuing Bank in connection with any Letter of Credit, except for
such actions or omissions as shall constitute gross negligence or willful
misconduct on the part of such Issuing Bank as determined by a final
non-appealable judgment of a court of competent jurisdiction, shall be binding
on the Borrower as between the Borrower and such Issuing Bank, and shall not
result in any liability of such Issuing Bank to the Borrower. The obligation of
the Borrower to reimburse an Issuing Bank for a drawing under any Letter of
Credit or the Lenders for Advances made by them to the Issuing Banks on account
of draws made under the Letters of Credit shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances whatsoever, including, without limitation, the
following circumstances:

                           (i)      Any lack of validity or enforceability of
         any Loan Document;

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

                           (iii)    Any improper use which may be made of any
         Letter of Credit or any improper acts or omissions of any beneficiary
         or transferee of any Letter of Credit in connection therewith;

                           (iv)     The existence of any claim, set-off, defense
         or any right which the Borrower may have at any time against any
         beneficiary or any transferee of any Letter of Credit (or Persons for
         whom any such beneficiary or any such transferee may be acting), any
         Lender or any other Person, whether in connection with any Letter of
         Credit, any transaction contemplated by any Letter of Credit, this
         Agreement, or any other Loan Document, or any unrelated transaction;

                           (v)      Any statement or any other documents
         presented under any Letter of Credit proving to be insufficient,
         forged, fraudulent or invalid in any respect or any statement therein
         being untrue or inaccurate in any respect whatsoever;

                           (vi)     The insolvency of any Person issuing any
         documents in connection with any Letter of Credit;

                           (vii)    Any breach of any agreement between the
         Borrower and any beneficiary or transferee of any Letter of Credit;

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                           (viii)   Any irregularity in the transaction with
         respect to which any Letter of Credit is issued, including any fraud by
         the beneficiary or any transferee of such Letter of Credit;

                           (ix)     Any errors, omissions, interruptions or
         delays in transmission or delivery of any messages, by mail, cable,
         telegraph, wireless or otherwise, whether or not they are in code;

                           (x)      Any act, error, neglect or default,
         omission, insolvency or failure of business of any of the
         correspondents of the applicable Issuing Bank;

                           (xi)     Any other circumstances arising from causes
         beyond the control of the applicable Issuing Bank;

                           (xii)    Payment by an Issuing Bank under any Letter
         of Credit against presentation of a sight draft or a certificate which
         does not comply with the terms of such Letter of Credit, provided that
         such payment shall not have constituted gross negligence or willful
         misconduct of such Issuing Bank as determined by a final non-appealable
         judgment of a court of competent jurisdiction; and

                           (xiii)   Any other circumstance or happening
         whatsoever, whether or not similar to any of the foregoing.

         (g)      If any change in Applicable Law, any change in the
interpretation or administration thereof, or any change in compliance with
Applicable Law by an Issuing Bank as a result of any request or directive of any
Governmental Authority, central bank or comparable agency (whether or not having
the force of law) after the Agreement Date shall (i) impose, modify or deem
applicable any reserve (including, without limitation, any imposed by the Board
of Governors of the Federal Reserve System), special deposit, capital adequacy,
assessment or other requirements or conditions against letters of credit issued
by such Issuing Bank or (ii) impose on such Issuing Bank any other condition
regarding this Agreement or any Letter of Credit or any participation therein,
and the result of any of the foregoing in the determination of such Issuing Bank
is to increase the cost to such Issuing Bank of issuing or maintaining any
Letter of Credit or purchasing or maintaining any participation therein, then,
on the earlier of the Maturity Date or a date not more than five (5) days after
demand by such Issuing Bank, the Borrower agrees to pay to such Issuing Bank,
from time to time as specified by such Issuing Bank, such additional amount or
amounts as such Issuing Bank reasonably determines will compensate it for such
increased costs, from the date such change or action is effective, together with
interest on each such amount from the Maturity Date or the date demanded, as
applicable, until payment in full thereof at the Base Rate. A certificate as to
such increased cost incurred by an Issuing Bank as a result of any event
referred to in this paragraph submitted by such Issuing Bank to the Borrower
shall be conclusive, absent manifest error, as to the amount thereof.

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         (h)      The Borrower will indemnify and hold harmless each member of
the Lender Group and each of their respective employees, representatives,
officers and directors from and against any and all claims, liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever (including reasonable
attorneys' fees) which may be imposed on, incurred by or asserted against such
member of the Lender Group in any way relating to or arising out of the issuance
of a Letter of Credit, except that the Borrower shall not be liable to any
member of the Lender Group for any portion of such claims, liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, or disbursements resulting from the gross negligence or willful
misconduct of such member of the Lender Group as determined by a final
non-appealable judgment of a court of competent jurisdiction. This Section
2.15(h) shall survive termination of this Agreement.

         (i)      Each Lender shall be responsible (to the extent the applicable
Issuing Bank is not reimbursed by the Borrower) for its pro rata share (based on
such Lender's Revolving Commitment Ratio) of any and all reasonable
out-of-pocket costs, expenses (including reasonable legal fees) and
disbursements which may be incurred or made by such Issuing Bank in connection
with the collection of any amounts due under, the administration of, or the
presentation or enforcement of any rights conferred by any Letter of Credit, the
Borrower's or any Guarantor's obligations to reimburse draws thereunder or
otherwise. In the event the Borrower shall fail to pay such expenses of an
Issuing Bank within fifteen (15) days of demand for payment by such Issuing
Bank, each Lender shall thereupon pay to such Issuing Bank its pro rata share
(based on such Lender's Revolving Commitment Ratio) of such expenses within ten
(10) days from the date of such Issuing Bank's notice to the Lenders of the
Borrower's failure to pay; provided, however, that if the Borrower shall
thereafter pay such expenses, such Issuing Bank will repay to each Lender the
amounts received from such Lender hereunder.

         (j)      In regard to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the Maturity Date, the Borrower
shall promptly upon demand by the Administrative Agent deposit in a Letter of
Credit Reserve Account opened by Administrative Agent, for the benefit of the
applicable Issuing Banks, an amount equal to one hundred and five percent (105%)
of the aggregate then undrawn and unexpired amount of such Letter of Credit
Obligations or provide one or more Backup Letters of Credit with respect to such
Letter of Credit Obligations. Amounts held in such Letter of Credit Reserve
Account shall be applied by the Administrative Agent to the payment of drafts
drawn under such Letters of Credit, and the unused portion thereof after such
Letters of Credit shall have expired or been fully drawn upon, if any, shall be
applied to repay other Obligations in the manner set forth in Section 2.11.
Pending the application of such deposit to the payment of the Reimbursement
Obligations, the Administrative Agent shall, to the extent reasonably
practicable, invest such deposit in an interest bearing open account or similar
available savings deposit account selected by the Borrower and reasonably
acceptable to the Administrative Agent, and all interest accrued thereon shall
be held with such deposit as additional security for the Obligations. After

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all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied, and all other Obligations
shall have been paid in full, the balance, if any, in such Letter of Credit
Reserve Account shall be returned to the Borrower. Except as expressly provided
hereinabove, presentment, demand, protest and all other notices of any kind are
hereby expressly waived by the Borrower.

         Section 2.16 Bank Products. Any Borrower Party may request and the
Administrative Agent may, in its sole and absolute discretion, arrange for such
Borrower Party to obtain from the Administrative Agent, or any of its
Affiliates, Bank Products and Hedge Agreements, although no Borrower Party is
required to do so. If any Bank Products or Hedge Agreements are provided by an
Affiliate of the Administrative Agent, the Borrower agrees to indemnify and hold
the Lender Group, or any of them, harmless from any and all costs and
obligations now or hereafter incurred by the Lender Group, or any of them, which
arise from any indemnity given by the Administrative Agent to any of its
Affiliates related to such Bank Products or Hedge Agreements, as applicable;
provided, however, nothing contained herein is intended to limit any Borrower
Party's rights, with respect to the Administrative Agent or any of its
Affiliates, if any, which arise as a result of the execution of documents by and
between such Borrower Party and the Administrative Agent which relate to Bank
Products or Hedge Agreements. The agreement contained in this Section shall
survive termination of this Agreement. The Borrower Parties acknowledge and
agrees that the obtaining of Bank Products and Hedge Agreements from the
Administrative Agent or any of its Affiliates (a) is in the sole and absolute
discretion of the Administrative Agent or such Affiliates, and (b) is subject to
all rules and regulations of the Administrative Agent or such Affiliates.

                                   ARTICLE 3.

                                    GUARANTY

         Section 3.1 Guaranty

         (a)      Each Guarantor hereby guarantees to the Administrative Agent,
for the benefit of the Lender Group, the full and prompt payment of the
Obligations, including, without limitation, any interest therein (including,
without limitation, interest as provided in this Agreement accruing after the
filing of a petition initiating any insolvency proceedings, whether or not such
interest accrues or is recoverable against the Borrower after the filing of such
petition for purposes of the Bankruptcy Code or is an allowed claim in such
proceeding), plus reasonable attorneys' fees and expenses if the obligations
represented by this Guaranty are collected by law, through an attorney-at-law,
or under advice therefrom.

         (b)      Regardless of whether any proposed guarantor or any other
Person shall become in any other way responsible to the Lender Group, or any of
them, for or in respect of the Obligations or any part thereof, and regardless
of whether or not any Person now or hereafter responsible to the Lender Group,
or any of them, for the

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Obligations or any part thereof, whether under this Guaranty or otherwise, shall
cease to be so liable, each Guarantor hereby declares and agrees that this
Guaranty shall be a joint and several obligation, shall be a continuing guaranty
and shall be operative and binding until the Obligations shall have been
indefeasibly paid in full in cash (or in the case of Letter of Credit
Obligations, secured through delivery of cash collateral in an amount equal to
one hundred and five percent (105%) of the Letter of Credit Obligations or
supported by one or more Backup Letters of Credit) and the Revolving Loan
Commitments shall have been terminated.

         (c)      Each Guarantor absolutely, unconditionally and irrevocably
waives any and all right to assert any defense (other than the defense of
payment in cash in full, to the extent of its obligations hereunder, or a
defense that such Guarantor's liability is limited as provided in Section
3.1(g)), set-off, counterclaim or cross-claim of any nature whatsoever with
respect to this Guaranty or the obligations of the Guarantors under this
Guaranty or the obligations of any other Person or party (including, without
limitation, the Borrower) relating to this Guaranty or the obligations of any of
the Guarantors under this Guaranty or otherwise with respect to the Obligations
in any action or proceeding brought by the Administrative Agent or any other
member of the Lender Group to collect the Obligations or any portion thereof, or
to enforce the obligations of any of the Guarantors under this Guaranty.

         (d)      The Lender Group, or any of them, may from time to time,
without exonerating or releasing any Guarantor in any way under this Guaranty,
(i) take such further or other security or securities for the Obligations or any
part thereof as they may deem proper, or (ii) release, discharge, abandon or
otherwise deal with or fail to deal with any guarantor of the Obligations or any
security or securities therefor or any part thereof now or hereafter held by the
Lender Group, or any of them, or (iii) in accordance with the express provisions
of the Loan Documents, amend, modify, extend, accelerate or waive in any manner
any of the provisions, terms, or conditions of the Loan Documents, all as they
may consider expedient or appropriate in their sole discretion. Without limiting
the generality of the foregoing, or of Section 3.1(e), it is understood that the
Lender Group, or any of them, may, without exonerating or releasing any
Guarantor, give up, modify or abstain from perfecting or taking advantage of any
security for the Obligations and accept or make any compositions or
arrangements, and realize upon any security for the Obligations when, and in
such manner, and with or without notice, all as such Person may deem expedient.

         (e)      Each Guarantor acknowledges and agrees that no change in the
nature or terms of the Obligations or any of the Loan Documents, or other
agreements, instruments or contracts evidencing, related to or attendant with
the Obligations (including any novation), shall discharge all or any part of the
liabilities and obligations of such Guarantor pursuant to this Guaranty; it
being the purpose and intent of the Guarantors and the Lender Group that the
covenants, agreements and all liabilities and obligations of each Guarantor
hereunder are absolute, unconditional and irrevocable under any and all

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circumstances. Without limiting the generality of the foregoing, each Guarantor
agrees that until each and every one of the covenants and agreements of this
Guaranty is fully performed, and without possibility of recourse, whether by
operation of law or otherwise, such Guarantor's undertakings hereunder shall not
be released, in whole or in part, by any action or thing which might, but for
this paragraph of this Guaranty, be deemed a legal or equitable discharge of a
surety or guarantor, or by reason of any waiver, omission of the Lender Group,
or any of them, or their failure to proceed promptly or otherwise, or by reason
of any action taken or omitted by the Lender Group, or any of them, whether or
not such action or failure to act varies or increases the risk of, or affects
the rights or remedies of, such Guarantor or by reason of any further dealings
between the Borrower, on the one hand, and any member of the Lender Group, on
the other hand, or any other guarantor or surety, and such Guarantor hereby
expressly waives and surrenders any defense to its liability hereunder (other
than the defense of payment in cash in full, to the extent of its obligations
hereunder, or a defense that such Guarantor's liability is limited as provided
in Section 3.1(g)), or any right of counterclaim or offset of any nature or
description which it may have or may exist based upon, and shall be deemed to
have consented to, any of the foregoing acts, omissions, things, agreements or
waivers.

         (f)      The Lender Group, or any of them, may, without demand or
notice of any kind upon or to any Guarantor, at any time or from time to time
when any amount shall be due and payable hereunder by any Guarantor, if the
Borrower shall not have timely paid any of the Obligations (including, without
limitation, any Letter of Credit Obligations), set-off and appropriate and apply
to any portion of the Obligations hereby guaranteed, and in such order of
application as the Administrative Agent may from time to time elect in
accordance with this Agreement, any deposits, property, balances, credit
accounts or moneys of any Guarantor in the possession of any member of the
Lender Group or under their respective control for any purpose. If and to the
extent that any Guarantor makes any payment to the Administrative Agent or any
other Person pursuant to or in respect of this Guaranty, any claim which such
Guarantor may have against the Borrower by reason thereof shall be subject and
subordinate to the prior payment in full of the Obligations to the satisfaction
of the Lender Group.

         (g)      The creation or existence from time to time of Obligations in
excess of the amount committed to or outstanding on the date of this Guaranty is
hereby authorized, without notice to any Guarantor, and shall in no way impair
or affect this Guaranty or the rights of the Lender Group herein. It is the
intention of each Guarantor and the Administrative Agent that each Guarantor's
obligations hereunder shall be, but not in excess of, the Maximum Guaranteed
Amount (as herein defined). The "Maximum Guaranteed Amount" with respect to any
Guarantor, shall mean the maximum amount which could be paid by such Guarantor
without rendering this Guaranty void or voidable as would otherwise be held or
determined by a court of competent jurisdiction in any action or proceeding
involving any state or federal bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws relating to the
insolvency of debtors.

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<PAGE>

         (h)      Upon the bankruptcy or winding up or other distribution of
assets of the Borrower, or of any surety or guarantor (other than the applicable
Guarantor) for any Obligations of the Borrower to the Lender Group, or any of
them, the rights of the Administrative Agent against any Guarantor shall not be
affected or impaired by the omission of any member of the Lender Group to prove
its claim, or to prove the full claim, as appropriate, against the Borrower, or
any such other guarantor or surety, and the Administrative Agent may prove such
claims as it sees fit and may refrain from proving any claim and in its
discretion may value as it sees fit or refrain from valuing any security held by
it without in any way releasing, reducing or otherwise affecting the liability
to the Lender Group of each of the Guarantors.

         (i)      Each Guarantor hereby absolutely, unconditionally and
irrevocably expressly waives, except to the extent such waiver would be
expressly prohibited by Applicable Law, the following: (i) notice of acceptance
of this Guaranty, (ii) notice of the existence or creation of all or any of the
Obligations, (iii) presentment, demand, notice of dishonor, protest and all
other notices whatsoever (other than notices expressly required hereunder or
under any other Loan Document to which any Guarantor is a party), (iv) all
diligence in collection or protection of or realization upon the Obligations or
any part thereof, any obligation hereunder, or any security for any of the
foregoing, (v) all rights to enforce any remedy which the Lender Group, or any
of them, may have against the Borrower, and (vi) until the Obligations shall
have been paid in full in cash (or in the case of Letter of Credit Obligations,
secured through delivery of cash collateral in an amount equal to one hundred
and five percent (105%) of the Letter of Credit Obligations or supported by one
or more Backup Letters of Credit), all rights of subrogation, indemnification,
contribution and reimbursement from the Borrower for amounts paid hereunder and
any benefit of, or right to participate in, any collateral or security now or
hereinafter held by the Lender Group, or any of them, in respect of the
Obligations. If a claim is ever made upon any member of the Lender Group for the
repayment or recovery of any amount or amounts received by such Person in
payment of any of the Obligations and such Person repays all or part of such
amount by reason of (x) any judgment, decree or order of any court or
administrative body having jurisdiction over such Person or any of its property,
or (y) any settlement or compromise of any such claim effected by such Person
with any such claimant, including the Borrower, then in such event each
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor, notwithstanding any revocation hereof or
the cancellation of any promissory note or other instrument evidencing any of
the Obligations, and such Guarantor shall be and remain obligated to such Person
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by such Person.

         (j)      This Guaranty is a continuing guaranty of the Obligations and
all liabilities to which it applies or may apply under the terms hereof and
shall be conclusively presumed to have been created in reliance hereon. No
failure or delay by any member of the Lender Group in the exercise of any right,
power, privilege or remedy

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<PAGE>

shall operate as a waiver thereof, and no single or partial exercise by the
Administrative Agent of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy and no course of
dealing between any Guarantor and any member of the Lender Group shall operate
as a waiver thereof. No action by any member of the Lender Group permitted
hereunder shall in any way impair or affect this Guaranty. For the purpose of
this Guaranty, the Obligations shall include, without limitation, all
Obligations of the Borrower to the Lender Group, notwithstanding any right or
power of any third party, individually or in the name of the Borrower and the
Lender Group, or any of them, to assert any claim or defense as to the
invalidity or unenforceability of any such Obligation, and no such claim or
defense shall impair or affect the obligations of any Guarantor hereunder.

         (k)      This is a guaranty of payment and not of collection. In the
event the Administrative Agent makes a demand upon any Guarantor in accordance
with the terms of this Guaranty, such Guarantor shall be held and bound to the
Administrative Agent directly as debtor in respect of the payment of the amounts
hereby guaranteed. All costs and expenses, including, without limitation,
reasonable attorneys' fees and expenses, incurred by the Administrative Agent in
obtaining performance of or collecting payments due under this Guaranty shall be
deemed part of the Obligations guaranteed hereby.

         (l)      This Guaranty shall remain in full force and effect until all
of the Obligations (other than any Obligations outstanding in respect of Bank
Products and any contingent indemnity obligations) shall have been paid in full
in cash or otherwise satisfied to the satisfaction of the Lender Group and the
obligation of the Lender Group to extend credit pursuant to this Agreement shall
have expired or been terminated.

         (m)      Each Guarantor is a direct or indirect wholly-owned Domestic
Subsidiary of the Borrower. Each Guarantor expressly represents and acknowledges
that any financial accommodations by the Lender Group to the Borrower,
including, without limitation, the extension of credit, are and will be of
direct interest, benefit and advantage to such Guarantor.

         (n)      The Guarantors hereby agree, among themselves, that if any
Guarantor shall become an Excess Funding Guarantor (as defined below) by reason
of the payment by such Guarantor of any Obligations, each other Guarantor shall,
on demand of such Excess Funding Guarantor (but subject to the next sentence),
pay to such Excess Funding Guarantor an amount equal to such Guarantor's Pro
Rata Share (as defined below and determined, for this purpose, without reference
to the properties, debts and liabilities of such Excess Funding Guarantor) of
the Excess Payment (as defined below) in respect of such Obligations. The
payment obligation of a Guarantor to any Excess Funding Guarantor under this
Section 3.1(m) shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Guarantor under the other provisions
of this Guaranty, and such Excess Funding Guarantor shall not exercise any right
or remedy with respect to such excess until payment and satisfaction in full of
all

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<PAGE>

such obligations. For purposes of this Section 3.1(m), (i) "Excess Funding
Guarantor" shall mean, in respect of any Obligations, a Guarantor that has paid
an amount in excess of proceeds of Loans advanced to it by the Borrower that
have not been repaid as of the date of determination, plus its Pro Rata Share of
the remaining portion of such Obligations, (ii) "Excess Payment" shall mean, in
respect of any Obligations, the amount paid by an Excess Funding Guarantor in
excess of proceeds of Loans advanced to it by the Borrower that have not been
repaid as of the date of determination, plus its Pro Rata Share of the remaining
portion of such Obligations and (iii) "Pro Rata Share" shall mean, for any
Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the
aggregate present fair saleable value of all properties of such Guarantor
(excluding any shares of stock of any other Guarantor) exceeds the amount of all
the debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder and any obligations of any other Guarantor that have been
guaranteed by such Guarantor) to (y) the amount by which the aggregate fair
saleable value of all properties of the Borrower and all of the Guarantors
exceeds the amount of all the debts and liabilities (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of the Borrower and the Guarantors hereunder) of the Borrower and
all of the Guarantors, all as of the Agreement Date.

         (o)      Pursuant to Section 6.20 of this Agreement, any new Domestic
Subsidiary (whether by Acquisition, creation or designation) is required to
enter into this Agreement by executing and delivering to the Administrative
Agent a Guaranty Supplement. Upon the execution and delivery of a Guaranty
Supplement by such new Domestic Subsidiary, such Domestic Subsidiary shall
become a Guarantor and Borrower Party hereunder with the same force and effect
as if originally named as a Guarantor or Borrower Party herein. The execution
and delivery of any Guaranty Supplement adding an additional Guarantor as a
party to this Agreement shall not require the consent of any other party hereto.
The rights and obligations of each party hereunder shall remain in full force
and effect notwithstanding the addition of any new Guarantor hereunder.

                                   ARTICLE 4.

                              CONDITIONS PRECEDENT

         Section 4.1 Conditions Precedent to Closing. The obligations of the
Lenders to undertake the Revolving Loan Commitments as of the Agreement Date are
subject to the prior fulfillment of each of the following conditions at the
closing of this Agreement:

         (a)      The Administrative Agent shall have received each of the
following, in form and substance satisfactory to the Lender Group:

                           (i)      This duly executed Agreement;

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                           (ii)     A duly executed Fixed Asset Note and Current
         Asset Note to the order of each Lender requesting a promissory note in
         the amount of such Lender's Revolving Commitment Ratio of the Fixed
         Asset Commitment and the Current Asset Commitment, as applicable;

                           (iii)    The duly executed Canadian Pledge Agreement
         and the duly executed European Pledge Agreement, together in each case
         with any instruments or documents relating thereto that are reasonably
         required to establish the first priority, perfected security interest
         of the Administrative Agent in the Collateral pledged thereunder;

                           (iv)     The Security Agreement duly executed by each
         Borrower Party, together with Uniform Commercial Code financing
         statements related thereto;

                           (v)      The Fixed Asset Security Agreement duly
         executed by each Borrower Party, together with Uniform Commercial Code
         financing statements related thereto;

                           (vi)     The Airplane Security Agreement duly
         executed by the Borrower;

                           (vii)    The Fee Letter duly executed by the
         Borrower;

                           (viii)   Duly executed Blocked Account Agreements;

                           (ix)     Duly executed Negative Pledge Agreement;

                           (x)      The legal opinions of (A) Milbank, Tweed,
         Hadley & McCloy, LLP, counsel to the Borrower Parties, (B) Penelope Y.
         Turnbow, in-house counsel to the Borrower Parties, (C) Colby, Monet,
         local Canadian counsel to Thomas & Betts International, Inc. and Thomas
         & Betts Limited Canada, (D) Clifford Chance, local Dutch counsel to
         Augat Europe, Inc. and Thomas & Betts Europe, Inc., and (E) Martinez,
         Odel & Calabria, local Puerto Rican counsel to Thomas & Betts Caribe
         Inc., in each case addressed to the Lender Group, together with copies
         of any legal opinions upon which any of the foregoing rely;

                           (xi)     A duly executed Borrowing Base Certificate
         dated as of the Agreement Date, setting forth a calculation of Total
         Availability as of May 25, 2003;

                           (xii)    With respect to each Borrower Party, a loan
         certificate signed by an Authorized Signatory of such Borrower Party in
         substantially the form of Exhibit S, including a certificate of
         incumbency with respect to each Authorized Signatory of such Borrower
         Party, together with appropriate

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<PAGE>

         attachments which shall include, without limitation, the following: (A)
         a copy of the certificate or articles of incorporation, certificate of
         limited partnership or certificate of organization of such Borrower
         Party certified to be true, complete and correct by the Secretary of
         State for the State of such Borrower Party's organization, (B) a true,
         complete and correct copy of the by-laws, partnership agreement or
         limited liability company or operating agreement of such Borrower
         Party, (C) a true, complete and correct copy of the resolutions of such
         Borrower Party authorizing the execution, delivery and performance by
         such Borrower Party of the Loan Documents and, with respect to the
         Borrower, authorizing the borrowings hereunder, and (D) certificates of
         good standing from each jurisdiction in which such Borrower Party is
         qualified or authorized to do business, except to the extent failure to
         be qualified or authorized to do business, or to be in good standing,
         could not reasonably be expected to have a Materially Adverse Effect;

                           (xiii)   Copies of certificates of insurance and loss
         payable endorsements with respect to the Borrower Parties, and other
         evidences of insurance meeting the requirements of Section 6.5;

                           (xiv)    Copies of any pay-off letters, termination
         statements, canceled mortgages and the like required by the
         Administrative Agent in connection with the removal of any Liens (other
         than Permitted Liens) against the assets of the Borrower Parties,
         including, without limitation, evidence that all obligations of the
         Borrower and the Special Purpose Subsidiary in respect of the
         Securitization Facility have been terminated;

                           (xv)     Lien search results with respect to the
         Borrower Parties from all appropriate jurisdictions and filing offices
         (including, with respect to the Airplane, the offices of the Federal
         Aviation Administration);

                           (xvi)    Evidence that the Liens granted pursuant to
         the Security Documents will be first priority perfected Liens on the
         Collateral (subject only to Permitted Liens);

                           (xvii)   No change in the business assets,
         management, operations, financial condition or prospects of the
         Borrower Parties shall have occurred since May 21, 2003, the date of
         the comfort letter related to the Borrower's financial statements for
         the fiscal year ended December 29, 2002, and the fiscal quarter ended
         March 30, 2003, delivered by the Borrower's certified public
         accountants, which change is reasonably likely to have a Materially
         Adverse Effect; and

                           (xviii)  Payment of all fees and expenses payable to
         the Administrative Agent, the Affiliates of the Administrative Agent,
         and each other member of the Lender Group in connection with the
         execution and delivery of this Agreement, including, without
         limitation, fees and expenses of counsel to the

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         Administrative Agent, to the extent invoices for such fees and expenses
         have been delivered to the Borrower.

         (b)      The Administrative Agent shall have received confirmation that
the original Uniform Commercial Code financing statements naming the respective
Borrower Parties as debtor and the Administrative Agent as secured party have
been duly filed in all appropriate jurisdictions, in such form as shall be
satisfactory to the Administrative Agent;

         Section 4.2 Conditions Precedent to Each Advance. The obligation of the
Lenders to make each Advance, including the initial Advance hereunder (but
excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank
for Swing Loans, (ii) the Administrative Agent for Agent Advances, or (iii) an
Issuing Bank for amounts drawn under a Letter of Credit), is subject to the
fulfillment of each of the following conditions immediately prior to or
contemporaneously with such Advance:

         (a)      All of the representations and warranties of the Borrower
Parties under this Agreement and the other Loan Documents, which, pursuant to
Section 5.5, are made at and as of the time of such Advance, shall be true and
correct at such time, both before and after giving effect to the application of
the proceeds of such Advance;

         (b)      The incumbency of the Authorized Signatories of the Borrower
shall be as stated in the certificate of incumbency contained in the certificate
of the Borrower delivered pursuant to Section 4.1(a) or as subsequently modified
and reflected in a certificate of incumbency delivered to the Administrative
Agent;

         (c)      The most recent Borrowing Base Certificate which shall have
been delivered to the Administrative Agent pursuant to Section 7.5(a) shall
demonstrate that, after giving effect to the making of such Advance, no
Overadvance shall exist;

         (d)      There shall not exist on the date of such Advance, and after
giving effect to the application of the proceeds of such Advance, a Default or
an Event of Default; and

         (e)      So long as any of the Senior Notes (2004) or the Senior Notes
(2006) remain outstanding, the Borrower shall have entered into the Refinancing
Notes Escrow Agreement and deposited into an account subject to the Refinancing
Notes Escrow Agreement an amount equal to the lesser of (i) the Net Cash
Proceeds received by the Borrower from the issuance of the Senior Notes (2013)
and the Refinancing Notes, if any, and (ii) the aggregate principal amount of
the Senior Notes (2004) and the Senior Notes (2006) then outstanding.

The Borrower hereby agrees that the delivery of any Request for Advance
hereunder shall be deemed to be the certification of the applicable Authorized
Signatory of the Borrower, on behalf of the Borrower, that there does not exist,
on the date of the making of the Advance and after giving effect thereto, a
Default or an Event of Default and that

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all of the other conditions set forth in this Section 4.2 have been satisfied.

         Section 4.3 Conditions Precedent to Each Letter of Credit. The
obligation of the Issuing Banks to issue each Letter of Credit (excluding the
automatic renewal of any previously issued Letter of Credit) hereunder is
subject to the fulfillment of each of the following conditions immediately prior
to or contemporaneously with the issuance of such Letter of Credit:

         (a)      All of the representations and warranties of the Borrower
Parties under this Agreement and the other Loan Documents, which, pursuant to
Section 5.5, are made at and as of the time of the issuance of such Letter of
Credit, shall be true and correct at such time, both before and after giving
effect to the issuance of such Letter of Credit;

         (b)      The incumbency of the Authorized Signatories of the Borrower
shall be as stated in the certificate of incumbency contained in the certificate
of the Borrower delivered pursuant to Section 4.1(a) or as subsequently modified
and reflected in a certificate of incumbency delivered to the Administrative
Agent;

         (c)      The most recent Borrowing Base Certificate which shall have
been delivered to the Administrative Agent pursuant to Section 7.5(a) shall
demonstrate that, after giving effect to the issuance of such Letter of Credit,
no Overadvance shall exist;

         (d)      There shall not exist on the date of issuance of such Letter
of Credit, and after giving effect thereto, a Default or an Event of Default;
and

         (e)      So long as any of the Senior Notes (2004) or the Senior Notes
(2006) remain outstanding, the Borrower shall have entered into the Refinancing
Notes Escrow Agreement and deposited into an account subject to the Refinancing
Notes Escrow Agreement an amount equal to the lesser of (i) the Net Cash
Proceeds received by the Borrower from the issuance of the Senior Notes (2013)
and the Refinancing Notes, if any, and (ii) the aggregate principal amount of
the Senior Notes (2004) and the Senior Notes (2006) then outstanding.

The Borrower hereby agrees that the delivery of any Request for Issuance of
Letter of Credit hereunder shall be deemed to be the certification of the
applicable Authorized Signatory of the Borrower, on behalf of the Borrower, that
there does not exist, on the date of the issuance of the Letter of Credit and
after giving effect thereto, a Default or an Event of Default and that all of
the other conditions set forth in this Section 4.3 have been satisfied.

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                                   ARTICLE 5.

                         REPRESENTATIONS AND WARRANTIES

         Section 5.1 General Representations and Warranties. Each of the
Borrower Parties hereby represents and warrants in favor of each member of the
Lender Group that:

         (a)      Organization; Power; Qualification. Each Borrower Party (i) is
a corporation or other legal entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization, (ii) has the corporate or other company power and authority to own
or lease and operate its properties and to carry on its business as now being
conducted, and (iii) is duly qualified, in good standing as a foreign
corporation, and authorized to do business in each jurisdiction in which the
character of its properties or the nature of its business requires such
qualification or authorization, except where the failure to be so qualified, in
good standing or authorized could not reasonably be expected to have a
Materially Adverse Effect. None of the Non-Material Subsidiaries has an interest
in any material properties or assets.

         (b)      Authorization; Enforceability. Each Borrower Party has the
power and has taken all necessary action, corporate or otherwise, to authorize
it to execute, deliver and perform this Agreement, and each of the other Loan
Documents and Hedge Agreements to which it is a party, in accordance with the
terms thereof and to consummate the transactions contemplated hereby and
thereby. This Agreement, and each of the other Loan Documents and Hedge
Agreements to which a Borrower Party is a party, has been duly executed and
delivered by such Borrower Party, and is a legal, valid and binding obligation
of such Borrower Party, enforceable in accordance with its terms except to the
extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting the enforcement of
creditor's rights generally or by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).

         (c)      Subsidiaries; Partnerships; Joint Ventures; Affiliates. Except
as set forth on Schedule 5.1(c)-1, as of the Agreement Date, no Borrower Party
has any Subsidiaries, which Subsidiaries are identified on such schedule as
Domestic Subsidiaries or Foreign Subsidiaries. As of the Agreement Date, no
Borrower Party is a partner or joint venturer in any partnership or joint
venture other than (i) the Subsidiaries listed on Schedule 5.1(c)-1 and (ii) the
partnerships and joint ventures (that are not Subsidiaries) listed on Schedule
5.1(c)-2. Schedule 5.1(c)-1, Schedule 5.1(c)-2 and Schedule 5.1(c)-3 set forth,
as of the Agreement Date, a complete and accurate statement of (A) for each
entity identified thereon, the percentage ownership of each such entity by the
Borrower or its Subsidiaries, as applicable, and (B) with respect to each
Borrower Party, (I) the state or other jurisdiction of incorporation or
organization, as appropriate, of each such entity, (II) each state in which each
such entity is qualified to do business as of the Agreement Date,

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and (III) all names, trade names, trade styles or doing business forms which, to
the best of the Borrower Parties' knowledge, such entity has used or under which
such entity has transacted business during the five (5) year period immediately
preceding the Agreement Date. Schedule 5.1(c)-3 sets forth, as of the Agreement
Date, the name or type of each Affiliate of the Borrower and the nature of its
affiliation.

         (d)      Capital Stock and Related Matters. The authorized Equity
Interests of each of the Pledged Subsidiaries, and the number of shares of such
Equity Interests that are issued and outstanding, are set forth, as of the
Agreement Date, on Schedule 5.1(d). As of the Agreement Date, the Equity
Interests of each of the Pledged Subsidiaries are owned by the Persons listed on
Schedule 5.1(d) in the amounts set forth thereon, and a description of the
Equity Interests held by each such Person is listed thereon. All of the issued
and outstanding Equity Interests of the Borrower and each of the Pledged
Subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable, and are free and clear of all Liens (other than pursuant to the
Pledge Agreements). Except as described on Schedule 5.1(d), as of the Agreement
Date, neither the Borrower nor any of the Pledged Subsidiaries has outstanding
any stock or securities convertible into or exchangeable for any shares of its
Equity Interests, nor are there any preemptive or similar rights to subscribe
for or to purchase, or any other rights to subscribe for or to purchase, or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments, or claims of any
character relating to, any Equity Interests or any stock or securities
convertible into or exchangeable for any Equity Interests. Except as set forth
on Schedule 5.1(d), as of the Agreement Date, neither the Borrower nor any of
the Pledged Subsidiaries is subject to any obligation (contingent or otherwise)
to repurchase or otherwise acquire or retire any shares of its Equity Interests
or to register any shares of its Equity Interests, and there are no agreements
restricting the transfer of any shares of the Equity Interests of the Borrower
or any of the Pledged Subsidiaries or restricting the ability of any Pledged
Subsidiary from making distributions, dividends or other Restricted Payments to
the Borrower.

         (e)      No Contravention. The execution, delivery, and performance by
each Borrower Party of this Agreement, each of the other Loan Documents and each
of the Hedge Agreements, in accordance with their respective terms, and the
consummation of the transactions contemplated hereby and thereby, do not and
will not (i) violate any Applicable Law, (ii) conflict with, result in a breach
of, or constitute a default under the certificate of incorporation or by-laws of
any Borrower Party or under any indenture, agreement, or other instrument to
which any Borrower Party is a party or by which any Borrower Party or any of its
properties may be bound (including, without limitation, the Indentures and the
Refinancing Notes Documents), or (iii) result in or require the creation or
imposition of any Lien upon or with any Borrower Party except Permitted Liens.

         (f)      Necessary Authorizations. Each Borrower Party has obtained all
Necessary Authorizations, and all such Necessary Authorizations are in full
force and

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<PAGE>

effect, except in each case where the failure to obtain, or to maintain in full
force and effect, such Necessary Authorization does not have, and could not
reasonably be expected to have, a Materially Adverse Effect. No Borrower Party
is required to obtain any additional Necessary Authorizations in connection with
the execution, delivery and performance of this Agreement or any of the other
Loan Documents in accordance with their respective terms and the consummation of
the transactions contemplated hereby and thereby.

         (g)      Title to Properties. Each Borrower Party has title to, or a
valid leasehold interest in, all of its properties and assets sufficient for the
conduct of its business, and none of such properties or assets is subject to any
Liens, other than Permitted Liens.

         (h)      Material Contracts. All of the Material Contracts have been
filed with the Securities and Exchange Commission as exhibits to the Borrower's
annual, quarterly or current reports. Neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any Material Contract to
which it is a party or by which it or any of its properties are bound.

         (i)      Labor Matters. Except (i) as disclosed on Schedule 5.1(i) or
(ii) matters which (A) are not reasonably expected to have a Materially Adverse
Effect and (B) exclusively affect the Foreign Subsidiaries, (I) there is no
collective bargaining agreement or other labor contract covering employees of
the Borrower or any of its Subsidiaries, (II) no collective bargaining agreement
or other labor contract is scheduled to expire during the term of this
Agreement, (III) to the best of the Borrower's knowledge, no union or other
labor organization is seeking to organize, or to be recognized as, a collective
bargaining unit of employees of the Borrower or any of its Subsidiaries or for
any similar purpose, and (IV) there is no pending, or to the Borrower's
knowledge, threatened, strike, work stoppage, material unfair labor practice
claim, or other material labor dispute against or affecting the Borrower or any
of its Subsidiaries or their respective employees.

         (j)      Taxes. Except as disclosed on Schedule 5.1(j), there have been
filed on behalf of the Borrower and its Subsidiaries (and, to the best of the
Borrower's knowledge, on behalf of all Persons which have been acquired by or
merged into any Borrower Party for periods prior to any such merger or
acquisition) all federal, state and local income, excise, property and other tax
returns which are required to be filed by them, and all taxes due pursuant to
such returns or pursuant to any assessment received by or on behalf of any of
the Borrower Parties have been paid other than those which are being contested
in good faith. Any charges, accruals and reserves on the books of the Borrower
and its Subsidiaries in respect of taxes or other governmental charges are, in
the reasonable opinion of the Borrower, adequate. United States income tax
returns of the Borrower and its Subsidiaries have been examined and closed
through the fiscal year ended on or about December 31, 2001.

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<PAGE>

         (k)      Financial Statements. The Borrower has furnished, or caused to
be furnished, to the Lenders (i) the audited consolidated financial statements
of the Borrower and its Consolidated Subsidiaries which present fairly in
accordance with GAAP the financial position of the Borrower and its Consolidated
Subsidiaries as at December 29, 2002, and the results of operations for the
periods then ended and (ii) the unaudited consolidated financial statements of
the Borrower and its Consolidated Subsidiaries which present fairly in
accordance with GAAP (subject to normal adjustments and the absence of
footnotes) the financial position of the Borrower and its Consolidated
Subsidiaries as at March 30, 2003, and the results of operations for the periods
then ended.

         (l)      No Adverse Change. Since May 21, 2003, the date of the comfort
letter related to the Borrower's financial statements for the fiscal year ended
December 29, 2002, and the fiscal quarter ended March 30, 2003, delivered by the
Borrower's certified public accountants, there has occurred no event which has
had or which could reasonably be expected to have a Materially Adverse Effect.

         (m)      Investments and Guaranties. As of the Agreement Date, no
Borrower Party owns any Equity Interests of, or has outstanding loans or
advances to, or Guaranties of the obligations of, any Person, except as
generally reflected in the financial statements referred to in Section 5.1(k) or
as disclosed in detail on one of Schedules 5.1(c)-1 or 5.1(d).

         (n)      Litigation. There is no material action, suit or proceeding
pending, or to the knowledge of the Borrower threatened, against or affecting
the Borrower or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official, except as disclosed as of the Agreement
Date in the Borrower's Form 10-K and Form 10-Q filings dated December 29, 2002
and March 30, 2003, respectively, filed with the Securities and Exchange
Commission, and as disclosed after the Agreement Date from time to time pursuant
to Section 7.6(a).

         (o)      ERISA. Each Plan is in substantial compliance with the
applicable provisions of ERISA and the Code except to the extent non-compliance
would individually or in the aggregate have a Materially Adverse Effect, and
neither the Borrower nor any of its ERISA Affiliates incurred any accumulated
funding deficiency with respect to any Plan within the meaning of Section 302 of
ERISA or Section 412 of the Code. Neither the Borrower nor any of its ERISA
Affiliates has incurred any material liability to the PBGC in connection with
any Plan. The Borrower and each of its ERISA Affiliates have fulfilled their
obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan to which such standards apply. No Reportable Event has
occurred and is continuing with respect to any Plan. No Plan or trust created
thereunder, or party in interest (as defined in Section 3(14) of ERISA), or any
fiduciary (as defined in Section 3(21) of ERISA), has engaged in a Prohibited
Transaction which would subject such Plan or any other Plan of the Borrower or
any of its ERISA Affiliates,

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<PAGE>

any trust created thereunder, or any such party in interest or fiduciary, or any
party dealing with any such Plan or any such trust to any material penalty or
tax on Prohibited Transactions imposed by Section 502 of ERISA or Section 4975
of the Code. Except as provided in Schedule 5.1(o), neither the Borrower nor any
of its ERISA Affiliates is a participant in or is obligated to make any payment
to a Multiemployer Plan. As of the Agreement Date, using actuarial assumptions
and computation methods consistent with Part I of Subtitle E of Title IV of
ERISA, the aggregate liabilities of the Borrower and its ERISA Affiliates to all
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each Multiemployer Plan ended prior to
the date hereof, would not, individually or in the aggregate, have a Materially
Adverse Effect.

         (p)      Intellectual Property; Licenses; Certifications. No registered
patent, trademark, service mark or copyright, and no pending registration
application with respect to any of the foregoing, owned by any Borrower Party is
material. No individual license or certification is material to the operations
of the Borrower Parties.

         (q)      Compliance with Law; Absence of Default. Each Borrower Party
is in material compliance with all Applicable Laws, except where such compliance
is being contested in good faith through appropriate proceedings, and except
where such failure to comply (other than with respect to the Fair Labor
Standards Act of 1938, as amended) does not have, or could not reasonably be
expected to have, a Materially Adverse Effect, and with all of the provisions of
its certificate or articles of incorporation or formation, by-laws or other
governing documents. The Borrower has adopted and continues to follow a
compliance program satisfactory to assure the accuracy of the statement
contained in the foregoing sentence. No event has occurred or has failed to
occur which has not been remedied or waived, the occurrence or non-occurrence of
which constitutes, or with the passage of time or giving of notice or both would
constitute, an Event of Default.

         (r)      Casualties; Taking of Properties, etc. Since May 21, 2003, the
date of the comfort letter related to the Borrower's financial statements for
the fiscal year ended December 29, 2002, and the fiscal quarter ended March 30,
2003, delivered by the Borrower's certified public accountants, neither the
business nor any material properties of the Borrower Parties has been affected
as a result of any fire, explosion, earthquake, flood, drought, windstorm,
accident, strike or other labor disturbance, embargo, requisition or taking of
property or cancellation of contracts, permits or concessions by any domestic or
foreign government or any agency thereof, riot, activities of armed forces, or
acts of God or of any public enemy that has had, or could reasonably be expected
to have, a Materially Adverse Effect.

         (s)      Accuracy and Completeness of Information. All written
information, reports, other papers and data in final form relating to the
Borrower Parties furnished by or at the direction of the Borrower Parties to the
Lender Group were, at the time

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<PAGE>

furnished, complete and correct in all material respects. No fact is currently
known to any Borrower Party which has, or could reasonably be expected to have,
a Materially Adverse Effect. With respect to projections, estimates and
forecasts given to the Lender Group, such projections, estimates and forecasts
are based on the Borrower Parties' good faith assessment of the future of the
business at the time made. The Borrower Parties had a reasonable basis for such
assessment at the time made.

         (t)      Compliance with Regulations T, U, and X. No Borrower Party is
engaged principally in, or has as one of its important activities, the business
of extending credit for the purpose of purchasing or carrying, and no Borrower
Party owns or presently intends to acquire, any "margin security" or "margin
stock" as defined in Regulations T, U, and X of the Board of Governors of the
Federal Reserve System (herein called "margin stock"). None of the proceeds of
the Loans will be used, directly or indirectly, for the purpose of purchasing or
carrying any margin stock or for the purpose of reducing or retiring any
Indebtedness which was originally incurred to purchase or carry margin stock or
for any other purpose which might constitute this transaction a "purpose credit"
within the meaning of said Regulations T, U and X. Neither the making of the
Loans nor the use of proceeds thereof will violate, or be inconsistent with, the
provisions of Regulation T, U, or X of said Board of Governors.

         (u)      Solvency. As of the Agreement Date and after giving effect to
the transactions contemplated by the Loan Documents and any Hedge Agreements,
(i) the property of the Borrower and its Consolidated Subsidiaries, taken as a
whole, at a fair valuation on a going concern basis, will exceed their debt;
(ii) the capital of the Borrower and its Consolidated Subsidiaries, taken as a
whole, will not be unreasonably small to conduct the business; and (iii) taken
as a whole, will not have incurred debts, or have intended to incur debts,
beyond their ability to pay such debts as they mature. For purposes of this
Section, "debt" means any liability on a claim, and "claim" means (A) the right
to payment, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, undisputed, legal,
equitable, secured or unsecured, or (B) the right to an equitable remedy for
breach of performance if such breach gives rise to a right to payment, whether
or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured, unmatured, undisputed, secured or unsecured.

         (v)      Insurance. The Borrower Parties are covered by insurance
meeting the requirements of Section 6.5, and such insurance policies are in full
force and effect.

         (w)      Broker's or Finder's Commissions. No broker's or finder's fee
or commission will be payable with respect to the execution and delivery of this
Agreement and the other Loan Documents.

         (x)      Real Property. All real property leased by each Borrower Party
as of the Agreement Date on which any part of the Collateral is located, and the
name of the lessor of such real property, is set forth in Schedule 5.1(x). The
leases of each Borrower Party

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<PAGE>

with respect to such real property are valid, enforceable and in full force and
effect. The Borrower Parties are the sole holders of the lessee's interests
under such leases, and have the right to pledge, mortgage, assign and sublet the
same except as set forth in Schedule 5.1(x). No Borrower Party has made any
pledge, mortgage, assignment or sublease of any of it rights under such leases
except pursuant to the Loan Documents and as set forth in Schedule 5.1(x), and
there is no default or condition which, with the passage of time or the giving
of notice, or both, would constitute a material default on the part of any party
under such leases and the Borrower Parties have paid all rents and other charges
due and payable under such leases. As of the Agreement Date, no Borrower Party
owns or holds, or is obligated under or a party to, any option, right of first
refusal or any other contractual right to purchase, acquire, sell, assign or
dispose of any real property owned or leased by it.

         (y)      Environmental Matters. Except as disclosed in Schedule 5.1(y):

                           (i)      Neither the Borrower nor any of its
         Subsidiaries is subject to any Environmental Liability which could have
         or cause a Materially Adverse Effect, and neither the Borrower nor any
         of its Subsidiaries has been designated as a potentially responsible
         party under CERCLA or under any state statute similar to CERCLA. None
         of the Real Property or any other real property owned, leased or
         operated by the Borrower or any of its Subsidiaries (collectively, the
         "Aggregate Real Properties") has been identified on any current or
         proposed (A) National Priorities List under 40 C.F.R. Section 300, (B)
         CERCLIS list or (C) any list arising from a state statute similar to
         CERCLA.

                           (ii)     No Hazardous Materials have been or are
         being used, produced, manufactured, processed, treated, recycled,
         generated, stored, disposed of, managed or otherwise handled at, or
         shipped or transported to or from the Aggregate Real Properties or are
         otherwise present at, on, in or under the Aggregate Real Properties,
         or, to the best of the knowledge of the Borrower, at or from any
         adjacent site or facility, except for Hazardous Materials, such as
         cleaning solvents, pesticides and other materials used, produced,
         manufactured, processed, treated, recycled, generated, stored, disposed
         of, managed, or otherwise handled in minimal amounts in the ordinary
         course of business in substantial compliance with all applicable
         Environmental Requirements.

                           (iii)    The Borrower and each of its Subsidiaries
         have procured all Environmental Authorizations necessary for the
         conduct of its business, and is in substantial compliance with all
         Environmental Requirements in connection with the operation of the
         Aggregate Real Properties, and the respective businesses of the
         Borrower and each of its Subsidiaries.

         (z)      Investment Company Act; Public Utility Holding Company Act. No
Borrower Party is required to register under the provisions of the Investment
Company Act of 1940, as amended. No Borrower Party is a "holding company" or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary

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<PAGE>

company" of a "holding company", as such terms are defined in the Public Utility
Holding Company Act of 1935, as amended.

         Section 5.2 Representations and Warranties Relating to Accounts. With
respect to all Eligible Accounts, the Borrower hereby warrants and represents to
the Lender Group that such Eligible Accounts are (a) bona fide existing payment
obligations of Account Debtors created by the sale and delivery of Inventory or
the rendition of services to such Account Debtors in the ordinary course of the
Borrower's business, and (b) such Accounts are not excluded in whole or in part
as ineligible by virtue of one or more of the excluding criteria set forth in
the definition of Eligible Accounts; provided, however, in the event that the
Borrowing Base Certificate delivered by the Borrower with respect to any fiscal
month end shall overstate the amount Eligible Accounts by including Accounts as
eligible which should have been excluded in whole or in part by virtue of item
(i) of the definition of "Eligible Accounts", such misstatement alone shall not
constitute a breach of this representation to the extent that the amount of the
error was $25,000 or less.

         Section 5.3 Representations and Warranties Relating to Inventory. With
respect to all Eligible Inventory, the Administrative Agent may rely upon all
statements, warranties or representations made in any Borrowing Base Certificate
in determining the classification of such Inventory and in determining which
items of Inventory listed in such Borrowing Base Certificate meet the
requirements of eligibility.

         Section 5.4 Representations and Warranties Relating to Equipment. With
respect to all Equipment that is identified by the Borrower as Eligible
Equipment in a Borrowing Base Certificate submitted to the Administrative Agent
by the Borrower, such Equipment is not excluded as ineligible by virtue of one
or more of the excluding criteria set forth in the definition of Eligible
Equipment.

         Section 5.5 Survival of Representations and Warranties, etc. All
representations and warranties made by each Borrower Party under this Agreement
and the other Loan Documents shall be deemed to be made, and shall be true and
correct, at and as of the Agreement Date and the date of each Advance or
issuance of a Letter of Credit hereunder, except to the extent previously
fulfilled in accordance with the terms of this Agreement and to the extent
subsequently inapplicable. All representations and warranties made by each
Borrower Party under this Agreement shall survive, and not be waived by, the
execution of this Agreement by the Lender Group and the closing of the
transactions described herein.

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<PAGE>

                                   ARTICLE 6.

                                GENERAL COVENANTS

         Until the Commitments have expired or been terminated and the principal
of and interest on the Loans, and all fees and expenses (other than contingent
expenses) payable under this Agreement and the other Loan Documents, shall have
been paid in full in cash and all Letters of Credit have expired or been
terminated and all amounts drawn under each Letter of Credit shall have been
reimbursed, each Borrower Party covenants and agrees with the Lender Group that:

         Section 6.1 Preservation of Existence and Similar Matters. Except as
otherwise permitted under Section 8.7, each Borrower Party will (a) preserve and
maintain its existence in its jurisdiction of incorporation or organization, (b)
preserve and maintain its rights, franchises, licenses, and privileges in its
jurisdiction of incorporation or organization, including, without limitation,
all Necessary Authorizations material to its business, except where the failure
to do so could not reasonably be expected to have a Materially Adverse Effect,
and (c) qualify and remain qualified and authorized to do business and in good
standing in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization, except
where the failure to be so qualified or authorized or in good standing could not
reasonably be expected to have a Materially Adverse Effect.

         Section 6.2 Compliance with Applicable Law. Each Borrower Party will
comply with the requirements of all Applicable Laws, except where the failure to
so comply could not reasonably be expected to have a Materially Adverse Effect.

         Section 6.3 Maintenance of Properties. Each Borrower Party will
maintain or cause to be maintained in the ordinary course of business in good
repair, working order, and condition, normal wear and tear and disposal of
obsolete equipment excepted, all properties used in its business (whether owned
or held under lease).

         Section 6.4 Accounting Methods and Financial Records. Each Borrower
Party will maintain, and the Borrower will cause each of its Consolidated
Subsidiaries to maintain, a system of accounting established and administered in
accordance with GAAP, and will keep adequate records and books of account in
which complete entries will be made in accordance with such accounting
principles consistently applied and reflecting all transactions required to be
reflected by such accounting principles. Each Borrower Party will maintain a
year-end for accounting purposes consisting of a fiscal year ending on the
Sunday occurring closest to December 31st of each year, or upon prior written
notice to the Administrative Agent, a fiscal year ending on December 31st of
each year.

         Section 6.5 Insurance. Each of the Borrower Parties will maintain
(either in the name of the Borrower or in such Borrower Party's own name), with
financially sound

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<PAGE>

and reputable insurance companies having a Best's Rating of at least "A",
insurance on all of their property in at least such amounts and against at least
such risks (including on all its property, public liability and worker's
compensation (but solely with respect to worker's compensation, only to the
extent not self-insured), and business interruption insurance) as are usually
insured against in the same general area by companies of established repute
engaged in the same or similar business. The Borrower shall deliver the
originals or copies (which copies shall be certified if requested by the
Administrative Agent) of such policies to the Administrative Agent with
satisfactory lender's loss payable endorsements naming the Administrative Agent,
as agent for the Lender Group, as sole loss payee, assignee and additional
insured, as its interests may appear. Each policy of insurance or endorsement
shall contain a clause (a) not permitting cancellation by the Borrower without
the prior written consent of the Administrative Agent, (b) requiring the insurer
to give not less than thirty (30) days prior written notice to the
Administrative Agent in the event of cancellation or non-renewal by the
insurance company of the policy for any reason whatsoever, and (c) specifying
that the interest of the Administrative Agent shall not be impaired or
invalidated by any act or neglect of any Borrower Party or the owner of the
property or by the occupation of the premises for purposes more hazardous than
are permitted by said policy. Upon the Agreement Date, and from time to time
thereafter upon the Administrative Agent's request, the Borrower shall provide
the Administrative Agent with a statement from each insurance company providing
the foregoing coverage, acknowledging in favor of the Administrative Agent the
continued effectiveness of the foregoing insurance clauses. If the Borrower
fails to provide and pay for such insurance, the Administrative Agent may, at
its option, but shall not be required to, procure the same and charge the
Borrower therefor as a part of the Obligations.

         Section 6.6 Payment of Taxes and Claims. Each Borrower Party will pay
and discharge all taxes, assessments, and governmental charges or levies imposed
upon it or its income or profit or upon any properties belonging to it prior to
the date on which penalties attach thereto, and all lawful claims for labor,
materials and supplies which have become due and payable and which by law have
or may become a Lien upon any of its property; except that, no such tax,
assessment, charge, levy, or claim need be paid which is being contested in good
faith and against which such Borrower Party has set up reserves in accordance
with GAAP. Each of Borrower Party shall timely file all information returns
required by federal, state, or local tax authorities.

         Section 6.7 Visits and Inspections. Each Borrower Party will permit
representatives of each member of the Lender Group, (x) prior to the occurrence
of a Default or Event of Default, with reasonable notice and during normal
business hours, and (y) after the occurrence and during the continuance of a
Default or Event of Default, at any time and without prior notice, to (a) visit
and inspect the properties of the Borrower Parties, (b) inspect and make
extracts from and copies of the Borrower Parties' books and records, and (c)
discuss with the Borrower Parties' respective principal

                                       81
<PAGE>

officers the Borrower Parties' businesses, assets, liabilities, financial
positions, results of operations, and business prospects relating to the
Borrower Parties.

         Section 6.8 Conduct of Business. Each Borrower Party shall continue to
engage in business of the same general type as now conducted by it or reasonably
complementary thereto.

         Section 6.9 ERISA. The Borrower shall at all times: make, or cause to
be made, prompt payment of contributions required to meet the minimum funding
standards set forth in ERISA with respect to the Plans that are subject to such
standards; furnish to the Administrative Agent, promptly upon the Administrative
Agent's request therefor, copies of any annual report required to be filed
pursuant to ERISA in connection with each Plan; notify the Administrative Agent
as soon as practicable of any Reportable Event and of any additional act or
condition arising in connection with any Plan which the Borrower or any of its
ERISA Affiliates believes might constitute grounds for the termination thereof
by the PBGC or for the appointment by the appropriate United States District
Court of a trustee to administer such Plan; and furnish to the Administrative
Agent, promptly upon the Administrative Agent's request therefor, such
additional information concerning any Plan as may be reasonably requested by the
Administrative Agent.

         Section 6.10 Lien Perfection. Each Borrower Party agrees to take such
action as may be required to perfect or continue the perfection of the
Administrative Agent's (on behalf of, and for the benefit of, the Lender Group)
security interest in the Collateral.

         Section 6.11 Location of Collateral. All Collateral, other than
Inventory in transit and Inventory sold in the ordinary course of business, will
at all times be kept by the Borrower Parties at one or more of the business
locations of the Borrower Parties set forth in Schedule 6.11(a). The Inventory
and Eligible Equipment shall not be moved from the locations set forth on
Schedule 6.11(a) except as permitted in the immediately preceding sentence and
prior to an Event of Default, (a) sales or other dispositions of assets
permitted pursuant to Section 8.7, (b) the storage of Collateral at locations
within the continental United States or Puerto Rico other than those set forth
in Schedule 6.11(a) if the Administrative Agent shall have given its prior
written consent after at least fifteen (15) days prior written notice of such
new storage location, and (c) the Borrower may move Inventory constituting
work-in-process to locations in Mexico identified on Schedule 6.11(b). With
respect to each of the locations listed on Schedule 6.11(a), the Borrower will
use its reasonable best efforts to obtain a Collateral Access Agreement with
respect to such location.

         Section 6.12 Protection of Collateral. All insurance expenses and
expenses of protecting, storing, warehousing, insuring, handling, maintaining
and shipping the Collateral (including, without limitation, all rent payable by
any Borrower Party to any landlord of any premises where any of the Collateral
may be located), and any and all excise, property, sales, and use taxes imposed
by any state, federal, or local authority on

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<PAGE>

any of the Collateral or in respect of the sale thereof, shall be borne and paid
by, or for the benefit of, the Borrower Parties; provided, however, that the
proceeds of any Agent Advance may be used by the Administrative Agent to pay any
portion of the foregoing directly to the appropriate Person. The Borrower
Parties shall take all reasonably necessary and appropriate measures, taking
into account the value and usefulness of the relevant Collateral and the cost of
such measures, to obtain, maintain, protect and preserve the Collateral and the
Lien of the Administrative Agent, for the benefit of the Lender Group, therein.
Without the prior written consent of the Administrative Agent, none of the
Eligible Equipment may be affixed to any real property such that it is
characterized as a fixture under Applicable Law.

         Section 6.13 Records of Collateral. Each Borrower Party shall keep
accurate and complete records of the Collateral (including, without limitation,
all Accounts and all payments and collections thereon) at the locations listed
on Schedule 6.11.

         Section 6.14 Administration of Accounts.

         (a)      The Administrative Agent retains the right after the
occurrence and during the continuance of an Event of Default to notify the
Account Debtors that the Accounts have been assigned to the Administrative
Agent, for the benefit of the Lender Group, and to collect the Accounts directly
in its own name and to charge the collection costs and expenses, including
reasonable attorneys' fees, to the Borrower. The Administrative Agent has no
duty to protect, insure, collect or realize upon the Accounts or preserve rights
in them. Each Borrower Party irrevocably makes, constitutes and appoints the
Administrative Agent as such Borrower Party's true and lawful attorney and
agent-in-fact to endorse such Borrower Party's name on any checks, notes, drafts
or other payments relating to, the Accounts which come into the Administrative
Agent's possession or under the Administrative Agent's control as a result of
its taking any of the foregoing actions. Additionally, after the occurrence and
during the continuance of any Event of Default, the Administrative Agent, for
the benefit of the Lender Group, shall have the right to collect and settle or
adjust all disputes and claims directly with the Account Debtor and to
compromise the amount or extend the time for payment of the Accounts upon such
terms and conditions as the Administrative Agent may deem advisable, and to
charge the deficiencies, reasonable costs and expenses thereof, including
reasonable attorney's fees, to the Borrower.

         (b)      If an Account includes a charge for any tax payable to any
governmental taxing authority, the Administrative Agent, on behalf of the Lender
Group, is authorized, in its sole discretion during the existence of an Event of
Default, to pay the amount thereof to the proper taxing authority for the
account of the applicable Borrower Party and to make a Base Rate Advance or an
Agent Advance to the Borrower to pay therefor. The Borrower Parties shall notify
the Administrative Agent if any Account includes any tax due to any governmental
taxing authority and, in the absence of such notice and after the occurrence and
during the continuance of an Event of Default, the Administrative

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Agent shall have the right to retain the full proceeds of the Account and apply
such proceeds to the Obligations as set forth in Section 2.11(b) and shall not
be liable for any taxes to any governmental taxing authority that may be due by
any Borrower Party by reason of the sale and delivery creating the Account.

         (c)      Whether or not a Default or an Event of Default has occurred,
any of the Administrative Agent's officers, employees or agents shall have the
right, at any time or times hereafter, in the name of the Lenders, or any
designee of the Lenders or the Borrower Parties, to verify the validity, amount
or other matter relating to any Accounts by mail, telephone, telegraph or
otherwise. The Borrower Parties shall cooperate fully with the Administrative
Agent and the Lenders in an effort to facilitate and promptly conclude any such
verification process.

         Section 6.15 The Blocked Account.

                  (a)      The Borrower Parties agree that all proceeds of the
Collateral shall be deposited into one or more Blocked Accounts. The Borrower
Parties shall also establish and maintain one or more special lockboxes with
such bank(s) as may be selected by the Borrower Parties and approved by the
Administrative Agent and shall enter into an agreement such bank(s) providing
that all proceeds of the Collateral received in such lockboxes shall be remitted
in immediately available funds to a Blocked Account. All amounts which shall be
deposited into a Blocked Account shall be under the dominion and control of the
Borrower Parties until the date of the initial Advance of the Loans (including,
without limitation, any Advance made to reimburse a draw under any Letter of
Credit), whereupon amounts deposited in such Blocked Account shall immediately
be under the sole dominion and exclusive control of the Administrative Agent, on
behalf of, and for the benefit of, the Lender Group, upon delivery of notice of
such Advance by the Administrative Agent to the applicable bank and otherwise
pursuant to the terms of the applicable Blocked Account Agreement. The Borrower
Parties shall have no right thereafter to withdraw any amounts from any Blocked
Account without the consent of the Majority Lenders unless, at such time, there
shall not be any Obligations (other than undrawn Letters of Credit, contingent
indemnity obligations or, so long as no Event of Default then exists,
Obligations in respect of Bank Products and Hedge Agreements) then outstanding.

                  (b)      The Borrower shall cause all cash, cash equivalents,
checks, notes, drafts or similar items of payment from Account Debtors to be
promptly deposited directly into a Blocked Account. In furtherance of the
foregoing, the Borrower shall direct all Account Debtors to remit such amounts
directly to one or more of the lockboxes referred to in the preceding clause
(a). In the event that any Borrower Party shall at any time receive any
remittances of any of the foregoing directly, such Borrower Party shall promptly
deposit the same into the Blocked Account.

                  (c)      If the Administrative Agent or an Affiliate of the
Administrative Agent is a Blocked Account bank, on the Business Day on which any
amount is

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deposited into the Blocked Account with the Administrative Agent or an Affiliate
of the Administrative Agent in immediately available funds, the Administrative
Agent shall, without further consent of any Borrower Party, withdraw such amount
from such Blocked Account to the extent of the Obligations (other than undrawn
Letters of Credit, contingent indemnity obligations or, so long as no Event of
Default then exists, Obligations in respect of Bank Products and Hedge
Agreements) then outstanding, deposit the same in the Loan Account, and apply
the same against the Obligations (other than contingent indemnity obligations
or, so long as no Event of Default then exist, Obligations in respect of Bank
Products and Hedge Agreements) in the manner provided for in Section 2.11;
provided, however, and notwithstanding the foregoing, that unless an Event of
Default then exists, no money on deposit in such Blocked Account shall be
applied against any Eurodollar Advance if such application would constitute a
prepayment of such Eurodollar Advance prior to its Payment Date, and during the
existence of an Event of Default, such funds shall be retained in such Blocked
Account (and will be invested by the Administrative Agent in overnight deposits
for the Borrower's account) until the earlier of (i) such Payment Date, (ii) the
next Business Day on which additional Obligations (other than continent
indemnity obligations or, so long as no Event of Default then exists,
Obligations in respect of Bank Products and Hedge Agreements) arise, or (iii)
the occurrence of an Event of Default, at which time such amount shall be
applied to such Eurodollar Advance or such Obligations (in accordance with the
provisions of Section 2.11), as the case may be.

                  (d)      If any Blocked Account bank is not the Administrative
Agent or an Affiliate of the Administrative Agent, all funds in the Blocked
Account of such other bank shall be deposited into the Clearing Account. On the
Business Day on which any amount is deposited into the Clearing Account in
immediately available funds, the Administrative Agent shall withdraw such amount
from the Clearing Account to the extent of the Obligations (other than undrawn
Letters of Credit, contingent indemnity obligations or, so long as no Event of
Default then exists, Obligations in respect of Bank Products and Hedge
Agreements) then outstanding, deposit the same in the Loan Account, and apply
the same against the Obligations in the manner provided for in Section 2.11;
provided, however, and notwithstanding the foregoing, that unless an Event of
Default then exists, no money on deposit in the Clearing Account shall be
applied against any Eurodollar Advance if such application would constitute a
prepayment of such Eurodollar Advance prior to its Payment Date, and such funds
shall be retained in the Clearing Account (and will be invested by the
Administrative Agent in overnight deposits for the Borrowers' account) until the
earlier of (i) such Payment Date, (ii) the next Business Day on which additional
Obligations (other than contingent indemnity obligations or, so long as no Event
if Default then exists, Obligations in respect of Bank Products or Hedge
Agreements) arise, or (iii) the occurrence of an Event of Default, at which time
such amount shall be applied to such Eurodollar Advance or such Obligations (in
accordance with the provisions of Section 2.11), as the case may be. So long as
no Obligations (other than undrawn Letters of Credit and contingent indemnity
obligations) are then outstanding and no Event of Default then exists, amounts
remaining in the

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Clearing Account will be transferred by the Administrative Agent to the
Concentration Account.

                  (e)      All bank accounts (except for petty cash accounts,
payroll accounts, medical reimbursement accounts and accounts for Foreign
Subsidiaries) of the Borrower Parties are listed on Schedule 6.15, and such
Schedule designates which such accounts are the Blocked Accounts as of the
Agreement Date and which are other deposit accounts. No Borrower Party shall
open any other deposit account (except for petty cash accounts, payroll
accounts, medical reimbursement accounts and accounts for Foreign Subsidiaries)
without providing the Administrative Agent with prior written notice thereof
and, in the case of any such account into which the proceeds of any Accounts
shall be deposited, unless the bank or other financial institution for such
account shall have entered into an agreement with the Administrative Agent
substantially in the form of the Blocked Account Agreement.

         Section 6.16 Further Assurances. Each Borrower Party will promptly
cure, or cause to be cured, defects in the execution and delivery of the
Security Documents resulting from any act or failure to act by any Borrower
Party or any employee or officer thereof. Each Borrower Party at its expense
will promptly execute and deliver to the Lender Group, or cause to be executed
and delivered to the Lender Group, all such other and further documents,
agreements, and instruments reasonably requested by the Administrative Agent in
connection with the grant, perfection or priority of its Lien on the Collateral.

         Section 6.17 Broker's Claims. Each Borrower Party hereby indemnifies
and agrees to hold the Administrative Agent and each of the Lenders harmless
from and against any and all losses, liabilities, damages, costs and expenses
which may be suffered or incurred by the Administrative Agent and each of the
Lenders in respect of any claim, suit, action or cause of action now or
hereafter asserted by a broker or any Person acting in a similar capacity
arising from or in connection with the execution and delivery of this Agreement
or any of the other Loan Documents, or the consummation of the transactions
contemplated herein or therein, unless, with respect to any of the above, the
Lender Group, or any of them, are determined by a final non-appealable judgment
of a court of competent jurisdiction to have acted or failed to act with gross
negligence or willful misconduct.

         Section 6.18 Indemnity. Each Borrower Party will indemnify and hold
harmless each member of the Lender Group and each of its employees,
representatives, officers and directors from and against any and all claims,
liabilities, investigations, losses, damages, actions, and demands by any party
against the Lender Group, or any of them, resulting from any breach or alleged
breach by the Borrower Parties, or any of them, of any representation or
warranty made hereunder, or otherwise arising out of the Revolving Loan
Commitments or the making, administration or enforcement of the Loan Documents
and the Loans; unless, with respect to any of the above, the Lender Group, or

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any of them, are determined by a final non-appealable judgment of a court of
competent jurisdiction to have acted or failed to act with gross negligence or
willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY
OTHER PARTY TO ANY OTHER LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY
BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY
THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR
TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION
CONTEMPLATED HEREUNDER OR THEREUNDER. This Section 6.18 shall survive
termination of this Agreement.

         Section 6.19 Environmental Matters. The Borrower will not, and will
cause each of its Subsidiaries not to, and will not permit any other Person to,
use, produce, manufacture, process, treat, recycle, generate, store, dispose of,
manage at, or otherwise handle, or ship or transport to or from the Aggregate
Real Properties any Hazardous Materials except for Hazardous Materials such as
cleaning solvents, pesticides and other similar materials used, produced,
manufactured, processed, treated, recycled, generated, stored, disposed,
managed, or otherwise handled in amounts in the ordinary course of business in
compliance with all applicable Environmental Requirements. The Borrower agrees
that upon the occurrence of an Environmental Release at or on any of the
Aggregate Real Properties it will act immediately to investigate the extent of,
and to take appropriate remedial action to eliminate, such Environmental
Release, whether or not ordered or otherwise directed to do so by any
Environmental Authority. The Borrower shall defend, indemnify, and save
harmless, the Administrative Agent and the Lenders from all loss, costs, damages
and expense (including attorneys' fees and costs and consequential damages)
asserted or proven against any member of the Lender Group by any party, as a
result of the presence of such substances or any removal or compliance with such
Applicable Law. The foregoing indemnification shall survive repayment of the
Obligations.

         Section 6.20 Formation of Subsidiaries. At the time of the formation of
any direct or indirect wholly-owned Domestic Subsidiary of the Borrower or the
Acquisition of any direct or indirect wholly-owned Domestic Subsidiary of the
Borrower after the Agreement Date, the Borrower Parties shall (a) cause each new
Domestic Subsidiary to provide to the Administrative Agent, for the benefit of
the Lender Group, (i) a Guarantee Supplement pursuant to which such new Domestic
Subsidiary shall agree to join as a Guarantor of the Obligations under Article
3, (ii) a supplement to the Security Agreement, and (iii) such other security
documents as the Administrative Agent may require, together with appropriate
Uniform Commercial Code financing statements, all in form and substance
reasonably satisfactory to the

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Administrative Agent, and (b) provide to the Administrative Agent, for the
benefit of the Lender Group, all other documentation, including one or more
opinions of counsel satisfactory to the Administrative Agent, which in its
reasonable opinion is appropriate with respect to such formation and the
execution and delivery of the applicable documentation referred to above. Any
document, agreement or instrument executed or issued pursuant to this Section
6.20 shall be a "Loan Document" for purposes of this Agreement. At the time of
the formation of any direct or indirect wholly-owned Foreign Subsidiary of the
Borrower or the Acquisition of any direct or indirect wholly-owned Foreign
Subsidiary of the Borrower after the Agreement Date, the Borrower shall confirm,
or cause such Foreign Subsidiary, to confirm in writing such Foreign
Subsidiary's agreement with the terms of the Negative Pledge Agreement.

         Section 6.21 Real Property Collateral. In the event that the Borrower
desires to include the Real Property Availability in the calculation of the
Fixed Asset Borrowing Base, the Borrower shall deliver written notice thereof to
the Administrative Agent, which notice shall be accompanied by the following:

                  (a)      The Mortgage duly executed by the Borrower
         encumbering the Borrower's fee interest in the Real Property
         Collateral;

                  (b)      A title insurance commitment (the "Title Insurance
         Commitment") issued by a title company acceptable to the Administrative
         Agent in the amount, of one hundred percent (100%) of the appraised
         value of the Real Property Collateral and in such form as is acceptable
         to the Administrative Agent insuring that the Mortgage is a valid first
         priority Lien on the Borrower's interest in the Real Property
         Collateral subject only to such exceptions to title as shall be
         reasonably acceptable to the Administrative Agent and containing such
         endorsements and affirmative insurance as the Administrative Agent may
         require, and true copies of each document, instrument or certificate
         required by the terms of such policy and the Mortgage to be filed,
         recorded, executed or delivered in connection therewith;

                  (c)      Duly executed Uniform Commercial Code financing
         statements under the applicable Uniform Commercial Code, or other
         filings under Applicable Law, to be filed in connection with the
         Mortgage in form and substance satisfactory to the Administrative Agent
         to perfect the Lien created by the Mortgage;

                  (d)      A current survey (including flood plain
         certification) of the real property encumbered by the Mortgage,
         certified to the title company, the Lender Group and each of their
         successors and assigns, in form and content satisfactory to the
         Administrative Agent and prepared by a professional and properly
         licensed land surveyor satisfactory to the Administrative Agent;

                  (e)      A local counsel opinion with respect to the Mortgage
         in form and substance satisfactory to the Administrative Agent;

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                  (f)      The Environmental Indemnity Agreement duly executed
         by each Borrower Party; and

                  (g)      The Phase I Environmental Site Assessment Report
         dated May 8, 2003, and performed by SECOR International Incorporated
         with respect to the Real Property Collateral, together with a reliance
         letter in favor of the Lender Group, in each case, satisfactory in all
         respects to the Administrative Agent, together with copies of all
         existing environmental reviews and audits and other information
         pertaining to actual or potential environmental claims as the
         Administrative Agent may reasonably require.

Real Property Availability shall automatically be included in the calculation of
the Fixed Asset Borrowing Base upon receipt by the Borrower of a notice from the
Administrative Agent of the receipt of, and satisfaction with, the documents
required by this Section 6.21.

         Section 6.22 Post-Closing Covenants. On or before June 30, 2003, the
Borrower shall deliver to the Administrative Agent evidence, in form and
substance satisfactory to the Administrative Agent and its counsel, that the
Airplane Security Agreement has been filed of record with the Federal Aviation
Administration, together with the legal opinion of Daughtery, Fowler, Peregrin &
Haught, FAA counsel to the Administrative Agent, with respect to the
enforceability, priority and perfection of the security interest granted under
the Airplane Security Agreement and the ownership of the Airplane by the
Borrower.

                                   ARTICLE 7.

                              INFORMATION COVENANTS

         Until the Commitments have expired or been terminated and the principal
of and interest on the Loans, and all fees and expenses (other than contingent
expenses) payable under this Agreement and the other Loan Documents, shall have
been paid in full in cash and all Letters of Credit have expired or been
terminated and all amounts drawn under each Letter of Credit shall have been
reimbursed, the Borrower Parties will furnish or cause to be furnished to the
Administrative Agent (or to each member of the Lender Group, if requested, at
their respective offices):

         Section 7.1 Quarterly Financial Statements and Information. Within
fifty (50) days after the last day of each of the first three (3) fiscal
quarters in each fiscal year of the Borrower, the Borrower shall deliver to the
Administrative Agent the balance sheet of the Borrower and its Consolidated
Subsidiaries, on consolidated basis, as at the end of such fiscal quarter, and
the statement of income and related statement of cash flows for such fiscal
quarter which financial statements shall set forth in comparative form such
figures as at the end of such quarter and for such quarter during the previous
fiscal year, all of which shall be on a consolidated basis with the Consolidated
Subsidiaries and shall be

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certified by an Authorized Signatory of the Borrower to be, in his or her
opinion, complete and correct in all material respects and to present fairly in
accordance with GAAP the financial position of the Borrower and its Consolidated
Subsidiaries, as at the end of such period and the results of operations for
such period, subject only to normal adjustments.

         Section 7.2 Annual Financial Statements and Information; Certificate of
No Default. Within one hundred and five (105) days after the end of each fiscal
year of the Borrower, the Borrower shall deliver to the Administrative Agent the
audited balance sheet of the Borrower and its Consolidated Subsidiaries, on a
consolidated basis, as at the end of such year and the related audited
statements of income and related audited statements of cash flows for such year,
all of which shall be on a consolidated basis with the Consolidated
Subsidiaries, which financial statements shall set forth in comparative form
such figures as at the end of and for the previous year, all certified by the
Certified Public Accountants, with such certification to be free of exceptions
or qualifications not acceptable to the Majority Lenders.

         Section 7.3 Compliance Certificates. At the time (w) the financial
statements are furnished pursuant to Section 7.1 and Section 7.2, (x) the
Borrowing Base Certificate is delivered with respect to any fiscal month
pursuant to Section 7.5(a), (y) any Restricted Payment is made to the extent
required under Section 8.4 and (z) any payment on the Senior Notes is made
pursuant to the terms of either of the Indentures, the Borrower shall deliver a
Compliance Certificate to the Administrative Agent:

         (a)      Setting forth as at the end of such month, quarter or year or
as of such date, as the case may be, the arithmetical calculations required to
establish whether or not the Borrower was in compliance with the requirements of
the Financial Covenants being tested as at the end of such month, quarter or
year, as applicable;

         (b)      Stating that, to the best of his or her knowledge, no Default
or Event of Default has occurred as at the end of such month, quarter or year or
as of such date, as the case may be, or, if a Default or an Event of Default has
occurred, disclosing each such Default or Event of Default and its nature, when
it occurred and whether it is continuing;

         (c)      With respect to each fiscal quarter end, setting forth a
report of the mark-to-market interest rate with respect to derivative
transactions (including, without limitation, any obligations arising in respect
of any Hedge Agreements) determined in accordance with GAAP; and

         (d)      With respect to each fiscal month end, setting forth a report
of the mark-to-market value with respect to any of the Investments of the
Borrower described in clause (e) of the definition of "Cash Equivalents"
determined in accordance with GAAP.

         Section 7.4 Access to Accountants. Each Borrower Party hereby
authorizes the Administrative Agent to communicate directly with such Borrower
Party's

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independent public accountants and authorizes these accountants to disclose to
the Administrative Agent any and all financial statements and other supporting
financial data, including matters relating to the annual audit and copies of any
arrangement letter with respect to its business, financial condition and other
affairs, provided in any such case that the applicable Borrower Party shall be
given notice at least two (2) Business Days prior to such meeting and the
opportunity to be present at any meeting between the Administrative Agent and
such Borrower Party's independent public accountants. On or before the Agreement
Date, the Borrower Parties shall deliver to their independent public accountants
a letter authorizing them to comply with the provisions of this Section 7.4.

         Section 7.5 Additional Reports.

         (a)      As soon as practicable, but in any event within fifteen (15)
days after the end of each fiscal month, or more frequently as reasonably
required by the Administrative Agent, the Borrower shall deliver to the
Administrative Agent, a Borrowing Base Certificate as of the last day of the
preceding fiscal month or such other date reasonably required by the
Administrative Agent, which shall be in such form as shall be satisfactory to
the Administrative Agent, setting forth (i) the amount of Inventory owned by the
Borrower, and specifically setting forth the amount of Eligible Inventory, (ii)
a categorical breakdown of all Accounts of the Borrower, with a calculation of
Eligible Accounts as of such last day of the preceding month, (iii) an aging of
all Accounts of the Borrower, together with a reconciliation to the Current
Asset Borrowing Base and to the Borrower's general ledger, and (iv) the Eligible
Equipment (adjusted for any Equipment sold or otherwise disposed of and for any
Acceptable Replacement Equipment and Acceptable Additional Equipment).

         (b)      As soon as practicable, but in any event within fifteen (15)
days after the end of each fiscal month, or more frequently as reasonably
required by the Administrative Agent, the Borrower shall deliver to the
Administrative Agent and to any Lender requesting the same, in form acceptable
to the Administrative Agent, an aged trial balance of all Accounts of the
Borrower existing as of the last day of the preceding fiscal month or such other
date reasonably required by the Administrative Agent, specifying the names, and
face value for each Account Debtor obligated on an Account of the Borrower so
listed and all other information necessary to calculate Eligible Accounts as of
such last day of the preceding month or such other date reasonably required by
the Administrative Agent and, upon the Administrative Agent's reasonable request
therefor, copies of all documents relating to the Accounts of the Borrower so
scheduled and such other matters and information relating to the status of then
existing Accounts of the Borrower as the Administrative Agent shall reasonably
request.

         (c)      As soon as practicable, but in any event within fifteen (15)
days after the end of each fiscal month, the Borrower shall deliver to the
Administrative Agent a status report, certified by an Authorized Signatory of
the Borrower, showing: (i) the type, Value, and location of the Inventory of the
Borrower (including, without limitation, work

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in process) as at the end of the preceding fiscal month; (ii) the aggregate
Dollar value of all returns, repossessions or discounts with respect to
Inventory of the Borrower in excess of $1,000,000; and (iii) the description,
location, gross book value and OLV (net of liquidation expenses) of the Eligible
Equipment and giving details of all sales or other dispositions of Eligible
Equipment and all purchases of Acceptable Additional Equipment and Acceptable
Replacement Equipment, including the gross book value and OLV (net of
liquidation expenses) of the Eligible Equipment related thereto, since the
Agreement Date and such other information as the Administrative Agent may
reasonably request. In any event, with the above-described status report for the
month of December of each year and upon request from the Administrative Agent
made at any time hereafter (provided that, so long as no Default or Event of
Default has occurred and is continuing, the Administrative Agent shall only make
one (1) such request during any twelve (12) month period), the Borrower shall
furnish the Administrative Agent with updates of the lists of Eligible
Equipment, updates of the appraisal of the Eligible Equipment.

         (d)      Promptly upon receipt thereof, the Borrower Parties shall
deliver to the Administrative Agent a copy of the final management report
addressed to the audit committee of the Borrower's Board of Directors, if any,
prepared by the Borrower's independent public accountants in connection with the
annual audit referred to in Section 7.2.

         (e)      As soon as available and in no event later than forty-five
(45) days after the end of each fiscal year, the Borrower shall deliver to the
Administrative Agent the preliminary annual budget for the Borrower and its
Consolidated Subsidiaries (including income statements, balance sheets and cash
flow statements) for the current fiscal year on a quarterly basis, and as soon
as available and in no event later than ninety (90) days after the end of each
fiscal year, the final annual budget and forecast for the Borrower and its
Consolidated Subsidiaries approved by the board of directors of the Borrower.

         (f)      To the extent not covered elsewhere in this Article 7,
promptly after the sending thereof, the Borrower Parties shall deliver to the
Administrative Agent and the Lenders copies of all reports and other information
which any Borrower Party sends to any holder of its Funded Debt (including in
respect of the Senior Notes or the Refinancing Notes) or its securities
(excluding any employee benefit plans) or which any Borrower Party files with
the Securities and Exchange Commission or any national securities exchange.

         (g)      Within fifteen (15) days after the end of each fiscal month,
the Borrower shall provide the Administrative Agent with the details of each
Subsidiary Debt Conversion effected during such fiscal month having a balance
outstanding at the end of such fiscal month.

         (h)      From time to time and promptly upon each request the Borrower
Parties shall deliver to the Administrative Agent, on behalf of the Lender
Group, such additional information regarding the financial position of the
Borrower Parties, or any of them, as

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the Administrative Agent, at the request of any member of the Lender Group, may
reasonably request.

         Section 7.6 Notice of Litigation and Other Matters.

         (a)      Promptly (but in any event within three (3) Business Days)
after any Borrower Party's obtaining knowledge of (i) the commencement of any
litigation affecting the Borrower or any of its Subsidiaries or any of their
respective assets, whether or not the claim is considered by such Borrower Party
to be covered by insurance, and (ii) the institution of any administrative
proceeding, such Borrower Party shall provide written notice to the
Administrative Agent thereof to the extent such litigation or proceeding, if
decided adversely, could reasonably be expected to have a Materially Adverse
Effect.

         (b)      Promptly after the rendition of (i) any judgment in an amount
exceeding $1,000,000 or (ii) judgments in the aggregate which exceed $5,000,000,
or (iii) any judgment involving federal or state taxes, the Borrower Parties
shall notify the Administrative Agent thereof.

         (c)      Promptly upon any Borrower Party's receipt of notice or the
pendency of any proceeding for the condemnation or other taking of the Real
Property Collateral, the Borrower shall notify the Administrative Agent of the
occurrence thereof.

         (d)      Promptly upon any Borrower Party's receipt of notice of any
material adverse change with respect to the business, assets, liabilities,
financial position, prospects, or results of operations of any Borrower Party,
other than changes in the ordinary course of business which have not had and are
not likely to have a Materially Adverse Effect, the Borrower shall notify the
Administrative Agent of the occurrence thereof.

         (e)      Promptly (but in any event within five (5) Business Days)
following any Default or Event of Default, the Borrower shall notify the
Administrative Agent of such occurrence giving in each case the details thereof
and specifying the action proposed to be taken with respect thereto.

         (f)      Promptly following any Borrower Party's receipt of notice
thereof, the Borrower shall notify the Administrative Agent of any default by
the Borrower or any of its Subsidiaries under any Material Financing Agreement.
Prior to the execution of any amendment to any Material Financing Agreement, the
Borrower shall send to the Administrative Agent a copy of the proposed
amendment, and promptly upon execution thereof (subject to the provisions of
Section 8.11), the Borrower shall send to the Administrative Agent a copy of the
executed amendment.

         (g)      Promptly (but in any event within three (3) Business Days)
following the occurrence of any Reportable Event or a Prohibited Transaction
with respect to any Plan

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or the institution or threatened institution by the PBGC of proceedings under
ERISA to terminate or to partially terminate any such Plan or the commencement
of any litigation regarding any such Plan or naming it or the trustee of any
such Plan with respect to such Plan (other than claims for benefits in the
ordinary course of business and claims that would not individually or in the
aggregate have a Materially Adverse Effect), or the failure by the Borrower or
any of its ERISA Affiliates to make any required contribution to a Plan that is
subject to Section 302 of ERISA or Section 412 of the Code, the Borrower shall
notify the Administrative Agent of the occurrence thereof.

         (h)      Promptly after any Borrower Party's obtaining knowledge of any
material Environmental Liabilities, pending, threatened or anticipated
Environmental Proceedings, Environmental Notices, Environmental Judgments and
Orders, or Environmental Releases at, on, in, under or in any way affecting the
Aggregate Real Properties, or any adjacent properties, or of any facts, events,
or conditions that could lead to any of the foregoing, the Borrower shall notify
the Administrative Agent thereof.

                                   ARTICLE 8.

                               NEGATIVE COVENANTS

         Until the Commitments have expired or been terminated and the principal
of and interest on the Loans, and all fees and expenses (other than contingent
expenses) payable under this Agreement and the other Loan Documents, shall have
been paid in full in cash and all Letters of Credit have expired or been
terminated and all amounts drawn under each Letter of Credit shall have been
reimbursed:

         Section 8.1 Indebtedness. No Borrower Party will create, assume, incur,
or otherwise become or remain obligated in respect of, or permit to be
outstanding, any Indebtedness except:

         (a)      Indebtedness under this Agreement, the other Loan Documents
and any Bank Products;

         (b)      Trade or accounts payable and/or similar obligations, and
accrued expenses, incurred in the ordinary course of business, other than for
borrowed money;

         (c)      Indebtedness of the Borrower Parties secured by Purchase Money
Liens that are Permitted Liens not to exceed $20,000,000 in the aggregate at any
one time outstanding;

         (d)      Guaranties permitted by Section 8.2;

         (e)      (i) Indebtedness existing on the Agreement Date under the
Indentures in respect of the Senior Notes, and (ii) Indebtedness arising under
any Refinancing Notes, and (iii) Indebtedness arising out of the refinancing,
extension, renewal or refunding of

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any Indebtedness permitted by the foregoing clauses (i) and (ii), so long as
(other than with respect to the refinancing of the Senior Notes (2006) with any
Refinancing Notes) (A) the maturity of such refinanced Indebtedness is not
earlier than the maturity of the original Indebtedness, and (B) the terms and
conditions otherwise applicable to such refinanced Indebtedness shall be
reasonably acceptable to the Administrative Agent or the Majority Lenders;

         (f)      Indebtedness of the Borrower under the Canadian Credit
Agreement, including any amendment and restatement thereof permitted under this
Agreement;

         (g)      Indebtedness of the Borrower Parties arising with respect to
interest rate and currency hedging agreements permitted under Section 8.5(i);

         (h)      Indebtedness of the Borrower with respect to insurance premium
installments in an aggregate amount not to exceed $15,000,000 at any one time
outstanding;

         (i)      Indebtedness of the Borrower Parties in respect of corporate
travel and purchase card programs incurred in the ordinary course of business
and consistent with practices in effect as of the Agreement Date;

         (j)      Indebtedness consisting of (i) accrued pension fund and other
employee benefit plan obligations and liabilities, or (ii) deferred taxes to the
extent such taxes are not required to have been paid pursuant to the terms of
this Agreement;

         (k)      Other Indebtedness of the Borrower in an aggregate amount not
to exceed $5,000,000 at any one time outstanding;

         (l)      Indebtedness of the Borrower in respect of Non-Participated
Letters of Credit in an aggregate face amount not to exceed $19,066,778, and
Indebtedness of the Borrower in respect of any Backup Letters of Credit
permitted under this Agreement;

         (m)      Any Subordinated Debt;

         (n)      Indebtedness of the Borrower with respect to the VRDB
Obligations; and

         (o)      Indebtedness of the Borrower in respect of bankers acceptances
in an aggregate amount not to exceed $2,000,000 at any one time outstanding, in
respect of the Borrower's foreign operations.

         Section 8.2 Guaranties. No Borrower Party will at any time guarantee or
enter into or assume any Guaranty, or be obligated with respect to, or permit to
be outstanding, any Guaranty, other than (a) guaranties of the Obligations, (b)
guaranties of obligations under repurchase agreements of any Borrower Party
entered into in connection with the sale of products in the ordinary course of
business of such Borrower Party, (c) guaranties

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of obligations under agreements of any Borrower Party entered into in connection
with the acquisition of services, supplies, and equipment in the ordinary course
of business of such Borrower Party, (d) endorsements of instruments in the
ordinary course of business, and (e) guaranties by any Borrower Party of any
obligation of any other Borrower Party.

         Section 8.3 Liens. No Borrower Party will, and no Borrower Party will
permit any of its Subsidiaries to, create, assume, incur, or permit to exist or
to be created, assumed, or permitted to exist, directly or indirectly, any Lien
on any of its property, real or personal, now owned or hereafter acquired,
except for Permitted Liens.

         Section 8.4 Restricted Payments and Purchases. No Borrower Party shall
directly or indirectly declare or make any Restricted Payment or Restricted
Purchase, or set aside any funds for any such purpose, other than Dividends on
common stock which accrue (but are not paid in cash) or are paid in kind or
Dividends on preferred stock which accrue (but are not paid in cash) or are paid
in kind; provided, however, that (a) the Borrower's Subsidiaries may make
Restricted Payments to the Borrower or another Borrower Party; (b) the Borrower
Parties may make Restricted Payments to Affiliates to the extent permitted under
Section 8.6; and (c) so long as no Default or Event of Default then exists or
would be caused thereby, (i) the Borrower may make cash Dividends to, or
repurchase shares of common stock from, its shareholders, provided that (A) the
Borrower shall deliver to the Administrative Agent at least fifteen (15) days
prior to any proposed payment date a Compliance Certificate setting forth
calculations demonstrating, on a pro forma basis, that (x) the Borrower shall be
in compliance with the Financial Covenants immediately before and after giving
effect to such Dividend or repurchase, and (y) that Liquidity immediately before
and after giving effect to such Dividend or repurchase shall be not less than
$100,000,000, and (B) with respect to any proposed Dividend, the payment date of
such Dividend shall be during the period following receipt by the Administrative
Agent of the financial statements under Section 7.1 for the fiscal quarter for
which such proposed Dividend is payable and prior to the beginning of the
immediately succeeding fiscal quarter, and (ii) the Borrower may prepay the VRDB
Obligations in an aggregate principal amount not to exceed $7,500,000.

         Section 8.5 Investments. No Borrower Party will make any Investments,
except that (a) any Borrower Party may purchase or otherwise acquire and own
Cash Equivalents; (b) the Borrower Parties may hold the Investments in existence
on the Agreement Date and, so long as no Default or Event of Default shall have
occurred and be continuing and subject to Section 6.20, may make additional
Investments after the Agreement Date in an aggregate amount not to exceed
$5,000,000 at any time outstanding; (c) so long as no Default or Event of
Default shall have occurred and be continuing, the Borrower may convert any of
its Accounts that are in excess of ninety (90) days past due into notes or
Equity Interests from the applicable Account Debtor so long as the
Administrative Agent, for the benefit of the Lender Group, is granted a first
priority security interest in such Equity Interests or notes which Lien is
perfected contemporaneously with the conversion of such Account to Equity
Interests or notes;

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(d) the Borrower may hold the Equity Interests of its Subsidiaries in existence
as of the Agreement Date and its Subsidiaries created after the Agreement Date
in accordance with Section 6.20 and Section 8.7; (e) so long as no Default or
Event of Default shall have occurred and be continuing, the Borrower Parties may
make loans or advances to employees in an aggregate principal amount not to
exceed $500,000 at any time outstanding, in each case in the ordinary course of
business and consistent with practices existing on the Agreement Date; (f) the
Borrower Parties may make Permitted Foreign Investments; (g) so long as no
Default or Event of Default shall have occurred and be continuing and subject to
Section 6.20, may make non-cash Investments in an aggregate amount not to exceed
$1,000,000 during the term of this Agreement; (h) the Borrower may make
Investments in any other Borrower Party; and (i) the Borrower Parties may enter
into derivative agreements not entered into for speculative purposes, and in the
case of interest rate hedging agreements not having a maturity in excess of the
maturities of the Funded Debt of the Borrower Parties, and in the case of
interest rate and currency hedging agreements, having an aggregate notional
amount for all such agreements outstanding not to exceed $300,000,000 without
the consent of the Administrative Agent.

         Section 8.6 Affiliate Transactions. No Borrower Party shall enter into
or be a party to any agreement or transaction with any Affiliate except (a) as
described on Schedule 8.6, (b) relating to compensation and benefits plans for
officers and directors of the Borrower Parties, (c) pursuant to the Borrower's
transfer pricing policy substantially as in effect as of the Agreement Date
subject to normal and customary price adjustments, (d) Investments permitted
under Section 8.5, or (e) in the ordinary course of and pursuant to the
reasonable requirements of the applicable Borrower Party's business and upon
fair and reasonable terms that are no less favorable to such Borrower Party than
it would obtain in a comparable arms length transaction with a Person not an
Affiliate of such Borrower Party. All obligations (consisting of Indebtedness or
otherwise) owed by any Affiliate to any of the Borrower Parties shall be
subordinated in full to the payment of the Obligations.

         Section 8.7 Liquidation; Change in Ownership, Name, or Year;
Disposition or Acquisition of Assets; Etc. No Borrower Party shall at any time:

         (a)      Liquidate or dissolve itself (or suffer any liquidation or
dissolution) or otherwise wind up its business (except that any Subsidiary of
the Borrower may liquidate or dissolve itself in accordance with Applicable
Law);

         (b)      Sell, lease, abandon, transfer or otherwise dispose of, in a
single transaction or a series of related transactions, to any other Person
(other than any other Borrower Party) any assets, property or business except
for the sale of Inventory in the ordinary course of business at the fair market
value thereof and for cash or Cash Equivalents and except for physical assets
used, consumed or otherwise disposed of in the ordinary course of business;
provided, however, so long as the Net Cash Proceeds received in connection
therewith are deposited into a Blocked Account and so long as no

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<PAGE>

Default or Event of Default then exists or would be caused thereby, (A) the
Borrower Parties may dispose of assets related to the product lines for Meters,
circuit protection, Zinco breakers, and enclosures, (B) subject to compliance
with Section 2.6(b), the Borrower may sell, lease, exchange or otherwise dispose
of portions of the Eligible Equipment (x) if such Eligible Equipment is replaced
promptly upon its disposition with Acceptable Replacement Equipment having a
fair market value equal to or greater than the Eligible Equipment so disposed of
and which meets all the criteria for eligibility set forth in the definition of
"Eligible Equipment", or (y) if the greater of (I) the fair market value of such
Eligible Equipment and (II) the gross proceeds received from the disposition
thereof, does not exceed $5,000,000 in the aggregate during any fiscal year
without the consent of the Administrative Agent, so long as the Borrower shall
provide to the Administrative Agent such information and an updated Borrowing
Base Certificate with respect to any such dispositions, (C) Thomas & Betts
International, Inc., may transfer its interests in Foreign Subsidiaries and
Leviton, and (D) the Borrower Parties may terminate any derivative agreements in
accordance with the terms thereof;

         (c)      Become a partner or joint venturer with any third party;
provided, however, that so long as no Default or Event of Default shall then
exist or be caused thereby, the Borrower Parties may become a partner or joint
venturer with a third party so long as (i) the Borrower Parties comply with
Section 6.20, (ii) the resulting partnership or joint venture shall be located
in the continental United States or Puerto Rico and reasonably related to the
Borrower Parties' business as currently conducted, and (iii) the Borrower shall
deliver to the Administrative Agent, at least fifteen (15) days prior thereto, a
Compliance Certificate setting forth calculations demonstrating, on a pro forma
basis, that (A) the Borrower shall be in compliance with the Financial Covenants
immediately before and after giving effect thereto, and (B) that Liquidity
immediately before and after giving effect thereto shall be not less than
$100,000,000;

         (d)      Make any Acquisitions; provided, however, that (i) any
Subsidiary of the Borrower may merge into any Borrower Party so long as the
Borrower Party is the surviving entity after such merger, and (ii) the Borrower
Parties may make Permitted Acquisitions;

         (e)      Change its corporate or business name or form of organization
without giving the Administrative Agent thirty (30) days prior written notice of
its intention to do so and complying with all reasonable requirements of the
Lender Group in regard thereto; or

         (f)      Create any Domestic Subsidiary; provided, however, that, so
long as no Default or Event of Default then exists or would be caused thereby,
the Borrower Parties may create Domestic Subsidiaries subject to compliance with
Section 6.20.

         Section 8.8 Financial Covenants.

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         (a)      Minimum Liquidity. At all times during the term of this
Agreement, the Borrower shall maintain Liquidity of not less than $100,000,000,
unless at such time (a) the Senior Notes (2004) and the Senior Notes (2006)
shall have been retired, refinanced or defeased in full, (b) the Fixed Charge
Coverage Ratio, determined as of the last day of the immediately preceding
fiscal month, shall be greater than 1.15 to 1.00, and (c) the Interest Coverage
Ratio, determined as of the last day of the immediately preceding fiscal month,
shall be greater than 1.30 to 1.00.

         (b)      Minimum Consolidated Liquidity. At all times during the term
of this Agreement, the Borrower shall maintain Consolidated Liquidity of not
less than $175,000,000, unless the Fixed Charge Coverage Ratio, determined as of
the last day of the immediately succeeding fiscal quarter, and as of the last
day of each fiscal quarter ending thereafter until such time as Consolidated
Liquidity shall remain above $175,000,000 for two (2) consecutive fiscal
quarters, shall be greater than or equal to 1.00 to 1.00.

         (c)      Consolidated Net Assets. Ten percent (10%) of Consolidated Net
Assets shall at all times be greater than $52,500,000.

         (d)      Consolidated Tangible Net Assets. Twelve and one-half percent
(12.5%) of Consolidated Tangible Net Assets shall at all times be greater than
$52,500,000.

         (e)      Capital Expenditures. Capital Expenditures shall not exceed
$60,000,000 in the aggregate during any fiscal year; provided, however, to the
extent that amounts available herein for Capital Expenditures with respect to
any fiscal year are not used, up to $10,000,000 of such amounts may be carried
forward to increase the Dollar limit set forth herein for Capital Expenditures
during the immediately following fiscal year.

         Section 8.9 Limitation on Leases. The Borrower Parties shall not
create, incur, assume or suffer to exist, any obligation for the payment of rent
or hire for property or assets of any kind whatsoever, whether real or personal,
under leases or lease agreements (other than Capitalized Lease Obligations)
which would cause the aggregate amount of all payments made by the Borrower
Parties, pursuant to such lease or lease agreements to exceed $20,000,000 during
any calendar year.

         Section 8.10 Sales and Leasebacks. No Borrower Party shall enter into
any arrangement, directly or indirectly, with any third party whereby such
Borrower Party shall sell or transfer any property, real or personal, whether
now owned or hereafter acquired, and whereby such Borrower Party shall then or
thereafter rent or lease as lessee such property or any part thereof or other
property which such Borrower Party intends to use for substantially the same
purpose or purposes as the property sold or transferred, except that the
Borrower Parties may enter into such transactions with respect to (a) Real
Property (other than the Real Property Collateral if the Real Property
Availability has been included in the calculation of the Fixed Asset Borrowing
Base) having an aggregate

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sales price not to exceed $20,000,000 during the term of this Agreement, and (b)
any airplane acquired by the Borrower after the Agreement Date.

         Section 8.11 Amendment and Waiver. The Borrower shall not, and shall
not permit any of its Subsidiaries to, (a) enter into any amendment of, or agree
to or accept any waiver, which would adversely affect the rights of such
Borrower Party or the Lender Group, or any of them, of (i) its articles or
certificate of incorporation or formation, by-laws or other governing documents,
(ii) the Indentures or any of the Senior Notes or any of the Refinancing Notes
Documents, or (iii) any documents evidencing any Subordinated Debt, except
amendments, waivers and modifications approved by the Administrative Agent, or
(b) enter into any amendment or modification to any Material Financing Agreement
of a material nature (other than an amendment and restatement of the Canadian
Credit Agreement which amendment and restatement shall not increase the maximum
amount of credit available thereunder to more than 45,000,000 Canadian dollars,
increase the Borrower or any of its Subsidiaries' obligations with respect
thereto, or secure the obligations thereunder with assets which do not secure
the Canadian Credit Agreement on the Agreement Date), or (c) permit any Material
Contract to be cancelled or terminated prior to its stated maturity if such
cancellation would have a Materially Adverse Effect.

         Section 8.12 ERISA Liability. Neither the Borrower nor of its any ERISA
Affiliates shall fail to meet all of the applicable minimum funding requirements
of ERISA and the Code, without regard to any waivers thereof, and, to the extent
that the assets of any Plan would be less than an amount sufficient to provide
all accrued benefits payable under such Plans, the Borrower shall make (or cause
to be made) the contribution required under Section 302 of ERISA or Section 412
of the Code (based on the Borrower's current actuarial assumptions). Except as
provided in Schedule 5.1(o), neither the Borrower nor any ERISA Affiliate shall
become a participant in any Multiemployer Plan.

         Section 8.13 Prepayments. No Borrower Party shall voluntarily prepay,
redeem, defease or purchase in any manner, or deposit or set aside funds for the
purpose of any of the foregoing, make any payment in respect of principal of, or
make any payment in respect of interest on, (a) any Funded Debt (other than any
Subordinated Debt), except the Borrower may (i) make regularly scheduled
payments of principal or interest required in accordance with the terms of the
instruments governing any Funded Debt permitted hereunder, (ii) make payments
constituting Restricted Payments permitted under Section 8.4, and (iii) make
payments, including prepayments permitted or required hereunder, with respect to
the Obligations, or (b) any Subordinated Debt except to the extent permitted by
the applicable Subordination Agreement.

         Section 8.14 Negative Pledge. The Borrower shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, enter into any
agreement (other than the Loan Documents, the Canadian Credit Agreement and any
Permitted Foreign Credit Facility)

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with any Person that prohibits or restricts or limits the ability of the
Borrower or any of its Subsidiaries to create, incur, pledge, or suffer to exist
any Lien upon any of its respective assets, or restricts the ability of any
Subsidiary of the Borrower to pay Dividends to the Borrower.

                                   ARTICLE 9.

                                    DEFAULT

         Section 9.1 Events of Default. Each of the following events shall
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment or order of any court or any order, rule, or regulation
of any governmental or non-governmental body:

         (a)      Any representation or warranty made under this Agreement or in
any other Loan Document shall prove incorrect or misleading in any material
respect when made or deemed to have been made pursuant to Section 5.5;

         (b)      (i) Any payment of any principal hereunder, or any
reimbursement obligations with respect to any Letter of Credit, shall not be
received by the Administrative Agent on the date such payment is due, or (ii)
any payment of any interest hereunder, or any fees payable hereunder or under
the other Loan Documents, or any other Obligations, shall not be received within
five (5) Business Days after the date such payment is due;

         (c)      (i) Any Borrower Party shall default in the performance or
observance of any agreement or covenant contained in Section 2.12 (Use of
Proceeds), 6.1(a) (Preservation of Existence), 6.5 (Insurance), 6.7 (Visits and
Inspections), 6.15 (The Blocked Account), 6.22 (Post-Closing Covenants), 8.1
(Indebtedness), 8.2 (Guaranties), 8.3 (Liens), 8.4 (Restricted Payments and
Purchases), 8.5 (Investments), 8.7 (Liquidation; Change in Ownership, Name;
Disposition or Acquisition of Assets; Etc.), 8.8 (Financial Covenants), 8.13
(Prepayments) or 8.14 (Negative Pledge), or (ii) any Borrower Party shall
default in the performance or observance of any agreement or covenant contained
in Article 7 within ten (10) days of such default;

         (d)      Any Borrower Party shall default in the performance or
observance of any other agreement or covenant contained in this Agreement not
specifically referred to elsewhere in this Section 9.1, and such default, if
curable, shall not be cured within the earlier of (i) a period of thirty (30)
days from the date that such Borrower Party knew or reasonably should have known
of the occurrence of such default, or (ii) a period of thirty (30) days after
written notice of such default is given to such Borrower Party;

         (e)      There shall occur any default in the performance or observance
of any agreement or covenant contained in any of the other Loan Documents (other
than this

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Agreement or as otherwise provided in this Section 9.1), or in any Hedge
Agreement, which shall not be cured within the applicable cure period, if any,
provided for therein, or, if there is no applicable cure period set forth
therein, within the earlier of (i) a period of thirty (30) days from the date
that any Borrower Party knew or reasonably should have known of the occurrence
of such default, or (ii) a period of thirty (30) days after written notice of
such default is given to the Borrower Parties;

         (f)      There shall occur any Change of Control;

         (g)      (i) There shall be entered a decree or order for relief in
respect of the Borrower or any of its Subsidiaries under the Bankruptcy Code, or
any other applicable federal or state bankruptcy law or other similar law, or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator,
or similar official of the Borrower or any of its Subsidiaries or of any
substantial part of their respective properties, or ordering the winding-up or
liquidation of the affairs of the Borrower or any of its Subsidiaries, or (ii)
an involuntary petition shall be filed against the Borrower or any of its
Subsidiaries and a temporary stay entered and (A) such petition and stay shall
not be diligently contested, or (B) any such petition and stay shall continue
undismissed for a period of sixty (60) consecutive days;

         (h)      The Borrower or any of its Subsidiaries shall file a petition,
answer, or consent seeking relief under the Bankruptcy Code, or any other
applicable federal or state bankruptcy law or other similar law, or the Borrower
or any of its Subsidiaries shall consent to the institution of proceedings
thereunder or to the filing of any such petition or to the appointment or taking
of possession of a receiver, liquidator, assignee, trustee, custodian,
sequestrator, or other similar official of the Borrower or such Subsidiary or of
any substantial part of its properties, or the Borrower or any of its
Subsidiaries shall fail generally to pay their respective debts as they become
due, or the Borrower or any of its Subsidiaries shall take any action in
furtherance of any such action;

         (i)      A final judgment (other than a money judgment or judgments
fully covered (except for customary deductibles or copayments not to exceed
$5,000,000 in the aggregate) by insurance as to which the insurance company has
acknowledged coverage) shall be entered by any court against the Borrower or any
of its Subsidiaries for the payment of money which exceeds $5,000,000 or a
warrant of attachment or execution or similar process shall be issued or levied
against property of the Borrower or any of its Subsidiaries pursuant to a final
judgment which, together with all other such property of the Borrower or any of
its Subsidiaries subject to other such process, exceeds in value $5,000,000 in
the aggregate, and if, within thirty (30) days after the entry, issue, or levy
thereof, such judgment, warrant, or process shall not have been paid or
discharged or stayed pending appeal, or if, after the expiration of any such
stay, such judgment, warrant, or process shall not have been paid or discharged;

         (j)      There shall be at any time any "accumulated funding
deficiency," as defined in Section 302 of ERISA or in Section 412 of the Code,
with respect to any Plan

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<PAGE>

subject to such Sections; or a trustee shall be appointed by a United States
District Court to administer any such Plan; or the PBGC shall institute
proceedings to terminate any such Plan; or the Borrower or any of its ERISA
Affiliates shall incur any liability to the PBGC in connection with the
termination of any such Plan; or any Plan or trust created under any Plan of the
Borrower or any of its ERISA Affiliates shall engage in a Prohibited Transaction
which would subject any such Plan, any trust created thereunder, any trustee or
administrator thereof, or any party dealing with any such Plan or trust to any
material tax or penalty on Prohibited Transactions imposed by Section 502 of
ERISA or Section 4975 of the Code; or except as provided in Schedule 5.1(o), the
Borrower or any of its ERISA Affiliates shall enter into or become obligated to
contribute to a Multiemployer Plan;

         (k)      There shall occur (i) any payment default (after the
expiration of any applicable cure period) under any indenture, agreement, or
instrument evidencing Funded Debt of any Borrower Party in an aggregate
principal amount of $8,000,000 or more (including, without limitation, under any
documents evidencing any Subordinated Debt), or (ii) any event or condition
which results in the acceleration of the maturity of Funded Debt outstanding of
the Borrower or any of its Subsidiaries in an aggregate principal amount of
$8,000,000 or more (including, without limitation, any required mandatory
prepayment or "put" of such Funded Debt to the Borrower or any Subsidiary) or
enables (or, with the giving of notice or lapse of time or both, would enable)
the holders of such Funded Debt or commitment or any Person acting on such
holders' behalf to accelerate the maturity thereof or terminate any such
commitment prior to its normal expiration (including, without limitation, any
required mandatory prepayment or "put" of such Funded Debt to the Borrower or
any Subsidiary);

         (l)      All or any portion of any Security Document shall at any time
and for any reason be declared to be null and void, or a proceeding shall be
commenced by any Borrower Party or any Affiliate thereof, or by any governmental
authority having jurisdiction over any Borrower Party any Affiliate of any
Borrower Party, seeking to establish the invalidity or unenforceability thereof
(exclusive of questions of interpretation of any provision thereof), or any
Borrower Party or any Affiliate of a Borrower Party shall deny that it has any
liability or obligation for the payment of principal or interest purported to be
created under any Loan Document;

         (m)      There shall have occurred an event that could reasonably be
expected to have a Materially Adverse Effect on the legality, validity or
enforceability of any of the Loan Document; or

         (n)      The Borrower shall make any payment of principal or interest
due in respect of any Senior Notes or any Refinancing Notes other than (i)
regularly scheduled payments of interest due on the Senior Notes to the holders
thereof in accordance with the terms of the Indentures as in effect on the
Agreement Date or as amended thereafter in accordance with Section 8.11; and
(ii) repayments or prepayments of principal with

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respect to the Senior Notes (2004) and the Senior Notes (2006) funded by Net
Cash Proceeds received by the Borrower in connection with the issuance of the
Senior Notes (2013) or the Refinancing Notes and/or the proceeds of an Advance
of the Revolving Loans, provided that the Borrower shall have delivered to the
Administrative Agent, at least three (3) Business Days prior to any proposed
repayment date, a Compliance Certificate setting forth calculations
demonstrating, on a pro forma basis, that (A) the Borrower shall be in
compliance with the Financial Covenants immediately before and after giving
effect to such repayment, and (B) that Liquidity immediately before and after
giving effect to such repayment shall be not less than $100,000,000.

         Section 9.2 Remedies. If an Event of Default shall have occurred and
shall be continuing, in addition to the rights and remedies set forth elsewhere
in this Agreement, and the other Loan Documents and Hedge Agreements:

         (a)      With the exception of an Event of Default specified in Section
9.1(g) or (h), the Administrative Agent, at the direction of the Majority
Lenders, shall (i) terminate each Revolving Loan Commitment and each Letter of
Credit Commitment, or (ii) declare the principal of and interest on the Loans
and all other Obligations (other than any obligations as existing from time to
time of any Borrower Party to the Administrative Agent (or an Affiliate of the
Administrative Agent) or any Lender arising from or in connection with any Hedge
Agreements) to be forthwith due and payable without presentment, demand,
protest, or notice of any kind, all of which are hereby expressly waived,
anything in this Agreement or in any other Loan Document to the contrary
notwithstanding, or both.

         (b)      Upon the occurrence and continuance of an Event of Default
specified in Sections 9.1(g) or (h), such principal, interest, and other
Obligations (other than any obligations as existing from time to time of any
Borrower Party to the Administrative Agent (or an Affiliate of the
Administrative Agent) or any Lender arising from or in connection with any Hedge
Agreements) shall thereupon and concurrently therewith become due and payable,
and each Revolving Loan Commitment and each Letter of Credit Commitment shall
forthwith terminate, all without any action by the Lender Group, or any of them,
or the Majority Lenders and without presentment, demand, protest, or other
notice of any kind, all of which are expressly waived, anything in this
Agreement or in any other Loan Document to the contrary notwithstanding.

         (c)      The Administrative Agent, with the concurrence of the Majority
Lenders, shall exercise all of the post-default rights granted to it and to them
under the Loan Documents or under Applicable Law. The Administrative Agent, for
the benefit of the Lender Group, shall have the right to the appointment of a
receiver for the property of the Borrower Parties, and the Borrower Parties
hereby consent to such rights and such appointment and hereby waive any
objection the Borrower Parties may have thereto or the right to have a bond or
other security posted by the Lender Group, or any of them, in connection
therewith.

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         (d)      In regard to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of any acceleration of
the Obligations pursuant to the provisions of this Section 9.2 or, upon the
request of the Administrative Agent, after the occurrence of an Event of Default
and prior to acceleration, the Borrower shall promptly upon demand by the
Administrative Agent deposit in a Letter of Credit Reserve Account opened by
Administrative Agent, for the benefit of the applicable Issuing Banks, an amount
equal to one hundred and five percent (105%) of the aggregate then undrawn and
unexpired amount of such Letter of Credit Obligations, or provide one or more
Backup Letters of Credit in respect of such Letter of Credit Obligations.
Amounts held in such Letter of Credit Reserve Account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after such Letters of Credit shall have
expired or been fully drawn upon, if any, shall be applied to repay other
Obligations in the manner set forth in Section 2.11. Pending the application of
such deposit to the payment of the Reimbursement Obligations, the Administrative
Agent shall, to the extent reasonably practicable, invest such deposit in an
interest bearing open account or similar available savings deposit account and
all interest accrued thereon shall be held with such deposit as additional
security for the Obligations. After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied, and all other Obligations shall have been paid in full, the balance,
if any, in such Letter of Credit Reserve Account shall be returned to the
Borrower. Except as expressly provided hereinabove, presentment, demand, protest
and all other notices of any kind are hereby expressly waived by the Borrower.

         (e)      The rights and remedies of the Lender Group hereunder shall be
cumulative, and not exclusive.

                                  ARTICLE 10.

                            THE ADMINISTRATIVE AGENT

         Section 10.1 Appointment and Authorization. Each member of the Lender
Group hereby irrevocably appoints and authorizes, and hereby agrees that it will
require any transferee of any of its interest in this Agreement and the other
Loan Documents and its Revolving Loans or Revolving Loan Commitments or, if
applicable, its Letter of Credit Commitment irrevocably to appoint and
authorize, the Administrative Agent to take such actions as its agent on its
behalf and to exercise such powers hereunder and under the Security Documents as
are delegated by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto. Without limiting the foregoing, each member of
the Lender Group hereby authorizes the Administrative Agent to execute and
deliver each Loan Document to which the Administrative Agent is, or is required
to be, a party. Neither the Administrative Agent nor any of its directors,
officers, employees, or agents shall be liable for any action taken or omitted
to be taken by it hereunder or in connection herewith, except for its own gross
negligence or willful

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misconduct as determined by a final non-appealable order of a court of competent
jurisdiction. Except as expressly otherwise provided in this Agreement, the
Administrative Agent shall have and may use its sole discretion with respect to
exercising or refraining from exercising any discretionary rights or taking or
refraining from taking any actions which the Administrative Agent is expressly
entitled to take or assert under this Agreement and the other Loan Documents,
including (a) the determination of the applicability of ineligibility criteria
with respect to the calculation of the Current Asset Borrowing Base and the
Fixed Asset Borrowing Base, (b) the making of Agent Advances pursuant to Section
2.2(h), and (c) the exercise of remedies pursuant to Section 9.2, and any action
so taken or not taken shall be deemed consented to by the Lender Group.

         Section 10.2 Interest Holders. The Administrative Agent may treat each
Lender, or the Person designated in the last notice filed with the
Administrative Agent under this Section 10.2, as the holder of all of the
interests of such Lender in this Agreement and the other Loan Documents and its
Revolving Loans or Revolving Loan Commitments until written notice of transfer,
signed by such Lender (or the Person designated in the last notice filed with
the Administrative Agent) and by the Person designated in such written notice of
transfer, in form and substance satisfactory to the Administrative Agent, shall
have been filed with the Administrative Agent.

         Section 10.3 Consultation with Counsel. The Administrative Agent may
consult with legal counsel selected by it and shall not be liable to any Lender
or any Issuing Bank for any action taken or suffered by it in good faith in
reliance on the advice of such counsel.

         Section 10.4 Documents. The Administrative Agent shall not be under any
duty to examine, inquire into, or pass upon the validity, effectiveness, or
genuineness of this Agreement, any Note, or any instrument, document, or
communication furnished pursuant hereto or in connection herewith, and the
Administrative Agent shall be entitled to assume that they are valid, effective,
and genuine, have been signed or sent by the proper parties, and are what they
purport to be.

         Section 10.5 Administrative Agent and Affiliates. With respect to the
Revolving Loan Commitments and the Loans, the Administrative Agent shall have
the same rights and powers hereunder as any other Lender, and the Administrative
Agent and its affiliates may accept deposits from, lend money to, and generally
engage in any kind of business with the Borrower Parties or any Affiliates of,
or Persons doing business with, the Borrower Parties, as if it were not the
Administrative Agent or affiliated with the Administrative Agent and without any
obligation to account therefor. The Lender and the Issuing Banks acknowledge
that the Administrative Agent and its Affiliates have other lending and
investment relationships with the Borrower Parties and their Affiliates and in
the future may enter into additional such relationships.

         Section 10.6 Responsibility of the Administrative Agent. The duties and
obligations of the Administrative Agent under this Agreement are only those
expressly

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set forth in this Agreement. The Administrative Agent shall be entitled to
assume that no Default or Event of Default has occurred and is continuing unless
it has actual knowledge, or has been notified by the any Borrower Party, of such
fact, or has been notified by a Lender that such Lender considers that a Default
or an Event of Default has occurred and is continuing, and such Lender shall
specify in detail the nature thereof in writing. The Administrative Agent shall
provide each Lender with copies of such documents received from any Borrower
Party as such Lender may reasonably request.

         Section 10.7 Action by Administrative Agent.

         (a)      The Administrative Agent shall be entitled to use its
discretion with respect to exercising or refraining from exercising any rights
which may be vested in it by, and with respect to taking or refraining from
taking any action or actions which it may be able to take under or in respect
of, this Agreement, unless the Administrative Agent shall have been instructed
by the Majority Lenders to exercise or refrain from exercising such rights or to
take or refrain from taking such action, provided that the Administrative Agent
shall not exercise any rights under Section 9.2(a) or 9.2(c) of this Agreement
without the approval of the Majority Lenders. The Administrative Agent shall
incur no liability under or in respect of this Agreement with respect to
anything which it may do or refrain from doing in the reasonable exercise of its
judgment or which may seem to it to be necessary or desirable in the
circumstances.

         (b)      The Administrative Agent shall not be liable to the Lenders
and the Issuing Banks, or any of them, in acting or refraining from acting under
this Agreement in accordance with the instructions of the Majority Lenders, and
any action taken or failure to act pursuant to such instructions shall be
binding on all Lenders and Issuing Banks.

         Section 10.8 Notice of Default or Event of Default. In the event that
the Administrative Agent or any Lender shall acquire actual knowledge, or shall
have been notified in writing, of any Default or Event of Default, the
Administrative Agent or such Lender shall promptly notify the Lenders and the
Administrative Agent, and the Administrative Agent shall take such action and
assert such rights under this Agreement as the Majority Lenders shall request in
writing, and the Administrative Agent shall not be subject to any liability by
reason of its acting pursuant to any such request. If the Majority Lenders shall
fail to request the Administrative Agent to take action or to assert rights
under this Agreement in respect of any Default or Event of Default within ten
(10) days after their receipt of the notice of any Default or Event of Default
from the Administrative Agent or any Lender, or shall request inconsistent
action with respect to such Default or Event of Default, the Administrative
Agent may, but shall not be required to, take such action and assert such rights
(other than rights under Article 9) as it deems in its discretion to be
advisable for the protection of the Lender Group, except that, if the Majority
Lenders have instructed the Administrative Agent not to take such action or

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assert such right, in no event shall the Administrative Agent act contrary to
such instructions.

         Section 10.9 Responsibility Disclaimed. The Administrative Agent shall
not be under any liability or responsibility whatsoever as Administrative Agent:

         (a)      To any Borrower Party or any other Person or entity as a
consequence of any failure or delay in performance by or any breach by, any
Lender or Lenders of any of its or their obligations under this Agreement;

         (b)      To the Lender Group, or any of them, as a consequence of any
failure or delay in performance by, or any breach by, any Borrower Party or any
other obligor of any of its obligations under this Agreement or any other Loan
Document; or

         (c)      To the Lender Group, or any of them, for any statements,
representations, or warranties in this Agreement, or any other document
contemplated by this Agreement or any information provided pursuant to this
Agreement, any other Loan Document, or any other document contemplated by this
Agreement, or for the validity, effectiveness, enforceability, or sufficiency of
this Agreement, any other Loan Document, or any other document contemplated by
this Agreement.

         Section 10.10 Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower) pro rata in
accordance with their respective Revolving Commitment Ratios from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, investigations, costs, expenses (including fees and expenses
of experts, agents, consultants, and counsel), or disbursements of any kind or
nature (whether or not the Administrative Agent is a party to any such action,
suit or investigation) whatsoever which may be imposed on, incurred by, or
asserted against the Administrative Agent in any way relating to or arising out
of this Agreement, any other Loan Document, or any other document contemplated
by this Agreement or any action taken or omitted by the Administrative Agent
under this Agreement, any other Loan Document, or any other document
contemplated by this Agreement, except that no Lender shall be liable to the
Administrative Agent for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses, or disbursements
resulting from the gross negligence or willful misconduct of the Administrative
Agent as determined by a final non-appealable order of a court of competent
jurisdiction. The provisions of this Section 10.10 shall survive the termination
of this Agreement.

         Section 10.11 Credit Decision. Each Lender represents and warrants to
each other and to the Administrative Agent that:

         (a)      In making its decision to enter into this Agreement and to
make its Advances it has independently taken whatever steps it considers
necessary to evaluate the financial condition and affairs of the Borrower
Parties and that it has made an

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independent credit judgment, and that it has not relied upon information
provided by the Administrative Agent; and

         (b)      So long as any portion of the Obligations remains outstanding,
it will continue to make its own independent evaluation of the financial
condition and affairs of the Borrower Parties.

         Section 10.12 Successor Administrative Agent. Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving written notice
thereof to the Lenders and the Borrower. Upon any such resignation, the Majority
Lenders shall have the right to appoint a successor Administrative Agent (with
the consent of the Borrower if no Event of Default then exists). If no successor
Administrative Agent shall have been so appointed by the Majority Lenders, and
shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be any Lender or a commercial bank organized
under the laws of the United States of America or any political subdivision
thereof which has combined capital and reserves in excess of $5,000,000,000.
Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges,
duties, and obligations of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article 10.12 shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as the Administrative Agent.

         Section 10.13 Administrative Agent May File Proofs of Claim. The
Administrative Agent may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent, its agents,
financial advisors and counsel), the Lenders and the Issuing Banks allowed in
any judicial proceedings relative to any Borrower Party, or any of their
respective creditors or property, and shall be entitled and empowered to
collect, receive and distribute any monies, securities or other property payable
or deliverable on any such claims and any custodian in any such judicial
proceedings is hereby authorized by each Lender and Issuing Bank to make such
payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders and
the Issuing Banks, to pay to the Administrative Agent any amount due to the
Administrative Agent for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent, its agents, financial advisors and
counsel, and any other amounts due the Administrative Agent under Section 11.2.
Nothing contained in this Agreement

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or the Loan Documents shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or any
Issuing Bank any plan of reorganization, arrangement, adjustment or composition
affecting this Agreement, any of the other Loan Documents, the Letters of Credit
or the rights of any holder thereof, or to authorize the Administrative Agent to
vote in respect of the claim of any Lender or any Issuing Bank in any such
proceeding.

         Section 10.14 Collateral. The Administrative Agent is hereby authorized
to hold all Collateral pledged pursuant to any Loan Document and to act on
behalf of the Lender Group, in its own capacity and through other agents
appointed by it, under the Security Documents; provided that the Administrative
Agent shall not agree to the release of any Collateral except in accordance with
the terms of this Agreement. The Lender Group acknowledges that the Loans, any
Overadvances, any obligations in respect of Bank Product Documents and Hedge
Agreements, and all interest, fees and expenses hereunder constitute one
Indebtedness, secured pari passu by all of the Collateral.

         Section 10.15 Release of Collateral.

         (a)      Each Lender and each Issuing Bank hereby directs, in
accordance with the terms of this Agreement, the Administrative Agent to release
or to subordinate any Lien held by the Administrative Agent for the benefit of
the Lender Group:

                           (i)      against all of the Collateral, upon final
         and indefeasible payment in full of the Obligations (other than any
         Obligations then outstanding in respect of Bank Products and any
         contingent indemnity obligations) and termination of this Agreement; or

                           (ii)     against any part of the Collateral sold or
         disposed of by the Borrower Parties if such sale or disposition is
         permitted by Section 8.7 or is otherwise consented to by the requisite
         Lenders for such release as set forth in Section 11.12, as certified to
         the Administrative Agent by the Borrower in a certificate of an
         Authorized Signatory thereof.

         (b)      Each Lender and each Issuing Bank hereby directs the
Administrative Agent to execute and deliver or file or authorize the filing of
such termination and partial release statements and do such other things as are
necessary to release Liens to be released pursuant to this Section 10.15
promptly upon the effectiveness of any such release. Upon request by the
Administrative Agent at any time, the Lenders and the Issuing Banks will confirm
in writing the Administrative Agent's authority to release particular types or
items of Collateral pursuant to this Section 10.15.

         Section 10.16 Additional Agents. None of the Lenders or other entities
identified on the facing page of or elsewhere in this Agreement as an "arranger"
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement or any other Loan Document other than those applicable to all
Lenders as such. Without

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limiting the foregoing, none of the Lenders so identified shall have or be
deemed to have any fiduciary relationship with any other Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders or
other entities so identified in deciding to enter into this Agreement or any
other Loan Document or in taking or not taking action hereunder or thereunder.

         Section 10.17 Swap Reporting. With fifteen (15) days after the end of
each calendar month, each Lender that is a party to a Hedge Agreement shall
deliver to the Administrative Agent a report of the mark-to-market interest rate
with respect to all of its Hedge Agreements as of the end of such month.

                                  ARTICLE 11.

                                 MISCELLANEOUS

         Section 11.1 Notices.

         (a)      All notices and other communications under this Agreement
shall be in writing and shall be effective (i) if given by facsimile, when such
telecopy is transmitted and the confirmation is received, (ii) if given by mail,
seventy-two (72) hours after deposit in the mail with first class postage
prepaid, and (iii) if given by any other means, when delivered, in each case
addressed to the party to which such notice is directed at its address
determined as in this Section 11.1. All notices and other communications under
this Agreement shall be given to the parties hereto at the following addresses:

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                               (i)      If to any Borrower Party, to such
                               Borrower Party in care of the Borrower at:

                                       Thomas & Betts Corporation
                                       8155 T&B Boulevard
                                       Memphis, Tennessee 38125
                                       Attn: Vice President-Treasurer
                                       Facsimile No.: (901) 252-1345

                                       with a copy to:

                                       Thomas & Betts Corporation
                                       8155 T&B Boulevard
                                       Memphis, Tennessee 38125
                                       Attn: Vice President-General Counsel
                                       Facsimile No.: (901) 252-1372

                               (ii)    If to the Administrative Agent, to it at:

                                       Wachovia Bank, National Association
                                       191 Peachtree Street, N.E.
                                       Atlanta, Georgia 30303-1757
                                       Attn: Structured Finance
                                       Facsimile No.: (404) 332-6920

                                       with a copy to:

                                       Chris D. Molen, Esq.
                                       Paul, Hastings, Janofsky & Walker LLP
                                       600 Peachtree Street, N.E.
                                       Suite 2400
                                       Atlanta, Georgia 30308
                                       Facsimile No.: (404) 815-2424

                           (iii)    If to the Lenders, to them at the addresses
set forth on the signature pages of this Agreement.

                           (iv)     If to the Issuing Banks, at the addresses
set forth on the signature pages of this Agreement.

         (b)      Copies shall be provided to Persons other than parties hereto
only in the case of notices under Article 9.

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         (c)      Any party hereto may change the address to which notices shall
be directed under this Section 11.1 by giving ten (10) days' written notice of
such change to the other parties.

         Section 11.2 Expenses. The Borrower agrees to promptly pay or
reimburse:

         (a)      All reasonable out-of-pocket expenses of the Administrative
Agent in connection with the preparation, negotiation, execution, delivery and
syndication of this Agreement and the other Loan Documents, the transactions
contemplated hereunder and thereunder, and the making of the initial Advance
hereunder, including, but not limited to, the fees and disbursements of counsel
for the Administrative Agent;

         (b)      All reasonable out-of-pocket expenses of the Administrative
Agent in connection with the administration of the transactions contemplated in
this Agreement or any of the other Loan Documents, and the preparation,
negotiation, execution, and delivery of any waiver, amendment, or consent by the
Lenders relating to this Agreement or any of the other Loan Documents,
including, but not limited to: (i) all reasonable fees, expenses and
disbursements of any law firm or special counsel engaged by the Administrative
Agent; (ii) costs and expenses (including reasonable attorneys' and paralegals'
fees and disbursements) for any amendment, supplement, waiver, consent, or
subsequent closing in connection with the Loan Documents, or in respect of any
Hedge Agreements, and the transactions contemplated thereby; (iii) costs and
expenses of lien and title searches on the Collateral and title insurance on the
Real Property Collateral; (iv) taxes, fees and other charges for recording any
mortgages, filing financing statements and continuations, and other actions to
perfect, protect, and continue the Administrative Agent's Liens on the
Collateral (including costs and expenses paid or incurred by the Administrative
Agent in connection with the consummation of this Agreement); (v) sums paid or
incurred to pay any amount or take any action required of the Borrower Parties
under the Loan Documents, or in respect of any Bank Products or Hedge
Agreements, that the Borrower Parties fail to pay or take; (vi) costs of
appraisals, inspections, and verifications of the Collateral and other due
diligence, including travel, lodging, and meals for inspections of the
Collateral and the Borrower Parties' operations by the Administrative Agent plus
the Administrative Agent's then generally-applicable and customary charge for
field examinations and audits or any reappraisals and the preparation of reports
thereof (such charge is currently $775 per day (or portion thereof) for each
Person retained or employed by the Administrative Agent with respect to each
field examination or audit); provided, however, absent the existence of a
Default or Event of Default, the obligations of the Borrower to reimburse the
Administrative Agent for the costs of field examinations shall be limited to not
more than one (1) such field examination during any consecutive six (6) month
period, or in the event any Advances are outstanding, not more than one (1) such
field examination per fiscal quarter; and (vii) costs and expenses of forwarding
loan proceeds, collecting checks and other items of payment, and establishing
and maintaining Blocked Accounts and lock boxes, and costs and expenses of
preserving and protecting the Collateral;

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<PAGE>

         (c)      All out-of-pocket costs and expenses of each member of the
Lender Group in connection with any restructuring, refinancing, or "work out" of
the transactions contemplated by this Agreement, and of obtaining performance
under this Agreement, the other Loan Documents or any Hedge Agreements, and all
out-of-pocket costs and expenses of collection if default is made in the payment
of the Obligations, which in each case shall include fees and out-of-pocket
expenses of special counsel for each member of the Lender Group and the fees and
out-of-pocket expenses of any experts or consultants of the Administrative
Agent; and

         (d)      All taxes, assessments, general or special, and other charges
levied on, or assessed, placed or made against any of the Loan Documents, the
Collateral or the Obligations, excluding income taxes of the Administrative
Agent and each Lender.

         Section 11.3 Waivers. The rights and remedies of the Administrative
Agent and the Lenders under this Agreement, and under the other Loan Documents
and Hedge Agreements, shall be cumulative and not exclusive of any rights or
remedies which they would otherwise have. No failure or delay by the
Administrative Agent, the Issuing Banks, the Majority Lenders or the Lenders in
exercising any right shall operate as a waiver of such right. The Administrative
Agent and the Lenders expressly reserve the right to require strict compliance
with the terms of this Agreement in connection with any funding of a request for
an Advance. In the event the Lenders decide to fund a request for an Advance at
a time when the Borrower is not in strict compliance with the terms of this
Agreement, such decision by the Lenders shall not be deemed to constitute an
undertaking by the Lenders to fund any further requests for Advances or preclude
the Lenders from exercising any rights available to the Lenders under the Loan
Documents or at law or equity. Any waiver or indulgence granted by the Lenders
or by the Majority Lenders shall not constitute a modification of this
Agreement, except to the extent expressly provided in such waiver or indulgence,
or constitute a course of dealing by the Lenders at variance with the terms of
the Agreement such as to require further notice by the Lenders of the Lenders'
intent to require strict adherence to the terms of the Agreement in the future.
Any such actions shall not in any way affect the ability of the Lenders, in
their discretion, to exercise any rights available to them under this Agreement
or under any other agreement, whether or not the Lenders are party, relating to
the Borrower.

         Section 11.4 Set-Off. In addition to any rights now or hereafter
granted under Applicable Law and not by way of limitation of any such rights,
except to the extent limited by Applicable Law, upon the occurrence of a Default
or an Event of Default and during the continuation thereof, the Lenders and any
subsequent holder or holders of the Obligations are hereby authorized by the
Borrower Parties at any time or from time to time, without notice to any
Borrower Party or to any other Person, any such notice being hereby expressly
waived, to set-off and to appropriate and apply any and all deposits (general or
special, time or demand, including, but not limited to, Indebtedness evidenced
by certificates of deposit, in each case whether matured or unmatured, but not
including

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<PAGE>

any amounts held by any member of the Lender Group or any of its Affiliates in
any escrow account) and any other Indebtedness at any time held or owing by the
Lenders or such holder to or for the credit or the account of any Borrower
Party, against and on account of the obligations and liabilities of the Borrower
Parties, to the Lenders or such holder under this Agreement, any other Loan
Document, any Bank Products and any Hedge Agreements, including, but not limited
to, all claims of any nature or description arising out of or connected with
this Agreement, any other Loan Document, any Bank Product Documents or any Hedge
Agreements, irrespective of whether or not (a) the Lenders or the holder of the
Obligations shall have made any demand hereunder or (b) the Lenders shall have
declared the principal of and interest on the Loans and other amounts due
hereunder to be due and payable as permitted by Section 9.2 and although said
obligations and liabilities, or any of them, shall be contingent or unmatured.
Any sums obtained by any Lender or by any subsequent holder of the Obligations
shall be subject to the application of payments provisions of Article 2.

         Section 11.5 Assignment.

         (a)      The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Borrower Party 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 any Borrower
Party without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
and, to the extent expressly contemplated hereby, the Affiliates of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

         (b)      Any Lender (and any Lender that is an Issuing Bank) may assign
to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Revolving Loan
Commitments and the Revolving Loans at the time owing to it and, if applicable,
all or a portion of its Letter of Credit Commitment); provided that (i) except
in the case of an assignment of the entire remaining amount of the assigning
Lender's Revolving Loan Commitments and the Revolving Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender, the
aggregate amount of the Revolving Loan Commitments 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 $5,000,000, unless each of the Administrative
Agent and, so long as no Default or Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed), (ii) each assignment shall be made on a pro
rata basis between the Fixed Asset Commitment and Current Asset Commitment and
between the Fixed Asset Loans and Current Asset Loans of the assigning Lender,
and (iii) the parties to each

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<PAGE>

assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500, and
the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. Subject to acceptance and
recording thereof by the Administrative Agent pursuant to paragraph (c) of this
Section, from and after the effective date specified in each Assignment and
Acceptance, the Eligible 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 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
2.8(b), 2.9, 6.18, 12.3 and 12.5). 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 (d) of this Section.

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

         (d)      Any Lender may, without the consent of, or prior notice to,
the Borrower or the Administrative Agent, sell participations to one or more
banks or other entities in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Revolving
Loan Commitments and the Revolving 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 and the Lender Group
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. Each Lender selling a
participation to any Person under this Section 11.5(d) will, within ten (10)
Business Days of such sale, provide the Borrower and the Administrative Agent
with written notification stating that such sale has occurred and identifying
the Participant and the interest purchased by such Participant. 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

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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 Section 11.12(a)(i) that affects
such Participant. Subject to paragraph (e) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.8(b), 2.9
and 12.3 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 11.4
as though it were a Lender, provided such Participant agrees to be subject to
Section 2.10(b) as though it were a Lender.

         (e)      A Participant shall not be entitled to receive any greater
payment under Section 2.8(b) or Section 12.3 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.

         (f)      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 without limitation (i) any pledge or
assignment to secure obligations to a Federal Reserve Bank and (ii) any pledge
or assignment of all or any portion of such Lender's rights under this Agreement
to any holders of obligations owed, or securities issued, by such Lender as
security for such obligations or securities, or to any trustee for, or any other
representative of, such holders, and this Section shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

         Section 11.6 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.
In proving this Agreement or any other Loan Document in any judicial
proceedings, it shall not be necessary to produce or account for more than one
such counterpart signed by the party against whom such enforcement is sought.
Any signatures delivered by a party by facsimile transmission shall be deemed an
original signature hereto.

         Section 11.7 Governing Law. This Agreement and the Loan Documents
(except to the extent otherwise provided therein) shall be governed by and
construed in accordance with the laws of the State of New York, including,
without limitation, Sections 5-1401 and 5-1402 of the New York General
Obligations Law and Section 327(b) of the New York Civil Practice Laws and Rules
and without reference to the conflict or choice of law principles thereof except
to the extent that the validity or perfection of the Administrative Agent's Lien
in the Collateral or remedies in respect of any particular Collateral are
governed by the laws of a jurisdiction other than the State of New York.

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         Section 11.8 Severability. Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.

         Section 11.9 Headings. Headings used in this Agreement are for
convenience only and shall not be used in connection with the interpretation of
any provision hereof.

         Section 11.10 Source of Funds. Notwithstanding the use by the Lenders
of the Base Rate and the Eurodollar Rate as reference rates for the
determination of interest on the Loans, the Lenders shall be under no obligation
to obtain funds from any particular source in order to charge interest to the
Borrower at interest rates tied to such reference rates.

         Section 11.11 Entire Agreement. Except as otherwise expressly provided
herein, this Agreement and the other Loan Documents embody the entire Agreement
and understanding among the parties hereto and thereto and supersede all prior
agreements, understandings, and conversations relating to the subject matter
hereof and thereof. The Borrower represents and warrants to the Administrative
Agent and each of the Lenders that it has read the provisions of this Section
11.11 and discussed the provisions of this Section 11.11 and the rest of this
Agreement with counsel for the Borrower, and the Borrower acknowledges and
agrees that the Administrative Agent and each of the Lenders are expressly
relying upon such representations and warranties of the Borrower (as well as the
other representations and warranties of the Borrower set forth in Section 5.1)
in entering into this Agreement.

         Section 11.12 Amendments and Waivers

         (a)      Neither this Agreement, any other Loan Document nor any term
hereof or thereof may be amended orally, nor may any provision hereof be waived
orally but only by an instrument in writing signed by (or in the case of Loan
Documents executed by the Administrative Agent, signed by the Administrative
Agent and approved by) the Majority Lenders and, in the case of an amendment,
also by the Borrower, except that (i) the consent of each of the Lenders shall
be required for (A) any sale or release of any Collateral except as permitted
hereunder or any release of any guarantor of the Obligations, (B) any extensions
of the Maturity Date or the scheduled date of payment of interest or principal
or fees, or any reduction of principal (without a corresponding payment with
respect thereto), or any reduction in the rate of interest or fees due to the
Lenders hereunder, (C) any amendment of this Section 11.12 or of the definition
of "Majority Lenders" or "Required Lenders" or any other provision of the Loan
Documents specifying the number or percentage of Lenders required to waive,
amend or modify any rights thereunder or make any determination or grant any
consent thereunder; (D) any amendment increasing either Revolving Loan
Commitment (it being understood and agreed that a waiver of any Default or Event
of Default or a modification of any of the defined terms contained herein (other
than those defined terms specifically addressed in

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this Section 11.12) shall not constitute a change in the terms of the Revolving
Loan Commitments of any Lender); (E) any amendment to the definition of "Current
Asset Borrowing Base", "Equipment Availability", "Fixed Asset Borrowing Base" or
"Real Property Availability", if the effect is to increase the amount set forth
therein; and (F) any amendment to the definition of "Bank Products",
"Liquidity", "Consolidated Liquidity", "Current Asset Availability", "Fixed
Asset Availability" or "Total Availability", " (ii) the consent of the
Administrative Agent, the Majority Lenders and the Borrower shall be required
for any amendment to Article 10; (iii) the consent of the Issuing Banks, the
Majority Lenders and the Borrower shall be required for any amendment to Section
2.15; (iv) the consent of the Swing Bank, the Majority Lenders and the Borrower
shall be required for any amendment to Section 2.1(c) and Section 2.2(g); (v)
the consent of the Administrative Agent, the Majority Lenders and the Borrower
shall be required for any amendment to Section 2.2(h); and (v) the consent of
the Guarantors and the Majority Lenders shall be required for any amendment to
Article 3; provided, however, the Administrative Agent may, in its sole
discretion notwithstanding limitations contained in clauses (i)(E) and (i)(F)
above and any other terms of this Agreement, make Agent Advances in accordance
with Section 2.2(h) and, provided further, that Schedule 4 hereto (Revolving
Commitment Ratios) may be amended from time to time by the Administrative Agent
alone to reflect assignments of Revolving Loan Commitments in accordance
herewith.

         (b)      Each Lender grants to the Administrative Agent the right to
purchase all (but not less than all) of such Lender's Revolving Loan
Commitments, Letter of Credit Commitment, Loans and Letter of Credit Obligations
owing to it and any Revolving Loan Notes held by it and all of its rights and
obligations hereunder and under the other Loan Documents at a price equal to the
outstanding principal amount of the Loans payable to such Lender plus any
accrued but unpaid interest on such Loans and accrued but unpaid commitment fees
and letter of credit fees owing to such Lender, which right may be exercised by
the Administrative Agent if requested by the Borrower and if such Lender refuses
to execute any amendment, waiver or consent which requires the written consent
of all of the Lenders and to which the Majority Lenders, the Administrative
Agent and the Borrower have agreed. Each Lender agrees that if the
Administrative Agent exercises its option hereunder, it shall promptly execute
and deliver an Assignment and Acceptance and other agreements and documentation
necessary to effectuate such assignment; provided, however, that any such right
to purchase shall expire on the ninetieth (90th) day following the date of the
proposed waiver, amendment or consent which was not approved by such Lender. The
Administrative Agent may assign its purchase rights hereunder to any assignee if
such assignment complies with the requirements of Section 11.5(b).

         (c)      If any fees are paid to the Lenders as consideration for
amendments, waivers or consents with respect to this Agreement, at the
Administrative Agent's election, such fees may be paid only to those Lenders
that agree to such amendments, waivers or consents within the time specified for
submission thereof.

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         Section 11.13 Other Relationships. No relationship created hereunder or
under any other Loan Document shall in any way affect the ability of the
Administrative Agent, each Issuing Bank and each Lender to enter into or
maintain business relationships with the Borrower, or any of its Affiliates,
beyond the relationships specifically contemplated by this Agreement and the
other Loan Documents.

         Section 11.14 Pronouns. The pronouns used herein shall include, when
appropriate, either gender and both singular and plural, and the grammatical
construction of sentences shall conform thereto.

         Section 11.15 Disclosure. The Borrower Parties agree that the
Administrative Agent shall have the right to issue press releases approved in
advance by the Borrower (such approval not to be unreasonably withheld,
conditioned or delayed), regarding the making of the Loans to the Borrower
pursuant to the terms of this Agreement.

         Section 11.16 Replacement of Lender. In the event that a Replacement
Event occurs and is continuing with respect to any Lender, the Borrower may
designate another financial institution (such financial institution being herein
called a "Replacement Lender") acceptable to the Administrative Agent, and which
is not the Borrower or an Affiliate of the Borrower, to assume such Lender's
Revolving Loan Commitments hereunder, to purchase the Loans and participations
of such Lender and such Lender's rights hereunder and (if such Lender is an
Issuing Bank) to issue Letters of Credit in substitution for all outstanding
Letters of Credit issued by such Lender, without recourse to or representation
or warranty by, or expense to, such Lender for a purchase price equal to the
outstanding principal amount of the Loans payable to such Lender plus any
accrued but unpaid interest on such Loans and accrued but unpaid commitment fees
and letter of credit fees owing to such Lender, and upon such assumption,
purchase and substitution, and subject to the execution and delivery to the
Administrative Agent by the Replacement Lender of documentation satisfactory to
the Administrative Agent (pursuant to which such Replacement Lender shall assume
the obligations of such original Lender under this Agreement), the Replacement
Lender shall succeed to the rights and obligations of such Lender hereunder and
such Lender shall no longer be a party hereto or have any rights hereunder
provided that the obligations of the Borrower to indemnify such Lender with
respect to any event occurring or obligations arising before such replacement
shall survive such replacement. "Replacement Event" means, with respect to any
Lender, the commencement of or the taking of possession by, a receiver,
custodian, conservator, trustee or liquidator of such Lender, or the declaration
by the appropriate regulatory authority that such Lender is insolvent.

         Section 11.17 Confidentiality. Each member of the Lender Group agrees
to exercise commercially reasonable efforts to keep any information delivered or
made available by the Borrower to it pursuant to this Agreement, or any other
information which is clearly indicated to be confidential information, including
material, non-public information of the Borrower, confidential from anyone other
than persons employed or

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retained by such member of the Lender Group who are or are expected to become
engaged in evaluating, approving, structuring or administering the Loans;
provided that nothing herein shall prevent any member of the Lender Group from
disclosing such information (a) to any other member of the Lender Group or to
any Affiliate of any member of the Lender Group, (b) upon the order of any court
or administrative agency, (c) upon the request or demand of any regulatory
agency or authority having jurisdiction over such member of the Lender Group,
(d) which has been publicly disclosed, (e) to the extent reasonably required in
connection with any litigation to which any member of the Lender Group or its
Affiliates may be a party (provided that no member of the Lender Group shall
disclose forward-looking projections regarding the Borrower's future performance
unless required to do so by law), (f) to the extent reasonably required in
connection with the exercise of any remedy hereunder (provided that no member of
the Lender Group shall disclose forward-looking projections regarding the
Borrower's future performance unless required to do so by law), (g) to such
member of the Lender Group's legal counsel and independent auditors, and (h) to
any actual or proposed participant, assignee or other transferee of all or part
of its rights hereunder which has agreed in writing to be bound by the
provisions of this Section; provided that should disclosure of any such
confidential information be required by virtue of the foregoing clause (b), to
the extent permitted by law, any relevant member of the Lender Group shall
promptly notify the Borrower of same so as to allow the Borrower to seek a
protective order or to take any other appropriate action; provided, further,
that, no member of the Lender Group shall be required to delay compliance with
any directive to disclose any such information so as to allow the Borrower to
effect any such action. Notwithstanding anything herein to the contrary, the
members of the Lender Group (and their respective employees, representatives, or
other agents) may disclose to any and all other Persons, without limitation of
any kind, any information with respect to the tax treatment and tax structure of
this Agreement and the transactions contemplated hereby and all materials of any
kind (including opinions or other tax analyses) that are provided to such Person
relating to such tax treatment and tax structure. For the avoidance of doubt, no
disclosure to any Person is permitted with respect to any aspect of this
Agreement or the transactions contemplated hereby, to the extent such aspect
does not relate to tax treatment or tax structure or except as otherwise
permitted hereunder. The parties hereto hereby acknowledge and agree that none
of the interest rates, fee amounts or other amounts set forth in such agreements
relate to tax treatment or tax structure. The foregoing is intended to comply
with the presumption set forth in Treasury Regulation Section
1.6011-4(b)(3)(iii) and should be interpreted in a manner consistent with such
regulation.

         Section 11.18 Revival and Reinstatement of Obligations. If the
incurrence or payment of the Obligations by the Borrower or any Guarantor, or
the transfer to the Lender Group of any property, should for any reason
subsequently be declared to be void or voidable under any state or federal law
relating to creditors' rights, including provisions of the Bankruptcy Code
relating to fraudulent conveyances, preferences or other voidable or recoverable
payments of money or transfers of property (collectively, a "Voidable
Transfer"), and if the Lender Group, or any of them, is required to repay or

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restore, in whole or in part, any such Voidable Transfer, or elects to do so
upon the reasonable advice of its counsel, then, as to any such Voidable
Transfer, or the amount thereof that the Lender Group, or any of them, is
required or elects to repay or restore, and as to all reasonable costs, expenses
and attorneys fees of the Lender Group related thereto, the liability of the
Borrower or such Guarantor, as applicable, automatically shall be revived,
reinstated and restored and shall exist as though such Voidable Transfer had
never been made.

                                  ARTICLE 12.

                                YIELD PROTECTION

         Section 12.1 Eurodollar Rate Basis Determination. Notwithstanding
anything contained herein which may be construed to the contrary, if with
respect to any proposed Eurodollar Advance for any Eurodollar Advance Period,
the Administrative Agent determines that deposits in Dollars (in the applicable
amount) are not being offered to the Administrative Agent in the relevant market
for such Eurodollar Advance Period, the Administrative Agent shall forthwith
give notice thereof to the Borrower and the Lenders, whereupon until the
Administrative Agent notifies the Borrower that the circumstances giving rise to
such situation no longer exist, the obligations of the Lenders to make
Eurodollar Advances shall be suspended.

         Section 12.2 Illegality. If any applicable law, rule, or regulation, or
any change therein, or any interpretation or change in interpretation or
administration thereof by any governmental authority, central bank, or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender with any request or directive (whether or not having
the force of law) of any such authority, central bank, or comparable agency,
shall make it unlawful or impossible for any Lender to make, maintain, or fund
its Eurodollar Advances, such Lender shall so notify the Administrative Agent,
and the Administrative Agent shall forthwith give notice thereof to the other
Lenders and the Borrower. Before giving any notice to the Administrative Agent
pursuant to this Section 12.2, such Lender shall designate a different lending
office if such designation will avoid the need for giving such notice and will
not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender. Upon receipt of such notice, notwithstanding anything contained in
Article 2, the Borrower shall repay in full the then outstanding principal
amount of each affected Eurodollar Advance of such Lender, together with accrued
interest thereon, either (a) on the last day of the then current Eurodollar
Advance Period applicable to such Eurodollar Advance if such Lender may lawfully
continue to maintain and fund such Eurodollar Advance to such day or (b)
immediately if such Lender may not lawfully continue to fund and maintain such
Eurodollar Advance to such day. Concurrently with repaying each affected
Eurodollar Advance of such Lender, notwithstanding anything contained in Article
2, the Borrower shall borrow a Base Rate Advance from such Lender, and such
Lender shall make such Advance in an amount such that the outstanding principal
amount of the Revolving Loans

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held by such Lender shall equal the outstanding principal amount of such
Revolving Loans immediately prior to such repayment.

         Section 12.3 Increased Costs.

         (a)      If by reason of a change in any applicable law, rule, or
regulation after the Agreement Date, or a change in any interpretation or
administration thereof after the Agreement Date by any governmental authority,
central bank, or comparable agency charged with the interpretation or
administration thereof or compliance by any Lender or Issuing Bank with any
request or directive (whether or not such governmental authority, central bank,
or comparable agency has the authority to make such request or directive):

                           (i)      Shall subject any Lender to any tax, duty,
         or other charge with respect to its obligation to make Eurodollar
         Advances, or its Eurodollar Advances, or shall change the basis of
         taxation of payments to any Lender of the principal of or interest on
         its Eurodollar Advances or in respect of any other amounts due under
         this Agreement in respect of its Eurodollar Advances or its obligation
         to make Eurodollar Advances (except for changes in the rate of tax on
         the overall net income of such Lender imposed by the jurisdiction in
         which such Lender's principal executive office is located); or

                           (ii)     Shall impose, modify, or deem applicable any
         reserve (including, without limitation, any imposed by the Board of
         Governors of the Federal Reserve System, but excluding any included in
         an applicable Eurodollar Reserve Percentage), special deposit, capital
         adequacy, assessment, or other requirement or condition against assets
         of, deposits with or for the account of, or commitments or credit
         extended by any Lender, or shall impose on any Lender or the eurodollar
         interbank borrowing market any other condition affecting its obligation
         to make such Eurodollar Advances or its Eurodollar Advances; and the
         result of any of the foregoing is to increase the cost to such Lender
         of making or maintaining any such Eurodollar Advances, or to reduce the
         amount of any sum received or receivable by the Lender under this
         Agreement or under any other Loan Document with respect thereto, and
         such increase is not given effect in the determination of the
         Eurodollar Rate; or

                           (iii)    Shall subject any Issuing Bank or any Lender
         to any tax, duty or other charge with respect to the obligation to
         issue Letters of Credit, maintain Letters of Credit or participate in
         Letters of Credit, or shall change the basis of taxation of payments to
         any Issuing Bank or any Lender in respect of amounts drawn under
         Letters of Credit or in respect of any other amounts due under this
         Agreement in respect of Letters of Credit or the obligation of the
         Issuing Banks to issue Letters of Credit, maintain Letters of Credit or
         participate in Letters of Credit (except for changes in the rate of tax
         on the overall net income of such Issuing Bank); or

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                           (iv)     Shall impose, modify, or deem applicable any
         reserve (including, without limitation, any imposed by the Board of
         Governors of the Federal Reserve System), special deposit, assessment,
         or other requirement or condition against assets of, deposits with or
         for the account of, or commitments or credit extended by any Issuing
         Bank, or shall impose on any Issuing Bank or Lender any other condition
         affecting the obligation to issue Letters of Credit, maintain Letters
         of Credit or participate in Letters of Credit; and the result of any of
         the foregoing is to increase the cost to such Issuing Bank or Lender of
         issuing, maintaining or participating in any such Letters of Credit or
         to reduce the amount of any sum received or receivable by the Issuing
         Bank or any Lender under this Agreement with respect thereto, then

within thirty (30) days after demand by such Lender or Issuing Bank, as the case
may be, the Borrower agrees to pay to such Lender or Issuing Bank such
additional amount or amounts as will compensate such Lender or such Issuing Bank
for such increased costs. Each Lender and each Issuing Bank will promptly notify
the Borrower and the Administrative Agent of any event of which it has
knowledge, occurring after the Agreement Date, which will entitle such Lender or
Issuing Bank, as applicable, to compensation pursuant to this Section 12.3 and
will designate a different lending office if such designation will avoid the
need for, or reduce the amount of, such compensation and will not, in the sole
judgment of such Lender or Issuing Bank, be otherwise disadvantageous to such
Lender or Issuing Bank.

         (b)      A certificate of any Lender or Issuing Bank claiming
compensation under this Section 12.3 and setting forth the additional amount or
amounts to be paid to it hereunder and calculations therefor shall be conclusive
in the absence of manifest error. In determining such amount, such Lender or
Issuing Bank may use any reasonable averaging and attribution methods. If any
Lender or Issuing Bank demands compensation under this Section 12.3, the
Borrower may at any time, upon at least five (5) Business Days' prior notice to
such Lender or Issuing Bank, as the case may be, prepay in full the then
outstanding affected Eurodollar Advances of such Lender or Issuing Bank,
together with accrued interest thereon to the date of prepayment, along with any
reimbursement required under Section 2.9. Concurrently with prepaying such
Eurodollar Advances, the Borrower shall borrow a Base Rate Advance, or a
Eurodollar Advance not so affected, from such Lender, and such Lender shall make
such Advance in an amount such that the outstanding principal amount of the
Revolving Loans held by such Lender shall equal the outstanding principal amount
of such Revolving Loans immediately prior to such prepayment.

         Section 12.4 Effect On Other Advances. If notice has been given
pursuant to Section 12.1, 12.2 or 12.3 suspending the obligation of any Lender
to make any type of Eurodollar Advance, or requiring Eurodollar Advances of any
Lender to be repaid or prepaid, then, unless and until such Lender notifies the
Borrower that the circumstances giving rise to such repayment no longer apply,
all Advances which would otherwise be

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made by such Lender as to the type of Eurodollar Advances affected shall, at the
option of the Borrower, be made instead as Base Rate Advances.

         Section 12.5 Capital Adequacy. If any Lender or Issuing Bank (or any
Affiliate of the foregoing) shall have reasonably determined that the adoption
of any applicable law, governmental rule, regulation or order after the
Agreement Date regarding the capital adequacy of banks or bank holding
companies, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by such Lender or Issuing Bank (or any Affiliate of the foregoing) with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such governmental authority, central bank or comparable agency,
has or would have the effect of reducing the rate of return on such Lender's or
Issuing Bank's (or any Affiliate of the foregoing) capital as a consequence of
such Lender's or Issuing Bank's Revolving Loan Commitments or Letter of Credit
Commitment, as applicable, or obligations hereunder to a level below that which
it could have achieved but for such adoption, change or compliance (taking into
consideration such Lender's or Issuing Bank's (or any Affiliate of the
foregoing) policies with respect to capital adequacy immediately before such
adoption, change or compliance and assuming that such Lender's or Issuing Bank's
(or any Affiliate of the foregoing) capital was fully utilized prior to such
adoption, change or compliance), then, within thirty (30) days of demand by such
Lender or Issuing Bank, the Borrower shall immediately pay to such Lender or
Issuing Bank such additional amounts as shall be sufficient to compensate such
Lender or Issuing Bank for any such reduction actually suffered; provided,
however, that there shall be no duplication of amounts paid to a Lender pursuant
to this sentence and Section 12.3. A certificate of such Lender or Issuing Bank
setting forth the amount to be paid to such Lender or Issuing Bank by the
Borrower as a result of any event referred to in this paragraph shall, absent
manifest error, be conclusive.

                                  ARTICLE 13.

                  JURISDICTION, VENUE AND WAIVER OF JURY TRIAL

         Section 13.1 Jurisdiction and Service of Process. FOR PURPOSES OF ANY
LEGAL ACTION OR PROCEEDING BROUGHT BY ANY MEMBER OF THE LENDER GROUP WITH
RESPECT TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, EACH BORROWER
PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THE FEDERAL AND
STATE COURTS SITTING IN THE STATE OF NEW YORK AND HEREBY IRREVOCABLY DESIGNATES
AND APPOINTS, AS ITS AUTHORIZED AGENT FOR SERVICE OF PROCESS IN THE STATE OF NEW
YORK, CT CORPORATION SYSTEM, WHOSE ADDRESS IS 111 EIGHTH AVENUE, NEW YORK, NEW
YORK 10011, OR SUCH OTHER PERSON AS SUCH BORROWER PARTY SHALL DESIGNATE
HEREAFTER BY WRITTEN NOTICE GIVEN TO

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THE ADMINISTRATIVE AGENT. THE CONSENT TO JURISDICTION HEREIN SHALL NOT BE
EXCLUSIVE. THE LENDER GROUP SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT
ANY ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF EACH BORROWER PARTY
AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF SUCH BORROWER PARTY
SERVICE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF NEW YORK,
WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON SUCH BORROWER SERVED
WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO SUCH BORROWER PARTY.
EACH BORROWER PARTY FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS AT THE
ADDRESS AND IN THE MANNER SET FORTH ABOVE IN SECTION 11.1. IN THE EVENT THAT,
FOR ANY REASON, SUCH AGENT OR HIS OR HER SUCCESSORS SHALL NO LONGER SERVE AS
AGENT OF EACH BORROWER PARTY TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW
YORK, EACH BORROWER PARTY SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT
THEREOF SO THAT AT ALL TIMES EACH BORROWER PARTY WILL MAINTAIN AN AGENT TO
RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK ON BEHALF OF SUCH BORROWER
PARTY WITH RESPECT TO THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS. IN THE EVENT
THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER
DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW.

         Section 13.2 Consent to Venue. EACH BORROWER PARTY HEREBY IRREVOCABLY
WAIVES ANY OBJECTION IT WOULD MAKE NOW OR HEREAFTER FOR THE LAYING OF VENUE OF
ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS BROUGHT IN THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA SITTING IN NEW YORK COUNTY, NEW YORK, AND HEREBY IRREVOCABLY
WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

         Section 13.3 Waiver of Jury Trial. EACH BORROWER PARTY AND EACH MEMBER
OF THE LENDER GROUP TO THE EXTENT PERMITTED BY APPLICABLE LAW WAIVE, AND
OTHERWISE AGREE NOT TO REQUEST, A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM OF ANY TYPE IN WHICH ANY BORROWER PARTY, ANY MEMBER
OF THE LENDER GROUP, OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A
PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND THE RELATIONS AMONG THE
PARTIES LISTED IN THIS ARTICLE 13.

                                      126
<PAGE>

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                                      127
<PAGE>

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

BORROWER:                         THOMAS & BETTS CORPORATION,
                                  a Tennessee corporation

                                  By: /s/ Thomas C. Oviatt
                                      ------------------------------------------
                                      Name:  Thomas C. Oviatt
                                      Title: Vice President-Treasurer

GUARANTORS:                       THOMAS & BETTS INTERNATIONAL, INC.,
                                  a Delaware corporation

                                  By: /s/ John P. Murphy
                                      ------------------------------------------
                                      Name:  John P. Murphy
                                      Title: Vice President and Treasurer

                                  AUGAT EUROPE, INC.,
                                  a Delaware corporation

                                  By: /s/ John P. Murphy
                                      ------------------------------------------
                                      Name:  John P. Murphy
                                      Title: Vice President and Treasurer

                                  THOMAS & BETTS EUROPE, INC.,
                                  a Delaware corporation

                                  By: /s/ John P. Murphy
                                      ------------------------------------------
                                      Name:  John P. Murphy
                                      Title: Vice President and Treasurer

CREDIT AGREEMENT

                                       S-1

<PAGE>

                                  THOMAS & BETTS CARIBE INC.,
                                  a Delaware corporation

                                  By: /s/ John P. Murphy
                                      ------------------------------------------
                                      Name:  John P. Murphy
                                      Title: Vice President and Treasurer

ADMINISTRATIVE
AGENT:                            WACHOVIA BANK, NATIONAL ASSOCIATION

                                  By: /s/ W. Eugene Wilson
                                      ------------------------------------------
                                      Name:  W. Eugene Wilson
                                      Title: Director

CREDIT AGREEMENT

                                       S-2

<PAGE>

ISSUING BANK:                     WACHOVIA BANK, NATIONAL ASSOCIATION

                                  By: /s/ W. Eugene Wilson
                                      ------------------------------------------
                                      Name:  W. Eugene Wilson
                                      Title: Director

                                  Address:   Wachovia Bank, National Association
                                             191 Peachtree Street, N.E.
                                             Atlanta, Georgia 30303-1757
                                             Attn: Structured Finance
                                             Telecopy No.: (404) 332-6920

LENDERS:                          WACHOVIA BANK, NATIONAL ASSOCIATION

                                  By: /s/ W. Eugene Wilson
                                      ------------------------------------------
                                      Name:  W. Eugene Wilson
                                      Title: Director

                                  Address:   Wachovia Bank, National Association
                                             191 Peachtree Street, N.E.
                                             Atlanta, Georgia 30303-1757
                                             Attn: Structured Finance
                                             Telecopy No.: (404) 332-6920

CREDIT AGREEMENT

                                       S-3

<PAGE>

                                  FLEET CAPITAL CORPORATION

                                  By:    /s/ Christopher K. Nairne
                                      ------------------------------------------
                                  Name:  Christopher K. Nairne
                                  Title: Vice President

                                  Address:   Fleet Capital Corporation
                                             300 Galleria Parkway, N.W.
                                             Atlanta, GA 30339
                                             Attention: Christopher K. Nairne
                                             Facsimile: 770-857-2947

CREDIT AGREEMENT

                                    S-4

<PAGE>

                                  BANK OF AMERICA, N.A.

                                  By:    /s/ David M. Anderson
                                      ------------------------------------------
                                  Name:  David M. Anderson
                                  Title: Senior Vice President

                                  Address:   Bank of America, N.A.
                                             600 Peachtree Street
                                             5th Floor
                                             Atlanta, GA 30308
                                             Attention: Michele Boehnke
                                             Facsimile: 404-607-6341

CREDIT AGREEMENT

                                       S-5

<PAGE>

                                  SIEMENS FINANCIAL SERVICES, INC.

                                  By:    /s/ Frank Amodio
                                      ------------------------------------------
                                  Name:  Frank Amodio
                                  Title: Vice President - Credit

                                  Address:   Siemens Financial Services, Inc.
                                             200 Somerset Corporate Blvd.
                                             Bridgewater, NJ 08807-2843
                                             Attention: Mark Picillo
                                             Facsimile: 908-575-4060

CREDIT AGREEMENT

                                       S-6

<PAGE>

                                  CIBC, INC.

                                  By:    /s/ Dominic J. Sorresso
                                      ------------------------------------------
                                  Name:  Dominic J. Sorresso
                                  Title: Executive Director

                                  Address:   CIBC, Inc.
                                             425 Lexington Avenue
                                             New York, NY 10017
                                             Attention: Dominic J. Sorresso
                                             Facsimile: 212-856-3991

CREDIT AGREEMENT

                                       S-7

<PAGE>

                                  THE NORTHERN TRUST COMPANY

                                  By:    /s/ Christopher McKean
                                      ------------------------------------------
                                  Name:  Christopher McKean
                                  Title: Second Vice President

                                  Address:   The Northern Trust Company
                                             50 S. LaSalle
                                             Chicago, IL 60675
                                             Attention: Christopher McKean
                                             Facsimile: 312-444-5055

CREDIT AGREEMENT

                                       S-8

<PAGE>

                                  KBC BANK N.V.

                                  By:    /s/ Jean-Pierre Diels
                                      ------------------------------------------
                                  Name:  Jean-Pierre Diels
                                  Title: First Vice President

                                  By:    /s/ Eric Raskin
                                      ------------------------------------------
                                  Name:  Eric Raskin
                                  Title: Vice President

                                  Address:   KBC Bank N.V.
                                             245 Peachtree Center Avenue
                                             Marquis One Tower, Suite 2550
                                             Atlanta, GA 30303
                                             Attention: Jackie Brunetto
                                             Facsimile: 404-584-5465

CREDIT AGREEMENT

                                       S-9

<PAGE>

                                  ORIX BUSINESS CREDIT, a division of ORIX
                                  Financial Services, Inc.

                                  By:    /s/ Michael J. Cox
                                      ------------------------------------------
                                  Name:  Michael J. Cox
                                  Title: SVP Chief Credit Officer

                                  Address:   Orix Financial Services, Inc.
                                             846 S. Algonquin Road
                                             Suite 101
                                             Schamburg, IL 60173-3854
                                             Attention: Adam Lehnertz
                                             Facsimile: 770-970-8062

CREDIT AGREEMENT

                                      S-10

</TEXT>
</DOCUMENT>
