ACUITY BRANDS INC
3-YEAR REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(I)A(2)
<SEQUENCE>4
<FILENAME>g75479ex10-ia2.txt
<DESCRIPTION>3-YEAR REVOLVING CREDIT AGREEMENT
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                                                              EXHIBIT 10(i)A(2)


                                                                 EXECUTION COPY


                       3-YEAR REVOLVING CREDIT AGREEMENT

                           DATED AS OF APRIL 8, 2002


                                     AMONG


                              ACUITY BRANDS, INC.,


                            THE SUBSIDIARY BORROWERS
                       FROM TIME TO TIME PARTIES HERETO,


                 THE LENDERS FROM TIME TO TIME PARTIES HERETO,


                      BANK ONE, NA (MAIN OFFICE CHICAGO),
                            AS ADMINISTRATIVE AGENT

                                      and

                              WACHOVIA BANK, N.A.
                              AS SYNDICATION AGENT



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                        BANC ONE CAPITAL MARKETS, INC.,
                     AS LEAD ARRANGER AND SOLE BOOK RUNNER

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                           SIDLEY AUSTIN BROWN & WOOD
                                 Bank One Plaza
                            10 South Dearborn Street
                            Chicago, Illinois 60603


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                               TABLE OF CONTENTS

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                                                                                                                PAGE

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ARTICLE I  DEFINITIONS............................................................................................1

         1.1.         Certain Defined Terms.......................................................................1

         1.2.         References.................................................................................20

         1.3.         Supplemental Disclosure....................................................................20


ARTICLE II  THE CREDITS..........................................................................................21

         2.1.         Commitment.................................................................................21

         2.2.         Swing Line Loans...........................................................................21

                  2.2.1.       Amount of Swing Line Loans........................................................21

                  2.2.2.       Borrowing Notice..................................................................21

                  2.2.3.       Making of Swing Line Loans........................................................21

                  2.2.4.       Repayment of Swing Line Loans.....................................................22

         2.3.         Required Payments; Termination.............................................................22

                  2.3.1.       Required Payments.................................................................23

                  2.3.2.       Termination.......................................................................23

         2.4.         Revolving Loans............................................................................23

         2.5.         Types of Advances..........................................................................23

         2.6.         Facility Fee; Utilization Fee; Reductions in Aggregate Commitment..........................23

                  2.6.1.       Facility Fee......................................................................23

                  2.6.2.       Utilization Fee...................................................................23

                  2.6.3.       Reductions in Aggregate Commitment................................................23

         2.7.         Minimum Amount of Each Advance.............................................................24

         2.8.         Optional Principal Payments................................................................24

         2.9.         Method of Selecting Types and Interest Periods for New Advances............................24

                  2.9.1.       Method of Selecting Types and Interest Periods for New Advances...................24

                  2.9.2.       Method of Borrowing...............................................................24

         2.10.        Conversion and Continuation of Outstanding Advances; No Conversion or Continuation
                      of Eurodollar Advances After Default.......................................................25

         2.11.        Changes in Interest Rate, etc..............................................................25

         2.12.        Rates Applicable After Default.............................................................26

         2.13.        Method of Payment..........................................................................26

         2.14.        Noteless Agreement; Evidence of Indebtedness...............................................26
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         2.15.        Telephonic Notices.........................................................................27

         2.16.        Interest Payment Dates; Interest and Fee Basis.............................................27

         2.17.        Notification of Advances, Interest Rates, Prepayments and Commitment Reductions............28

         2.18.        Lending Installations......................................................................28

         2.19.        Non-Receipt of Funds by the Administrative Agent...........................................28

         2.20.        Replacement of Lender......................................................................29

         2.21.        Facility LCs...............................................................................29

                  2.21.1.      Issuance; Transitional Facility LCs...............................................29

                  2.21.2.      Participations....................................................................30

                  2.21.3.      Notice............................................................................30

                  2.21.4.      LC Fees...........................................................................31

                  2.21.5.      Administration; Reimbursement by Lenders..........................................31

                  2.21.6.      Reimbursement by the Borrowers....................................................31

                  2.21.7.      Obligations Absolute..............................................................32

                  2.21.8.      Actions of LC Issuers.............................................................32

                  2.21.9.      Indemnification...................................................................33

                  2.21.10.     Lenders' Indemnification..........................................................33

                  2.21.11.     Facility LC Collateral Account....................................................33

                  2.21.12.     Rights as a Lender................................................................34

         2.22.        Subsidiary Borrowers.......................................................................34

         2.23.        Increase of Commitments....................................................................35

         2.24.        Interest...................................................................................37


ARTICLE III  YIELD PROTECTION; TAXES.............................................................................38

         3.1.         Yield Protection...........................................................................38

         3.2.         Changes in Capital Adequacy Regulations....................................................39

         3.3.         Availability of Types of Advances..........................................................40

         3.4.         Funding Indemnification....................................................................40

         3.5.         Taxes......................................................................................40

         3.6.         Lender Statements; Survival of Indemnity...................................................43

         3.7.         Mitigation of Obligations..................................................................43


ARTICLE IV  CONDITIONS PRECEDENT.................................................................................43

         4.1.         Initial Credit Extension...................................................................43

         4.2.         Each Credit Extension......................................................................45
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         4.3.         Initial Advance to Each New Subsidiary Borrower............................................45


ARTICLE V  REPRESENTATIONS AND WARRANTIES........................................................................46

         5.1.         Existence and Standing.....................................................................46

         5.2.         Authorization and Validity.................................................................46

         5.3.         No Conflict; Government Consent............................................................47

         5.4.         Financial Statements.......................................................................47

         5.5.         Material Adverse Change....................................................................47

         5.6.         Taxes......................................................................................47

         5.7.         Litigation and Contingent Obligations......................................................47

         5.8.         Subsidiaries...............................................................................48

         5.9.         Accuracy of Information....................................................................48

         5.10.        Regulation U...............................................................................48

         5.11.        Material Agreements........................................................................48

         5.12.        Compliance With Laws.......................................................................48

         5.13.        Ownership of Properties....................................................................48

         5.14.        ERISA; Foreign Pension Matters.............................................................49

         5.15.        Plan Assets; Prohibited Transactions.......................................................49

         5.16.        Environmental Matters......................................................................49

         5.17.        Investment Company Act.....................................................................50

         5.18.        Public Utility Holding Company Act.........................................................50

         5.19.        Insurance..................................................................................50

         5.20.        Solvency...................................................................................50


ARTICLE VI  COVENANTS............................................................................................50

         6.1.         Reporting..................................................................................50

         6.2.         Use of Proceeds............................................................................52

         6.3.         Notice of Default..........................................................................52

         6.4.         Conduct of Business........................................................................52

         6.5.         Taxes......................................................................................53

         6.6.         Insurance..................................................................................53

         6.7.         Compliance with Laws; Maintenance of Plans.................................................53

         6.8.         Maintenance of Properties..................................................................53

         6.9.         Inspection; Keeping of Books and Records...................................................53

         6.10.        Addition of Guarantors.....................................................................54
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         6.11.        Subsidiary Indebtedness....................................................................54

         6.12.        Consolidations and Mergers; Permitted Acquisitions.........................................55

                  6.12.1.      Consolidations and Mergers........................................................55

                  6.12.2.      Permitted Acquisitions............................................................55

         6.13.        Liens......................................................................................56

         6.14.        Transactions with Affiliates...............................................................58

         6.15.        Financial Contracts........................................................................58

         6.16.        ERISA......................................................................................58

         6.17.        Environmental Compliance...................................................................59

         6.18.        Financial Covenants........................................................................59

                  6.18.1.      Maximum Leverage Ratio............................................................59

                  6.18.2.      Minimum Interest Expense Coverage Ratio...........................................59

ARTICLE VII  DEFAULTS............................................................................................60

         7.1.         Breach of Representations or Warranties....................................................60

         7.2.         Failure to Make Payments When Due..........................................................60

         7.3.         Breach of Covenants........................................................................60

         7.4.         Other Breaches.............................................................................60

         7.5.         Default as to Other Indebtedness...........................................................61

         7.6.         Voluntary Bankruptcy; Appointment of Receiver; Etc.........................................61

         7.7.         Involuntary Bankruptcy; Appointment of Receiver; Etc.......................................61

         7.8.         Judgments..................................................................................61

         7.9.         Unfunded Liabilities.......................................................................62

         7.10.        Other ERISA Liabilities....................................................................62

         7.11.        Environmental Matters......................................................................62

         7.12.        Change in Control..........................................................................62

         7.13.        Receivables Purchase Document Events.......................................................62

         7.14.        Guarantor Revocation.......................................................................63


ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.....................................................63

         8.1.         Acceleration...............................................................................63

         8.2.         Amendments.................................................................................63

         8.3.         Preservation of Rights.....................................................................64
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ARTICLE IX  JOINT AND SEVERAL OBLIGATIONS........................................................................65

         9.1.         Joint and Several Liability................................................................65

         9.2.         Primary Obligation; Waiver of Marshalling..................................................65

         9.3.         Financial Condition of Borrowers...........................................................65

         9.4.         Continuing Liability.......................................................................65

         9.5.         Additional Waivers.........................................................................66

         9.6.         Settlements or Releases....................................................................66

         9.7.         No Election................................................................................66

         9.8.         Joint Loan Account.........................................................................66

         9.9.         Apportionment of Proceeds of Loans.........................................................67

         9.10.        The Administrative Agent, Lenders and LC Issuers Held Harmless.............................67

         9.11.        Borrowers' Integrated Operations...........................................................67


ARTICLE X  GENERAL PROVISIONS....................................................................................67

         10.1.        Survival of Representations................................................................67

         10.2.        Governmental Regulation....................................................................68

         10.3.        Headings...................................................................................68

         10.4.        Entire Agreement...........................................................................68

         10.5.        Several Obligations; Benefits of this Agreement............................................68

         10.6.        Expenses; Indemnification..................................................................68

         10.7.        Numbers of Documents.......................................................................69

         10.8.        Accounting.................................................................................69

         10.9.        Severability of Provisions.................................................................70

         10.10.       Nonliability of Lenders....................................................................70

         10.11.       Confidentiality............................................................................70

         10.12.       Lenders Not Utilizing Plan Assets..........................................................70

         10.13.       Nonreliance................................................................................71

         10.14.       Disclosure.................................................................................71

         10.15.       Subordination of Intercompany Indebtedness.................................................71


ARTICLE XI  THE AGENTS...........................................................................................72

         11.1.        Appointment; Nature of Relationship........................................................72

         11.2.        Powers.....................................................................................72

         11.3.        General Immunity...........................................................................73

         11.4.        No Responsibility for Loans, Recitals, etc.................................................73

         11.5.        Action on Instructions of Lenders..........................................................73
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         11.6.        Employment of Agents and Counsel...........................................................73

         11.7.        Reliance on Documents; Counsel.............................................................74

         11.8.        Agents' Reimbursement and Indemnification..................................................74

         11.9.        Notice of Default..........................................................................74

         11.10.       Rights as a Lender.........................................................................74

         11.11.       Lender Credit Decision.....................................................................75

         11.12.       Successor Agents...........................................................................75

         11.13.       Agent and Arranger Fees....................................................................75

         11.14.       Delegation to Affiliates...................................................................76

         11.15.       Release of Guarantors......................................................................76


ARTICLE XII  SETOFF; RATABLE PAYMENTS............................................................................76

         12.1.        Setoff.....................................................................................76

         12.2.        Ratable Payments...........................................................................76


ARTICLE XIII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS..................................................77

         13.1.        Successors and Assigns; Designated Lenders.................................................77

                  13.1.1.      Successors and Assigns............................................................77

                  13.1.2.      Designated Lenders................................................................77

         13.2.        Participations.............................................................................78

                  13.2.1.      Permitted Participants; Effect....................................................78

                  13.2.2.      Voting Rights.....................................................................79

                  13.2.3.      Benefit of Setoff.................................................................79

         13.3.        Assignments................................................................................79

                  13.3.1.      Permitted Assignments.............................................................79

                  13.3.2.      Effect; Effective Date............................................................79

                  13.3.3.      The Register......................................................................80

         13.4.        Dissemination of Information...............................................................80

         13.5.        Tax Treatment..............................................................................81


ARTICLE XIV  NOTICES.............................................................................................81

         14.1.        Notices....................................................................................81

         14.2.        Change of Address..........................................................................81
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ARTICLE XV  COUNTERPARTS.........................................................................................81


ARTICLE XVI  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL........................................82

         16.1.        CHOICE OF LAW..............................................................................82

         16.2.        CONSENT TO JURISDICTION....................................................................82

         16.3.        WAIVER OF JURY TRIAL.......................................................................82
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EXHIBITS

Exhibit A   -     Forms of Opinions

Exhibit B   -     Form of Compliance Certificate

Exhibit C   -     Form of Assignment Agreement

Exhibit D   -     Form of Loan/Credit Related Money Transfer Instruction

Exhibit E   -     Form of Promissory Note (if requested)

Exhibit F   -     List of Closing Documents

Exhibit G   -     Form of Designation Agreement

Exhibit H   -     Form of Guaranty

Exhibit I   -     Form of Assumption Letter

Exhibit J   -     Form of Commitment and Acceptance


                                   SCHEDULES

Pricing Schedule

Commitment Schedule

Schedule 1.1      -        Subsidiary Borrowers

Schedule 2.21     -        Transitional Letters of Credit

Schedule 5.5      -        Certain Disclosures

Schedule 5.8      -        Subsidiaries

Schedule 5.16     -        Environmental Matters

Schedule 6.11     -        Existing Indebtedness

Schedule 6.13     -        Existing Liens


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                       3-YEAR REVOLVING CREDIT AGREEMENT

         This 3-Year Revolving Credit Agreement, dated as of April 8, 2002, is
among ACUITY BRANDS, INC., a Delaware corporation, ACUITY LIGHTING GROUP, INC.,
a Delaware corporation, ACUITY SPECIALTY PRODUCTS GROUP, INC., a Delaware
corporation, and one or more other Subsidiary Borrowers from time to time
parties hereto (whether now existing or hereafter formed), the institutions
from time to time parties hereto as Lenders (whether by execution of this
Agreement or an assignment pursuant to Section 13.3), BANK ONE, NA, a national
banking association having its principal office in Chicago, Illinois, as Swing
Line Lender, LC Issuer and Administrative Agent, and WACHOVIA BANK, N.A., as
Syndication Agent. The parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

         1.1.     CERTAIN DEFINED TERMS. As used in this Agreement:

         "ACCOUNTING CHANGES" is defined in Section 10.8 hereof.

         "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the Closing Date, by which the Company or
any of its Subsidiaries (i) acquires any going business or all or substantially
all of the assets of any firm, corporation or limited liability company, or
division thereof, whether through purchase of assets, merger or otherwise or
(ii) directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage of
voting power) of the outstanding ownership interests of a partnership, limited
liability company or any Person.

         "ADMINISTRATIVE AGENT" means Bank One in its capacity as contractual
representative of the Lenders pursuant to Article XI, and not in its individual
capacity as a Lender, and any successor Administrative Agent appointed pursuant
to Article XI.

         "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of several Loans (i) made by some or all of the Lenders on the same
Borrowing Date, or (ii) converted or continued by the Lenders on the same date
of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period. The term "Advance" shall include Swing
Line Loans unless otherwise expressly provided.

         "AFFECTED LENDER" is defined in Section 2.20.

         "AFFILIATE" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with such Person.
A Person shall be deemed to control another Person if the controlling Person is
the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934) of twenty percent (20%) or more of any class of voting securities
(or other voting interests) of the controlled Person or possesses, directly or


<PAGE>


indirectly, the power to direct or cause the direction of the management or
policies of the controlled Person, whether through ownership of voting
securities, by contract or otherwise.

         "AGENT" means any of the Administrative Agent or the Syndication
Agent, as appropriate, and "Agents" means, collectively, the Administrative
Agent and the Syndication Agent.

         "AGGREGATE COMMITMENT" means the aggregate of the Commitments of all
the Lenders, as may be adjusted from time to time pursuant to the terms hereof.
The initial Aggregate Commitment is One Hundred Two Million Five Hundred
Thousand and 00/100 Dollars ($102,500,000).

         "AGGREGATE OUTSTANDING CREDIT EXPOSURE" means, at any time, the
aggregate of the Outstanding Credit Exposure of all the Lenders.

         "AGREEMENT" means this 3-Year Revolving Credit Agreement, as it may be
amended, restated, supplemented or otherwise modified and as in effect from
time to time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Company referred to in Section 5.4; provided, however, that except as provided
in Section 10.8, with respect to the calculation of financial ratios and other
financial tests required by this Agreement, "Agreement Accounting Principles"
means generally accepted accounting principles as in effect in the United
States as of the Closing Date, applied in a manner consistent with that used in
preparing the financial statements of the Company referred to in Section 5.4
hereof.

         "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of
interest per annum equal to the higher of (i) the Prime Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.5%) per annum.

         "APPLICABLE FACILITY FEE RATE" means, at any time, the percentage rate
per annum at which Facility Fees are accruing on the Aggregate Commitment at
such time as set forth in the Pricing Schedule.

         "APPLICABLE MARGIN" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "APPLICABLE UTILIZATION FEE RATE" means, at any time, the percentage
rate per annum at which Utilization Fees accrue on the Aggregate Outstanding
Credit Exposure at such time as set forth in the Pricing Schedule.

         "ARRANGER" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

         "ARTICLE" means an article of this Agreement unless another document
is specifically referenced.


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         "ASSIGNMENT AGREEMENT" is defined in Section 13.3.1.

         "ASSUMPTION LETTER" means a letter of a Subsidiary of the Company
addressed to the Administrative Agent and the Lenders, and acknowledged by the
Administrative Agent, in substantially the form of Exhibit I hereto, pursuant
to which such Subsidiary agrees to become a "Subsidiary Borrower" and agrees to
be bound by the terms and conditions hereof.

         "AUTHORIZED OFFICER" means any of the chief executive officer,
president, chief operating officer, chief financial officer, or treasurer of
the Company, acting singly.

         "AVAILABLE AGGREGATE COMMITMENT" means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

         "BANK ONE" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, in its individual capacity, and its
successors.

         "BORROWER" means, as applicable, any of the Company or any of the
Subsidiary Borrowers, together with their respective permitted successors and
assigns, and "BORROWERS" means, collectively, the Company and the Subsidiary
Borrowers.

         "BORROWING DATE" means a date on which an Advance is made hereunder.

         "BORROWING NOTICE" is defined in Section 2.9.1.

         "BUSINESS DAY" means (i) with respect to any borrowing, payment or
rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday)
on which banks generally are open in Chicago, Illinois for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in Dollars are carried
on in the London interbank market and (ii) for all other purposes, a day (other
than a Saturday or Sunday) on which banks generally are open in Chicago,
Illinois for the conduct of substantially all of their commercial lending
activities and interbank wire transfers can be made on the Fedwire system.

         "BUYING LENDER" is defined in Section 2.23.2.

         "CAPITALIZED LEASE" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a


                                       3
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Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.

         "CASH EQUIVALENT INVESTMENTS" means, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) time deposits and certificates
of deposit of any investment grade commercial bank having, or which is the
principal banking subsidiary of an investment grade bank holding company
organized under the laws of the United States, any State thereof, the District
of Columbia or any foreign jurisdiction having capital, surplus and undivided
profits aggregating in excess of $500,000,000, with maturities of not more than
one year from the date of acquisition by such Person, (iii) repurchase
obligations with a term of not more than ninety (90) days for underlying
securities of the types described in clause (i) above entered into with any
bank meeting the qualifications specified in clause (ii) above, provided that
such repurchase obligations are secured by a first priority security interest
in such underlying securities which have, on the date of purchase thereof, a
fair market value of at least 100% of the amount of the repurchase obligations,
(iv) commercial paper issued by any Person incorporated in the United States
rated at least A-1 by S&P or P-1 by Moody's and in each case maturing not more
than 270 days after the date of acquisition by such Person, (v) investments in
money market funds substantially all of the assets of which are comprised of
securities of the types described in clauses (i) through (iv) above, and (vi)
demand deposit accounts maintained in the ordinary course of business.

         "CHANGE" is defined in Section 3.2.

         "CHANGE IN CONTROL" means (i) the acquisition by any Person, or two or
more Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934), directly or indirectly, of thirty percent (30%) or more
of the outstanding shares of voting stock of the Company; or (ii) the majority
of the Board of Directors of the Company fails to consist of Continuing
Directors.

         "CLOSING DATE" means April 8, 2002.

         "CODE" means the Internal Revenue Code of 1986, as amended, reformed
or otherwise modified from time to time, and any rule or regulation issued
thereunder.

         "COLLATERAL SHORTFALL AMOUNT" means, as of any date of determination,
an amount equal to the difference of (x) the amount of LC Obligations at such
time, less (y) the amount on deposit in the Facility LC Collateral Account at
such time which is free and clear of all rights and claims of third parties and
has not been applied against the Obligations in accordance with the terms and
conditions of this Agreement.

         "COMBINED BALANCE SHEETS" means the audited combined balance sheets of
the Company and its Subsidiaries as of August 31, 2001, a copy of which is
attached to the Form 10.

         "COMBINED COMMITMENT" means the sum of (i) the Aggregate Commitment
hereunder plus (ii) the "Aggregate Commitment" under and as defined in the
364-Day Credit Agreement.


                                       4
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         "COMBINED UTILIZED AMOUNT" means, for any date, the sum of (i) the
Aggregate Outstanding Credit Exposure as of such date, plus (ii) the "Aggregate
Outstanding Credit Exposure" as of such date under (and as defined in) the
364-Day Credit Agreement.

         "COMMITMENT" means, for each Lender, the obligation of such Lender to
make Revolving Loans to, and participate in Facility LCs issued upon the
application of, a Borrower in an aggregate amount not exceeding the amount set
forth on the Commitment Schedule or in an Assignment Agreement executed
pursuant to Section 13.3, as it may be modified as a result of any assignment
that has become effective pursuant to Section 13.3.2 or as otherwise modified
from time to time pursuant to the terms hereof.

         "COMMITMENT INCREASE NOTICE" is defined in Section 2.23.1.

         "COMMITMENT SCHEDULE" means the Schedule identifying each Lender's
Commitment as of the Closing Date attached hereto and identified as such.

         "COMPANY" means Acuity Brands, Inc., a Delaware corporation, and its
permitted successors and assigns (including, without limitation, a
debtor-in-possession on its behalf).

         "CONSOLIDATED NET INCOME" means, with reference to any period, the net
after-tax income (or loss) of the Company and its Subsidiaries calculated on a
consolidated basis for such period determined in accordance with Agreement
Accounting Principles, excluding minority interests and including only
dividends actually received by the Company from any entity which is not a
Subsidiary.

         "CONSOLIDATED NET WORTH" means at any time the consolidated
stockholders' equity of the Company and its Subsidiaries calculated on a
consolidated basis as of such time in accordance with Agreement Accounting
Principles.

         "CONSOLIDATED TOTAL ASSETS" means the total amount of all assets of
the Company and its consolidated Subsidiaries, and including amounts
attributable to minority interests in Affiliates of the Company to the extent
deducted in calculating the Consolidated Total Assets of the Company and its
Subsidiaries but only to the extent such Affiliate shall be a Guarantor
hereunder, calculated on a consolidated basis as of such time in accordance
with Agreement Accounting Principles.

         "CONTINUING DIRECTOR" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (i)
was a member of such board of directors on the Closing Date, or (ii) was
nominated for election or elected to such board of directors with the approval
of the required majority of the Continuing Directors who were members of such
board at the time of such nomination or election; provided that any individual
who is so elected or nominated in connection with a merger, consolidation,
acquisition or similar transaction shall not be a Continuing Director unless
such individual was a Continuing Director prior thereto.

         "CONTRACTUAL OBLIGATION" means, for any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking
under which such Person is obligated or by which it or any of the property
owned by it is bound.


                                       5
<PAGE>


         "CONTROLLED GROUP" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether
or not incorporated) under common control which, together with the Company or
any of its Subsidiaries, are treated as a single employer under Section 414 of
the Code.

         "CONVERSION/CONTINUATION NOTICE" is defined in Section 2.10.

         "CREDIT EXTENSION" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "CREDIT EXTENSION DATE" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "DEFAULT" means an event described in Article VII.

         "DESIGNATED LENDER" means, with respect to each Designating Lender,
each Eligible Designee designated by such Designating Lender pursuant to
Section 13.1.2.

         "DESIGNATING LENDER" means, with respect to each Designated Lender,
the Lender that designated such Designated Lender pursuant to Section 13.1.2.

         "DESIGNATION AGREEMENT" is defined in Section 13.1.2.

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
date that is ninety-one (91) days after the Facility Termination Date.

         "DOL" means the United States Department of Labor and any successor
department or agency.

         "DOLLARS" and "$" means the lawful currency of the United States of
America.

         "DOMESTIC SUBSIDIARY" means a Subsidiary of the Company organized
under the laws of a jurisdiction located in the United States of America.

         "EBIT" means, for any period for the Company and its consolidated
Subsidiaries, the sum of the amounts for such period, without duplication,
calculated in each case in accordance with Agreement Accounting Principles, of
(i) Net Income, plus (ii) Interest Expense to the extent deducted in computing
Net Income, plus (iii) charges against income for foreign, federal, state and
local taxes to the extent deducted in computing Net Income, plus (iv) any other
non-recurring non-cash charges to the extent deducted in computing Net Income,
minus (v) any non-recurring non-cash credits to the extent added in computing
Net Income.

         "EBITDA" means, for any period for the Company and its consolidated
Subsidiaries, the sum of the amounts for such period, without duplication,
calculated in each case in accordance with Agreement Accounting Principles, of
(i) EBIT, plus (ii) depreciation expense to the extent


                                       6
<PAGE>

deducted in computing Net Income, plus (iii) amortization expense, including,
without limitation, amortization of goodwill and other intangible assets to the
extent deducted in computing Net Income.

         "EFFECTIVE COMMITMENT AMOUNT" is defined in Section 2.23.1.

         "ELIGIBLE DESIGNEE" means a special purpose corporation, partnership,
trust, limited partnership or limited liability company that is administered by
a Lender or an Affiliate of a Lender and (i) is organized under the laws of the
United States of America or any state thereof, (ii) is engaged primarily in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or the
equivalent thereof by Moody's.

         "ENVIRONMENTAL LAWS" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating
to (i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water
or land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including (unless the context otherwise requires)
any rules or regulations promulgated thereunder.

         "EURODOLLAR ADVANCE" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at a Eurodollar Rate requested by a
Borrower pursuant to Sections 2.9 and 2.10.

         "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable British Bankers' Association
Interest Settlement Rate for deposits in Dollars appearing on Reuters Screen
FRBD as of 11:00 a.m. (London time) two (2) Business Days prior to the first
day of such Interest Period, and having a maturity equal to such Interest
Period, provided that, (i) if Reuters Screen FRBD is not available to the
Administrative Agent for any reason, the applicable Eurodollar Base Rate for
the relevant Interest Period shall instead be the applicable British Bankers'
Association Interest Settlement Rate for deposits in Dollars as reported as of
11:00 a.m. (London time) two (2) Business Days prior to the first day of such
Interest Period by any other generally recognized financial information service
selected by the Administrative Agent, and having a maturity equal to such
Interest Period, and (ii) if no such British Bankers' Association Interest
Settlement Rate is available to the Administrative Agent, the applicable
Eurodollar Base Rate for the relevant Interest Period shall instead be the rate
determined by the Administrative Agent to be the rate at which Bank One or one
of its affiliate bank offers to place deposits in Dollars with first-class
banks in the London interbank market at approximately 11:00 a.m. (London time)
two (2) Business Days prior to the first day of such Interest Period, in the
approximate amount of Bank One's relevant Eurodollar Loan and having a maturity
equal to such Interest Period.


                                       7
<PAGE>


         "EURODOLLAR LOAN" means a Loan which, except as otherwise provided in
Section 2.12, bears interest at a Eurodollar Rate requested by a Borrower
pursuant to Sections 2.9 and 2.10.

         "EURODOLLAR RATE" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar
Base Rate applicable to such Interest Period, divided by (b) one minus the
Reserve Requirement (expressed as a decimal) applicable to such Interest
Period, plus (ii) the then Applicable Margin, changing as and when the
Applicable Margin changes.

         "EXCLUDED TAXES" means, in the case of each Lender or applicable
Lending Installation and each Agent, taxes imposed on its overall net income,
and franchise or branch office taxes imposed on it, by (i) the jurisdiction
under the laws of which such Lender or Agent is incorporated or organized or
any political combination or subdivision or taxing authority thereof or (ii)
the jurisdiction in which such Agent's or Lender's principal executive office
or such Lender's applicable Lending Installation is located or in which, other
than as a result of the transaction evidenced by this Agreement, such Agent or
Lender otherwise is, or at any time was, engaged in business (or any political
combination or subdivision or taxing authority thereof).

         "EXHIBIT" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "EXISTING CREDIT AGREEMENT" means that certain 364-Day Revolving
Credit Agreement dated as of October 3, 2001 among the Company (formerly known
as L & C Spinco, Inc.), the subsidiary borrowers parties thereto, the lenders
parties thereto, and Bank One, NA, as administrative agent, as the same has
been amended, restated, supplemented or otherwise modified from time to time.

         "FACILITY FEE" is defined in Section 2.6.1.

         "FACILITY LC" is defined in Section 2.21.1.

         "FACILITY LC APPLICATION" is defined in Section 2.21.3.

         "FACILITY LC COLLATERAL ACCOUNT" is defined in Section 2.21.11.

         "FACILITY TERMINATION DATE" means April 7, 2005.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate
per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average of the quotations at approximately 10:00
a.m. (Chicago time) on such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by the Administrative Agent in its sole discretion.

         "FINANCIAL CONTRACT" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar


                                       8
<PAGE>


characteristics or (ii) any agreements, devices or arrangements providing for
payments related to fluctuations of interest rates, exchange rates, forward
rates or commodity prices, including, but not limited to, interest rate swap or
exchange agreements, forward currency exchange agreements, interest rate cap or
collar protection agreements, forward rate currency, interest rate options puts
or warrants.

         "FLOATING RATE" means, for any day, a rate per annum equal to the sum
of (i) Alternate Base Rate for such day, changing when and as the Alternate
Base Rate changes plus (ii) the then Applicable Margin, changing as and when
the Applicable Margin changes.

         "FLOATING RATE ADVANCE" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.

         "FLOATING RATE LOAN" means a Loan or portion thereof, which, except as
otherwise provided in Section 2.12, bears interest at the Floating Rate.

         "FOREIGN PENSION PLAN" means any employee benefit plan as described in
Section 3(3) of ERISA for which the Company or any member of its Controlled
Group is a sponsor or administrator and which (i) is maintained or contributed
to for the benefit of employees of the Company, any of its respective
Subsidiaries or any member of its Controlled Group, (ii) is not covered by
ERISA pursuant to Section 4(b)(4) of ERISA, and (iii) under applicable local
law, is required to be funded through a trust or other funding vehicle.

         "FOREIGN SUBSIDIARY" means a Subsidiary of the Company which is not a
Domestic Subsidiary.

         "FORM 10" means the Form 10 General Report for Registration of
Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of
1934 filed on July 3, 2001 by the Company (File No. 0001144215) with the
Commission in connection with the Spin-Off, together with all exhibits and
appendices thereto, as amended prior to the Closing Date.

         "GUARANTOR" means the Company and each Material Subsidiary of the
Company (other than an SPV) that is a Domestic Subsidiary as of the Closing
Date and each other Subsidiary that has become a guarantor of the Obligations
hereunder in accordance with the terms of Section 6.10.

         "GUARANTY" means that certain Guaranty (and any and all supplements
thereto) executed from time to time by each Guarantor (other than the Company)
in favor of the Administrative Agent for the benefit of itself and the Lenders,
in substantially the form of Exhibit H attached hereto, as amended, restated,
supplemented or otherwise modified from time to time.

         "INDEBTEDNESS" of a Person means, without duplication, (a)
Indebtedness For Borrowed Money and (b) any other obligation or other financial
accommodation which in accordance with Agreement Accounting Principles would be
shown as a liability on the consolidated balance sheet of such Person (other
than current accounts payable arising in the ordinary course of such Person's
business payable on terms customary in the trade).


                                       9
<PAGE>


         "INDEBTEDNESS FOR BORROWED MONEY" of a Person means, without
duplication, (a) the obligations of such Person (i) for borrowed money or which
has been incurred in connection with the acquisition of property or assets
(other than current accounts payable arising in the ordinary course of such
Person's business payable on terms customary in the trade), (ii) under or with
respect to notes payable and drafts accepted which represent extensions of
credit (whether or not representing obligations for borrowed money) to such
Person, (iii) constituting reimbursement obligations with respect to letters of
credit issued for the account of such Person or (iv) for the deferred purchase
price of property or services (other than current accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (b) the Indebtedness For Borrowed Money of others, whether or not
assumed, secured by Liens on property of such Person or payable out of the
proceeds of, or production from, property or assets now or hereafter owned or
acquired by such Person, (c) the Capitalized Lease Obligations of such Person,
(d) the obligations of such Person under guaranties by such Person of any
Indebtedness For Borrowed Money (other than obligations for borrowed money
incurred to finance the purchase of property leased to such Person pursuant to
a Capitalized Lease of such Person) of any other Person, (e) all Receivable
Facility Attributed Indebtedness of such Person, (f) all Off-Balance Sheet
Liabilities of such Person, and (g) all Disqualified Stock.

         "INTEREST EXPENSE" means, for any period for any group of Persons, the
total gross interest expense of such group of Persons, whether paid or accrued,
including, without duplication, the interest component of Capitalized Leases,
commitment and letter of credit fees, the discount or implied interest
component of Off-Balance Sheet Liabilities, capitalized interest expense,
pay-in-kind interest expense, amortization of debt discount and net payments
(if any) pursuant to Financial Contracts relating to interest rate protection,
all as determined on a consolidated basis in conformity with Agreement
Accounting Principles.

         "INTEREST EXPENSE COVERAGE RATIO" is defined in Section 6.18.2.

         "INTEREST PERIOD" means, with respect to a Eurodollar Advance, a
period of seven days or one, two, three or six months or such other period
agreed to by the Lenders and the Borrowers, commencing on a Business Day
selected by the applicable Borrower pursuant to this Agreement. Such Interest
Period shall end on but exclude the day which corresponds numerically to such
date seven days or one, two, three or six months or such other agreed upon
period thereafter, provided, however, that if there is no such numerically
corresponding day in such seventh day or next, second, third or sixth
succeeding month or such other succeeding period, such Interest Period shall
end on the last Business Day of such seventh day or next, second, third or
sixth succeeding month or such other succeeding period. If an Interest Period
would otherwise end on a day which is not a Business Day, such Interest Period
shall end on the next succeeding Business Day, provided, however, that if said
next succeeding Business Day falls in a new calendar month, such Interest
Period shall end on the immediately preceding Business Day.

         "IRS" means the United States Internal Revenue Service and any
successor agency.

         "LC FEE" is defined in Section 2.21.4.


                                      10
<PAGE>


         "LC ISSUER" means Bank One (or any Affiliate of Bank One designated by
Bank One) or any of the other Lenders, as applicable, in its respective
capacity as issuer of Facility LCs hereunder.

         "LC OBLIGATIONS" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount of all Facility LCs outstanding at such
time plus (ii) the aggregate unpaid amount at such time of all Reimbursement
Obligations.

         "LC PAYMENT DATE" is defined in Section 2.21.5.

         "LENDERS" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns. Unless otherwise
specified, the term "Lender" includes Bank One in its capacity as Swing Line
Lender.

         "LENDER INCREASE NOTICE" is defined in Section 2.23.1.

         "LENDING INSTALLATION" means, with respect to a Lender or the Agents,
the office, branch, subsidiary or affiliate of such Lender or Agent listed on
the signature pages hereof, or on the administrative information sheets
provided to the Administrative Agent in connection herewith, or on a Schedule
or otherwise selected by such Lender or Agent pursuant to Section 2.18.

         "LEVERAGE RATIO" is defined in Section 6.18.1.

         "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement, and, in the case of stock, stockholders agreements, voting trust
agreements and all similar arrangements).

         "LOAN" means a Revolving Loan or a Swing Line Loan, as applicable.

         "LOAN DOCUMENTS" means this Agreement, the Facility LC Applications,
the Guaranty, each Assumption Letter executed hereunder, and all other
documents, instruments, notes (including any Notes issued pursuant to Section
2.14 (if requested)) and agreements executed in connection herewith or
therewith or contemplated hereby or thereby, as the same may be amended,
restated or otherwise modified and in effect from time to time.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, financial condition, operations or properties of the Company and its
Subsidiaries taken as a whole, (ii) the ability of the Company or any of its
Subsidiaries to perform its respective obligations under the Loan Documents to
which it is a party, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agents, the LC Issuers or the
Lenders thereunder.

         "MATERIAL INDEBTEDNESS" is defined in Section 7.5.

         "MATERIAL SUBSIDIARY" means each Borrower (other than the Company) and
any other Subsidiary of the Company that at any time has (i) assets with a
total book value equal to or


                                      11
<PAGE>


greater than five percent (5%) of the aggregate book value of the Consolidated
Total Assets of the Company and its Subsidiaries or (ii) Consolidated Net Worth
that is equal to or greater than five percent (5%) of the Consolidated Net
Worth of the Company and its Subsidiaries, or (iii) assets that contributed
five percent (5%) or more of the Company's Consolidated Net Income, in each
case as reported in the most recent annual audited financial statements
delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery
of the first of such annual audited financial statements, as reported in the
Combined Balance Sheets).

         "MODIFY" AND "MODIFICATION" are defined in Section 2.21.1.

         "MOODY'S" means Moody's Investors Service, Inc. and any successor
thereto.

         "MOODY'S RATING" is defined in the Pricing Schedule.

         "MULTIEMPLOYER PLAN" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Company or any
member of its Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "NET INCOME" means, for any period for any group of Persons, the net
earnings (or loss) after taxes of such group of Persons on a consolidated basis
for such period taken as a single accounting period determined in conformity
with Agreement Accounting Principles.

         "NON-U.S. LENDER" is defined in Section 3.5(iv).

         "NOTE" is defined in Section 2.14.

         "NSI" means National Service Industries, Inc., a Delaware corporation.

         "OBLIGATIONS" means all Loans, Reimbursement Obligations, advances,
debts, liabilities, obligations, covenants and duties owing by the Borrowers to
any of the Agents, any LC Issuer, any Lender, the Arranger, any affiliate of
the Agents, any LC Issuer, or any Lender, the Arranger, or any indemnitee under
the provisions of Section 10.6 or any other provisions of the Loan Documents,
in each case of any kind or nature, present or future, arising under this
Agreement or any other Loan Document, whether or not evidenced by any note,
guaranty or other instrument, whether or not for the payment of money, whether
arising by reason of an extension of credit, loan, foreign exchange risk,
guaranty, indemnification, or in any other manner, whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to
become due, now existing or hereafter arising and however acquired. The term
includes, without limitation, all interest, charges, expenses, fees, attorneys'
fees and disbursements, paralegals' fees (in each case whether or not allowed),
and any other sum chargeable to the Company or any of its Subsidiaries under
this Agreement or any other Loan Document.

         "OFF-BALANCE SHEET LIABILITY" of a Person means (i) Receivables
Facility Attributed Indebtedness and any repurchase obligation or liability of
such Person or any of its Subsidiaries with respect to Receivables or notes
receivable sold by such Person or any of its Subsidiaries (calculated to
include the unrecovered investment of purchasers or transferees of Receivables
or any other obligation of the Company or such transferor to
purchasers/transferees of interests in


                                      12
<PAGE>


Receivables or notes receivable or the agent for such purchasers/transferees),
(ii) any liability under any sale and leaseback transaction which is not a
Capitalized Lease, (iii) any liability under any financing lease or Synthetic
Lease or "tax ownership operating lease" transaction entered into by such
Person, including any Synthetic Lease Obligations, or (iv) any obligation
arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the consolidated balance sheets of such Person, but excluding from
this clause (iv) Operating Leases.

         "OPERATING LEASE" of a Person means any lease of Property (other than
a Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of
the lessor) of one year or more.

         "ORIGINATOR" means the Company and/or any of its Subsidiaries in their
respective capacities as parties to any Receivables Purchase Documents, as
sellers or transferors of any Receivables and Related Security in connection
with a Permitted Receivables Transfer.

         "OTHER TAXES" is defined in Section 3.5(ii).

         "OUTSTANDING CREDIT EXPOSURE" means, as to any Lender at any time, the
sum of (i) the aggregate principal amount of its Revolving Loans outstanding at
such time, plus (ii) an amount equal to its Pro Rata Share of the obligations
to purchase participations in Swing Line Loans, plus (iii) an amount equal to
its Pro Rata Share of the LC Obligations at such time.

         "PARTICIPANTS" is defined in Section 13.2.1.

         "PAYMENT DATE" means the last day of each March, June, September and
December and the Facility Termination Date.

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

         "PERFORMANCE LC" means a Facility LC that is a documentary letter of
credit which is drawable upon presentation of documents evidencing the sale or
shipment of goods purchased by the Company or a Subsidiary in the ordinary
course of business.

         "PERMITTED ACQUISITION" is defined in Section 6.12.2.

         "PERMITTED LIENS" means the Liens expressly permitted under clauses
(i) through (xv) of Section 6.13.

         "PERMITTED RECEIVABLES TRANSFER" means (i) a sale or other transfer by
an Originator to a SPV of Receivables and Related Security for fair market
value and without recourse (except for limited recourse typical of such
structured finance transactions), and/or (ii) a sale or other transfer
(including the grant of Liens) by a SPV to (a) purchasers of, lenders on or
other investors in such Receivables and Related Security (or interests therein)
or (b) any other Person (including a SPV) in a transaction in which purchasers
or other investors purchase or are otherwise transferred such Receivables and
Related Security (or interests therein including Liens), in each case pursuant
to and in accordance with the terms of the Receivables Purchase Documents.


                                      13
<PAGE>


         "PERMITTED REFINANCING INDEBTEDNESS" means any replacement, renewal,
refinancing or extension of any Indebtedness permitted by this Agreement that
(i) does not exceed the aggregate principal amount (plus accrued interest and
any applicable premium and associated fees and expenses) of the Indebtedness
being replaced, renewed, refinanced or extended, (ii) does not have a Weighted
Average Life to Maturity at the time of such replacement, renewal, refinancing
or extension that is less than the Weighted Average Life to Maturity of the
Indebtedness being replaced, renewed, refinanced or extended, and (iii) does
not rank at the time of such replacement, renewal, refinancing or extension
senior to the Indebtedness being replaced, renewed, refinanced or extended.

         "PERSON" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "PLAN" means an employee benefit plan which is covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Code
as to which the Company or any member of its Controlled Group may have any
liability.

         "PRICING SCHEDULE" means the Schedule identifying the Applicable
Margin, Applicable Facility Fee Rate and Applicable Utilization Rate attached
hereto identified as such.

         "PRIME RATE" means a rate per annum equal to the prime rate of
interest announced from time to time by Bank One or its parent (which is not
necessarily the lowest rate charged to any customer), changing when and as said
prime rate changes.

         "PROPERTY" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets
owned, leased or operated by such Person.

         "PROPOSED NEW LENDER" is defined in Section 2.23.1.

         "PRO RATA SHARE" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's Commitment at such time (in
each case, as adjusted from time to time in accordance with the provisions of
this Agreement) and the denominator of which is the Aggregate Commitment at
such time, or, if the Aggregate Commitment has been terminated, a fraction the
numerator of which is such Lender's Outstanding Credit Exposure at such time
and the denominator of which is the sum of the Aggregate Outstanding Credit
Exposure at such time.

         "PURCHASE PRICE" means the total consideration and other amounts
payable in connection with any Acquisition, including, without limitation, any
portion of the consideration payable in cash, all Indebtedness, liabilities and
contingent obligations incurred or assumed in connection with such Acquisition
and all transaction costs and expenses incurred in connection with such
Acquisition, but exclusive of the value of any Capital Stock or other equity
interests of the Company or any Subsidiary issued as consideration for such
Acquisition.

         "PURCHASERS" is defined in Section 13.3.1.


                                      14
<PAGE>


         "RECEIVABLE(S)" means and includes all of applicable Originator's or
SPV's presently existing and hereafter arising or acquired accounts, accounts
receivable, and all present and future rights of such Originator or SPV, as
applicable, to payment for goods sold or leased or for services rendered
(except those evidenced by instruments or chattel paper), whether or not they
have been earned by performance, and all rights in any merchandise or goods
which any of the same may represent, and all rights, title, security,
contracts, books and records, and guaranties with respect to each of the
foregoing, including, without limitation, any right of stoppage in transit.

         "RECEIVABLES AND RELATED SECURITY" means the Receivables and the
related security and collections with respect thereto which are sold or
transferred by any Originator or SPV in connection with any Permitted
Receivables Transfer.

         "RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS" means the amount of
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase.

         "RECEIVABLES FACILITY FINANCING COSTS" means such portion of the cash
fees, service charges, and other costs, as well as all collections or other
amounts retained by purchasers of receivables pursuant to a receivables
purchase facility, which are in excess of amounts paid to the Company and its
consolidated Subsidiaries under any receivables purchase facility for the
purchase of receivables pursuant to such facility and are the equivalent of the
interest component of the financing if the transaction were characterized as an
on-balance sheet transaction.

         "RECEIVABLES PURCHASE DOCUMENTS" means any series of receivables
purchase or sale, credit or servicing agreements generally consistent with
terms contained in comparable structured finance transactions pursuant to which
an Originator or Originators sell or transfer to SPVs all of their respective
right, title and interest in and to certain Receivables and Related Security
for further sale or transfer (or granting of Liens) to other purchasers of or
investors in such assets or interests therein (and the other documents,
instruments and agreements executed in connection therewith), as any such
agreements may be amended, restated, supplemented or otherwise modified from
time to time, or any replacement or substitution therefor.

         "RECEIVABLES PURCHASE FINANCING" means any financing consisting of a
securitization facility made available to the Company or any of its
consolidated Subsidiaries, whereby the Receivables and Related Security (or
interests therein) of the Originators are transferred to one or more SPVs, and
thereafter to certain investors (or are used as collateral to enable one or
more SPVs to obtain loans from certain investors), pursuant to the terms and
conditions of the Receivables Purchase Documents.

         "REDEEMABLE PREFERRED STOCK" means, for any Person, any preferred
stock issued by such Person which is at any time prior to the Facility
Termination Date either (i) mandatorily redeemable (by required sinking fund or
similar payments or otherwise) or (ii) redeemable at the option of the holder
thereof.


                                      15
<PAGE>


         "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors relating
to the extension of credit by and to brokers and dealers of securities for the
purpose of purchasing or carrying margin stock (as defined therein).

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors relating
to the extension of credit by banks, non-banks and non-broker lenders for the
purpose of purchasing or carrying margin stocks applicable to member banks of
the Federal Reserve System.

         "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors relating
to the extension of credit by foreign lenders for the purpose of purchasing or
carrying margin stock (as defined therein).

         "REIMBURSEMENT OBLIGATIONS" means with respect to any LC Issuer, at
any time, the aggregate of all obligations of the Borrowers then outstanding
under Section 2.21 to reimburse such LC Issuer for amounts paid by such LC
Issuer in respect of any one or more drawings under Facility LCs issued by such
LC Issuer; or, as the context may require, all such Reimbursement Obligations
then outstanding to reimburse all of the LC Issuers.

         "REPORTABLE EVENT" means a reportable event, as defined in Section
4043 of ERISA and the regulations issued under such section, with respect to a
Plan, excluding, however, such events as to which the PBGC has by regulation or
otherwise waived the requirement of Section 4043(a) of ERISA that it be
notified within thirty (30) days of the occurrence of such event, provided,
however, that a failure to meet the minimum funding standard of Section 412 of
the Code and of Section 302 of ERISA shall be a Reportable Event regardless of
the issuance of any such waiver of the notice requirement in accordance with
either Section 4043(a) of ERISA or Section 412(d) of the Code.

         "REQUIRED LENDERS" means Lenders in the aggregate having fifty-one
percent (51%) or more of the Aggregate Commitment or, if the Aggregate
Commitment has been terminated, Lenders in the aggregate holding fifty-one
percent (51%) or more of the Aggregate Outstanding Credit Exposure.

         "RESERVE REQUIREMENT" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on
"Eurocurrency liabilities" (as defined in Regulation D).

         "REVOLVING LOAN" means, with respect to a Lender, such Lender's loan
made pursuant to its commitment to lend set forth in Section 2.1 (and any
conversion or continuation thereof).


                                      16
<PAGE>


         "RISK BASED CAPITAL GUIDELINES" is defined in Section 3.2.

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

         "S&P RATING" is defined in the Pricing Schedule.

         "SCHEDULE" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "SECTION" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "SELLING LENDER" is defined in Section 2.23.2.

         "SETTLEMENT DATE" is defined in Section 2.23.2.

         "SINGLE EMPLOYER PLAN" means a Plan maintained by the Company or any
member of its Controlled Group for employees of the Company or any member of
its Controlled Group.

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

         (i)      the fair value of its assets (both at fair valuation and at
present fair saleable value) is equal to or in excess of the total amount of
its liabilities, including, without limitation, contingent liabilities; and

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

         (iii)    it has capital sufficient to carry on its business as
conducted and as proposed to be conducted.

         With respect to contingent liabilities (such as litigation, guarantees
and pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an actual or
matured liability.

         "SPIN-OFF" means the distribution by NSI to its stockholders in a
tax-free transaction of all of the outstanding capital stock of the Company
pursuant to which the Company became a separate publicly-held corporation owned
directly by the stockholders of NSI to whom such distribution was made.

         "SPIN-OFF TRANSACTIONS" means the series of transactions contemplated
by and described in the Form 10, including, but not limited to the Spin-Off.

         "SPV" means any special purpose entity established for the purpose of
purchasing receivables in connection with a Receivables Purchase Financing
permitted under the terms of this Agreement.


                                      17
<PAGE>


         "STANDBY LC" means any Facility LC other than a Performance LC.

         "STOCKHOLDERS' EQUITY" means, at any time, the shareholders' equity of
the Company and its consolidated Subsidiaries, as set forth or reflected on the
most recent consolidated balance sheet of the Company and its consolidated
Subsidiaries delivered pursuant to Section 6.1(i) and (ii), as applicable, but
excluding any Redeemable Preferred Stock of the Company or any of its
consolidated Subsidiaries.

         "SUBSIDIARY" of a Person means (i) any corporation more than fifty
percent (50%) of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or indirectly, by such
Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization more than fifty
percent (50%) of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled. Unless otherwise expressly
provided, all references herein to a "Subsidiary" shall mean a Subsidiary of
the Company.

         "SUBSIDIARY BORROWER" means each of the Company's Subsidiaries listed
on Schedule 1.1, and any other Subsidiaries of the Company duly designated by
the Company pursuant to Section 2.22 to request Credit Extensions hereunder,
which Subsidiary shall have delivered to the Administrative Agent an Assumption
Letter in accordance with Section 2.22 and such other documents as may be
required pursuant to this Agreement, in each case, together with its respective
successors and assigns, including a debtor-in-possession on behalf of such
Subsidiary Borrower.

         "SUBSTANTIAL PORTION" means, with respect to the Property of the
Company and its Subsidiaries, Property which (i) represents more than twenty
percent (20%) of the consolidated assets of the Company and its Subsidiaries as
would be shown in the consolidated financial statements of the Company and its
Subsidiaries as at the end of the four fiscal quarter period ending with the
fiscal quarter immediately prior to the fiscal quarter in which such
determination is made, or (ii) is responsible for providing more than twenty
percent (20%) of the Consolidated Net Income of the Company and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

         "SWING LINE BORROWING NOTICE" is defined in Section 2.2.2.

         "SWING LINE COMMITMENT" means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum principal amount of $20,000,000 at any
one time outstanding.

         "SWING LINE LENDER" means Bank One or such other Lender which may
succeed to its rights and obligations as Swing Line Lender pursuant to the
terms of this Agreement.

         "SWING LINE LOAN" means a Loan made available to the Borrowers by the
Swing Line Lender pursuant to Section 2.2.


                                      18
<PAGE>


         "SYNDICATION AGENT" means Wachovia Bank, N.A. in its capacity as the
syndication agent for the Lenders pursuant to Article XI, and not in its
individual capacity as a Lender, and any successor Syndication Agent appointed
pursuant to Article XI.

         "SYNTHETIC LEASE" means any so-called "synthetic", off-balance sheet
or tax retention lease, or any other agreement for the use or possession of
property creating obligations that are not treated as a capital lease under
Agreement Accounting Principles, but that is treated as a financing under the
Code.

         "SYNTHETIC LEASE OBLIGATIONS" means, collectively, the payment
obligations of the Company or any of its Subsidiaries pursuant to a Synthetic
Lease.

         "TAXES" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

         "364-DAY CREDIT AGREEMENT" means that certain 364-Day Revolving Credit
Agreement, dated as of April 8, 2002, by and among the Company, the subsidiary
borrowers parties thereto, the lenders parties thereto, and Bank One, NA, as
administrative agent, as the same may be amended, restated, supplemented or
otherwise modified and as in effect from time to time.

         "TRANSACTION DOCUMENTS" means the Loan Documents and the documents
executed and delivered by NSI, the Company or any of their respective
Subsidiaries in connection with the Spin-Off, including, without limitation,
the Form 10.

         "TRANSFEREE" is defined in Section 13.4.

         "TYPE" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance.

         "UNFUNDED LIABILITIES" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "UNMATURED DEFAULT" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "UTILIZATION FEE" is defined in Section 2.6.2.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
principal amount of such Indebtedness.


                                      19
<PAGE>


         "WHOLLY-OWNED SUBSIDIARY" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability
company, association, joint venture or similar business organization 100% of
the ownership interests having ordinary voting power of which shall at the time
be so owned or controlled; provided that in the case of clause (i) or (ii)
above, there shall be excluded (x) directors' qualifying shares, (y) nominal
ownership interests in Foreign Subsidiaries required to be held by third
parties under the laws of the foreign jurisdiction in which such Foreign
Subsidiary is organized, or (z) Disqualified Stock or Redeemable Preferred
Stock.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

         Any accounting terms used in this Agreement which are not specifically
defined herein shall have the meanings customarily given them in accordance
with Agreement Accounting Principles.

         1.2.     REFERENCES. Any references to the Company's Subsidiaries
shall not in any way be construed as consent by the Administrative Agent or any
Lender to the establishment, maintenance or acquisition of any Subsidiary,
except as may otherwise be permitted hereunder. All representations and
warranties made on and as of the Closing Date with respect to the Borrowers
shall also be and be deemed to include a reference to the Borrowers after
taking into effect the consummation of the Spin-Off.

         1.3.     SUPPLEMENTAL DISCLOSURE. At any time at the reasonable
request of the Administrative Agent (which shall not be done more frequently
than on a quarterly basis in the absence of a Default) and at such additional
times as the Company determines, the Company shall supplement each schedule or
representation herein or in the other Loan Documents with respect to any matter
hereafter arising which, if existing or occurring at the Closing Date, would
have been required to be set forth as an exception to such representation or
which is necessary to correct any information in such representation which has
been rendered materially inaccurate thereby. Notwithstanding that any such
supplement to such representation may disclose the existence or occurrence of
events, facts or circumstances which are either prohibited by the terms of this
Agreement or any other Loan Documents or which result in the material breach of
any representation or warranty, such supplement to such representation shall
not be deemed either an amendment thereof or a waiver of such breach unless
expressly consented to in writing by Administrative Agent and the requisite
number of Lenders under Section 8.2, and no such amendments, except as the same
may be consented to in a writing which expressly includes a waiver, shall be or
be deemed a waiver by the Administrative Agent or any Lender of any Default
disclosed therein. Any items disclosed in any such supplemental disclosures
shall be included in the calculation of any limits, baskets or similar
restrictions contained in this Agreement or any of the other Loan Documents.


                                      20
<PAGE>


                                  ARTICLE II

                                  THE CREDITS

         2.1.     Commitment. From and including the Closing Date and prior to
the Facility Termination Date, upon the satisfaction of the conditions
precedent set forth in Section 4.1, 4.2 and 4.3, as applicable, each Lender
severally and not jointly agrees, on the terms and conditions set forth in this
Agreement, to (i) make Revolving Loans to the Borrowers in Dollars and (ii)
participate in Facility LCs issued upon the request of the Borrowers in
Dollars, from time to time in amounts not to exceed in the aggregate at any one
time outstanding of its Pro Rata Share of the Available Aggregate Commitment;
provided that at no time shall the Aggregate Outstanding Credit Exposure
hereunder exceed the Aggregate Commitment. Subject to the terms of this
Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans at any
time prior to the Facility Termination Date. The Commitments to lend hereunder
shall expire automatically on the Facility Termination Date. The LC Issuers
will issue Facility LCs hereunder on the terms and conditions set forth in
Section 2.21.

         2.2.     Swing Line Loans.

         2.2.1.   Amount of Swing Line Loans. Upon the satisfaction of the
conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is
to be made on the date of the initial Advance hereunder, the satisfaction of
the conditions precedent set forth in Section 4.1 and 4.3 as well, from and
including the Closing Date and prior to the Facility Termination Date, the
Swing Line Lender agrees, on the terms and conditions set forth in this
Agreement, to make Swing Line Loans, in Dollars, to the Borrowers from time to
time in an aggregate principal amount not to exceed the Swing Line Commitment,
provided that the Aggregate Outstanding Credit Exposure shall not at any time
exceed the Aggregate Commitment, and provided further that at no time shall the
sum of (i) the Swing Line Lender's share of the obligations to participate in
the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the
Swing Line Lender pursuant to Section 2.1, exceed the Swing Line Lender's
Commitment at such time. Subject to the terms of this Agreement, the Borrowers
may borrow, repay and reborrow Swing Line Loans at any time prior to the
Facility Termination Date.

         2.2.2.   Borrowing Notice. The applicable Borrower shall deliver to
the Administrative Agent and the Swing Line Lender irrevocable notice (a "SWING
LINE BORROWING NOTICE") not later than 11:00 a.m. (Chicago time) on the
Borrowing Date of each Swing Line Loan, specifying (i) the applicable Borrowing
Date (which date shall be a Business Day), and (ii) the aggregate amount of the
requested Swing Line Loan which shall be an amount not less than $1,000,000 and
integral multiples of $500,000 in excess thereof. Each Swing Line Loan shall
bear interest on the outstanding principal amount thereof, for each day from
and including the day such Swing Line Loan is made to but excluding the date it
is paid, at a rate per annum equal to the sum of (a) the Alternate Base Rate or
such other rate as shall be agreed to by the Swing Line Lender and the
applicable Borrower plus (b) the then Applicable Margin for Floating Rate
Loans, changing as and when the Applicable Margin changes.

         2.2.3.   Making of Swing Line Loans. Promptly after receipt of a Swing
Line Borrowing Notice, the Administrative Agent shall notify each Lender by
fax, or other similar form of


                                      21
<PAGE>


transmission, of the requested Swing Line Loan. Not later than 2:00 p.m.
(Chicago time) on the applicable Borrowing Date, the Swing Line Lender shall
make available the Swing Line Loan, in funds immediately available in Chicago,
to the Administrative Agent at its address specified pursuant to Article XIV.
The Administrative Agent will promptly make the funds so received from the
Swing Line Lender available to the applicable Borrower on the Borrowing Date at
the Administrative Agent's aforesaid address.

         2.2.4.   Repayment of Swing Line Loans. Each Swing Line Loan shall be
paid in full by the Borrowers on or before the fifth (5th) Business Day after
the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender
(i) may at any time in its sole discretion with respect to any outstanding
Swing Line Loan, or (ii) shall on the fifth (5th) Business Day after the
Borrowing Date of any Swing Line Loan, require each Lender (including the Swing
Line Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata
Share of such Swing Line Loan (including, without limitation, any interest
accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan.
Not later than 12:00 noon (Chicago time) on the date of any notice received
pursuant to this Section 2.2.4, each Lender shall make available its required
Revolving Loan, in funds immediately available in Chicago to the Administrative
Agent at its address specified pursuant to Article XIV. Revolving Loans made
pursuant to this Section 2.2.4 shall initially be Floating Rate Loans and
thereafter may be continued as Floating Rate Loans or converted into Eurodollar
Loans in the manner provided in Section 2.10 and subject to the other
conditions and limitations set forth in this Article II. Unless a Lender shall
have notified the Swing Line Lender, prior to its making any Swing Line Loan,
that any applicable condition precedent set forth in Sections 4.1, 4.2 or 4.3
had not then been satisfied, such Lender's obligation to make Revolving Loans
pursuant to this Section 2.2.4 to repay Swing Line Loans shall be
unconditional, continuing, irrevocable and absolute and shall not be affected
by any circumstances, including, without limitation, (a) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against any Agent, the Swing Line Lender or any other Person, (b) the
occurrence or continuance of a Default or Unmatured Default, (c) any adverse
change in the condition (financial or otherwise) of any Borrower, or (d) any
other circumstances, happening or event whatsoever. In the event that any
Lender fails to make payment to the Administrative Agent of any amount due
under this Section 2.2.4, the Administrative Agent shall be entitled to
receive, retain and apply against such obligation the principal and interest
otherwise payable to such Lender hereunder until the Administrative Agent
receives such payment from such Lender or such obligation is otherwise fully
satisfied. In addition to the foregoing, if for any reason any Lender fails to
make payment to the Administrative Agent of any amount due under this Section
2.2.4, such Lender shall be deemed, at the option of the Administrative Agent,
to have unconditionally and irrevocably purchased from the Swing Line Lender,
without recourse or warranty, an undivided interest and participation in the
applicable Swing Line Loan in the amount of such Revolving Loan, and such
interest and participation may be recovered from such Lender together with
interest thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of demand and ending on the date such amount is
received. On the Facility Termination Date, the Borrowers shall repay in full
the outstanding principal balance of the Swing Line Loans.

                                      22

         2.3.     Required Payments; Termination.

         2.3.1.   Required Payments. This Agreement shall be effective until
the Facility Termination Date. Any outstanding Advances and all other unpaid
Obligations shall be paid in full by the Borrowers on the Facility Termination
Date.

         2.3.2.   Termination. Notwithstanding the termination of this
Agreement on the Facility Termination Date, until all of the Obligations (other
than contingent indemnity obligations) shall have been fully paid and satisfied
and all financing arrangements among the Borrowers and the Lenders hereunder
and under the other Loan Documents shall have been terminated, all of the
rights and remedies under this Agreement and the other Loan Documents shall
survive and the Administrative Agent shall be entitled to retain its security
interest in and to all existing and future collateral (if any).

         2.4.     Revolving Loans. Each Advance hereunder (other than any Swing
Line Loan) shall consist of Revolving Loans made from the several Lenders
ratably in proportion to the ratio that their respective Commitments bear to
the Aggregate Commitment.

         2.5.     Types of Advances. The Advances may be Revolving Loans
consisting of Floating Rate Advances or Eurodollar Advances, or a combination
thereof, selected by the applicable Borrower in accordance with Sections 2.9
and 2.10, or Swing Line Loans selected by the applicable Borrower in accordance
with Section 2.2.

         2.6.     Facility Fee; Utilization Fee; Reductions in Aggregate
Commitment.

         2.6.1.   Facility Fee. The Borrowers agree to pay to the
Administrative Agent for the account of each Lender a facility fee (the
"FACILITY FEE") at a per annum rate equal to the Applicable Facility Fee Rate
on the average daily amount of such Lender's Commitment (regardless of usage)
(or, from and after the Facility Termination Date, such Lender's average daily
Outstanding Credit Exposure) from and including the Closing Date to and
including the date on which this Agreement is terminated in full and all
Obligations hereunder have been paid in full pursuant to Section 2.3, payable
quarterly in arrears on each Payment Date hereafter and until all Obligations
hereunder have been paid in full.

         2.6.2.   Utilization Fee. If the Combined Utilized Amount exceeds
thirty-three and one-third percent (33 1/3%) of the Combined Commitment
hereunder (or, if all or any part of the Combined Commitment has been
terminated, the Combined Commitment in effect immediately prior to such
termination), the Borrowers will pay to the Administrative Agent for the
ratable benefit of the Lenders a utilization fee (the "UTILIZATION FEE") at a
per annum rate equal to the Applicable Utilization Fee Rate on the Aggregate
Outstanding Credit Exposure on such date, payable quarterly in arrears on each
Payment Date and on the date this Agreement is terminated in full and all
Obligations hereunder have been paid in full pursuant to Section 2.3.

         2.6.3.   Reductions in Aggregate Commitment. The Borrowers may
permanently reduce the Aggregate Commitment in whole, or in part ratably among
the Lenders in a minimum amount of $5,000,000 (and in multiples of $1,000,000
if in excess thereof), upon at least three (3) Business Days' prior written
notice to the Administrative Agent of such reduction, which notice shall
specify the amount of any such reduction; provided, however, that the amount of
the Aggregate Commitment may not be reduced below the Aggregate Outstanding
Credit Exposure.


                                      23
<PAGE>


All accrued Facility Fees shall be payable on the effective date of any
termination of all or any part of the obligations of the Lenders to make Credit
Extensions hereunder.

         2.7.     Minimum Amount of Each Advance. Each Eurodollar Advance shall
be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in
excess thereof), and each Floating Rate Advance shall be in the minimum amount
of $1,000,000 (and in multiples of $250,000 if in excess thereof), provided,
however, that any Floating Rate Advance may be in the amount of the Available
Aggregate Commitment.

         2.8.     Optional Principal Payments. The Borrowers may from time to
time pay, without penalty or premium, all outstanding Floating Rate Advances,
or any portion of the outstanding Floating Rate Advances, in a minimum
aggregate amount of $1,000,000 or any integral multiple of $250,000 in excess
thereof, upon prior notice to the Administrative Agent at or before 12:00 noon
(Chicago time) one (1) Business Day prior to the date of such payment. The
Borrowers may from time to time pay, subject to the payment of any funding
indemnification amounts required by Section 3.4 but without penalty or premium,
all outstanding Eurodollar Advances, or, in a minimum aggregate amount of
$5,000,000 or any integral multiple of $1,000,000 in excess thereof, any
portion of the outstanding Eurodollar Advances upon five (5) Business Days'
prior notice to the Administrative Agent. The Borrowers may at any time pay,
without penalty or premium, all outstanding Swing Line Loans, or, in a minimum
amount of $1,000,000 and increments of $500,000 in excess thereof, any portion
of the outstanding Swing Line Loans, with notice to the Administrative Agent
and the Swing Line Lender by 12:00 noon (Chicago time) on the date of
repayment.

         2.9.     Method of Selecting Types and Interest Periods for New
Advances.

         2.9.1.   Method of Selecting Types and Interest Periods for New
Advances. Other than with respect to Swing Line Loans (which shall be governed
by Section 2.2), the applicable Borrower shall select the Type of Advance and,
in the case of each Eurodollar Advance, the Interest Period applicable thereto
from time to time; provided that there shall be no more than ten (10) Interest
Periods in effect with respect to all of the Revolving Loans at any time,
unless such limit has been waived by the Administrative Agent in its sole
discretion. The applicable Borrower shall give the Administrative Agent
irrevocable notice (a "BORROWING NOTICE") not later than 10:00 a.m. (Chicago
time) on the Borrowing Date of each Floating Rate Advance, and three (3)
Business Days before the Borrowing Date for each Eurodollar Advance,
specifying:

         (i)      the Borrowing Date, which shall be a Business Day, of such
                  Advance,

         (ii)     the aggregate amount of such Advance,

         (iii)    the Type of Advance selected, and

         (iv)     in the case of each Eurodollar Advance, the Interest Period
                  applicable thereto.

         2.9.2.   Method of Borrowing. On each Borrowing Date, each Lender
shall make available its Loan or Loans, if any, not later than noon, Chicago
time, in Federal or other funds immediately available to the Administrative
Agent, in Chicago, Illinois at its address specified in or pursuant to Article
XIV. Unless the Administrative Agent determines that any applicable

                                      24
<PAGE>


condition specified in Article IV has not been satisfied, the Administrative
Agent will make the funds so received from the Lenders available to the
applicable Borrower at the Administrative Agent's aforesaid address by not
later than 2:30 p.m. (Chicago time). Notwithstanding the foregoing provisions
of this Section 2.9.2, to the extent that a Loan made by a Lender matures on
the Borrowing Date of a requested Loan, such Lender shall apply the proceeds of
the Loan it is then making to the repayment of principal of the maturing Loan.

         2.10.    Conversion and Continuation of Outstanding Advances; No
Conversion or Continuation of Eurodollar Advances After Default. Floating Rate
Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Eurodollar Advances pursuant to this
Section 2.10 or are repaid in accordance with Section 2.8. Each Eurodollar
Advance shall continue as a Eurodollar Advance until the end of the then
applicable Interest Period therefor, at which time such Eurodollar Advance
shall be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.8 or (y) the
applicable Borrower shall have given the Administrative Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the end
of such Interest Period, such Eurodollar Advance continue as a Eurodollar
Advance for the same or another Interest Period or be converted into a Floating
Rate Advance. Subject to the terms of Section 2.7, the Borrowers may elect from
time to time to convert all or any part of an Advance of any Type into any
other Type or Types of Advances; provided that any conversion of any Eurodollar
Advance shall be made on, and only on, the last day of the Interest Period
applicable thereto. Notwithstanding anything to the contrary contained in this
Section 2.10, no Advance may be converted or continued as a Eurodollar Advance
(except with the consent of the Required Lenders) when any Default or Unmatured
Default is continuing. The applicable Borrower shall give the Administrative
Agent irrevocable notice (a "CONVERSION/CONTINUATION NOTICE") of each
conversion of an Advance or continuation of a Eurodollar Advance not later than
10:00 a.m. (Chicago time) at least one (1) Business Day, in the case of a
conversion into a Floating Rate Advance, or three (3) Business Days, in the
case of a conversion into or continuation of a Eurodollar Advance, prior to the
date of the requested conversion or continuation, specifying:

         (i)      the requested date, which shall be a Business Day, of such
                  conversion or continuation,

         (ii)     the aggregate amount and Type of the Advance which is to be
                  converted or continued, and

         (iii)    the amount of such Advance which is to be converted into or
                  continued as a Eurodollar Advance and the duration of the
                  Interest Period applicable thereto.

Promptly after receipt of any Conversion/Continuation Notice, the
Administrative Agent shall provide the Lenders with notice thereof.

         2.11.    Changes in Interest Rate, etc. Each Floating Rate Advance
shall bear interest on the outstanding principal amount thereof, for each day
from and including the date such Advance is made or is automatically converted
from a Eurodollar Advance into a Floating Rate Advance pursuant to Section
2.10, to but excluding the date it is paid or is converted into a Eurodollar

                                      25
<PAGE>


Advance pursuant to Section 2.10 hereof, at a rate per annum equal to the
Floating Rate for such day. Changes in the rate of interest on that portion of
any Advance maintained as a Floating Rate Advance will take effect
simultaneously with each change in the Alternate Base Rate. Each Eurodollar
Advance shall bear interest on the outstanding principal amount thereof from
and including the first day of the Interest Period applicable thereto to (but
not including) the last day of such Interest Period at the interest rate
determined by the Administrative Agent as applicable to such Eurodollar Advance
based upon the applicable Borrower's selections under Sections 2.9 and 2.10 and
otherwise in accordance with the terms hereof. No Interest Period may end after
the Facility Termination Date.

         2.12.    Rates Applicable After Default. During the continuance of a
Default (including the Borrowers' failure to pay any Loan at maturity) the
Required Lenders may, at their option, by notice to the Borrowers (which notice
may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that (i) the Advances, all fees or any other
Obligations hereunder shall bear interest at the Floating Rate plus 2% per
annum and (ii) the LC Fee shall be increased by 2% per annum, provided that,
during the continuance of a Default under Section 7.6 or 7.7, such interest
rate and such increase in the LC Fee set forth above shall be applicable to all
Credit Extensions, Advances, fees and other Obligations hereunder without any
election or action on the part of the Administrative Agent, any LC Issuer or
any Lender.

         2.13.    Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative Agent at the Administrative Agent's
address specified pursuant to Article XIV, or at any other Lending Installation
of the Administrative Agent specified in writing by the Administrative Agent to
the Company, by 12:00 noon (Chicago time) on the date when due and shall
(except (i) in the case of Reimbursement Obligations for which the applicable
LC Issuer has not been fully indemnified by the Lenders or (ii) with respect to
repayments of Swing Line Loans) be applied ratably by the Administrative Agent
among the Lenders. Each payment delivered to the Administrative Agent for the
account of any Lender shall be delivered promptly by the Administrative Agent
to such Lender in the same type of funds that the Administrative Agent received
at such Lender's address specified pursuant to Article XIV or at any Lending
Installation specified in a notice received by the Administrative Agent from
such Lender. Each reference to the Administrative Agent in this Section 2.13
shall also be deemed to refer, and shall apply equally, to the applicable LC
Issuer, in the case of payments required to be made by the applicable Borrower
to such LC Issuer pursuant to Section 2.21.6. The Administrative Agent is
hereby authorized to charge the account of the Borrowers maintained with Bank
One or any of its Affiliates for each payment of principal, interest and fees
as it becomes due hereunder.

         2.14.    Noteless Agreement; Evidence of Indebtedness.

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

                                      26
<PAGE>


         (ii)     The Administrative Agent shall also maintain accounts in
which it will record (a) the date and the amount of each Revolving Loan made
hereunder and Type thereof and the Interest Period, if any, applicable thereto,
(b) the amount of any principal or interest due and payable or to become due
and payable from any Borrower to each Lender hereunder, (c) the effective date
and amount of each Assignment Agreement delivered to and accepted by it and the
parties thereto pursuant to Section 13.3, (d) the original stated amount of
each Facility LC and the amount of LC Obligations outstanding at any time, (e)
the amount of any sum received by the Administrative Agent hereunder from the
Borrowers and each Lender's share thereof, and (f) all other appropriate debits
and credits as provided in this Agreement, including, without limitation, all
fees, charges, expenses and interest.

         (iii)    The entries maintained in the accounts maintained pursuant to
clauses (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded in the absence of manifest error;
provided, however, that the failure of the Administrative Agent or any Lender
to maintain such accounts or any error therein shall not in any manner affect
the obligation of the Borrowers to repay the Obligations in accordance with
their terms.

         (iv)     Any Lender may request that its Loans be evidenced by a
promissory note or, in the case of the Swing Line Lender, promissory notes
representing its Revolving Loans and Swing Line Loans, respectively,
substantially in the form of Exhibit E, with appropriate changes for notes
evidencing Swing Line Loans (each, a "NOTE"). In such event, the Borrowers
shall prepare, execute and deliver to such Lender such Note or Notes payable to
the order of such Lender. Thereafter, the Loans evidenced by each such Note and
interest thereon shall at all times (including after any assignment pursuant to
Section 13.3) be represented by one or more Notes payable to the order of the
payee named therein or any assignee pursuant to Section 13.3, except to the
extent that any such Lender or assignee subsequently returns any such Note for
cancellation and requests that such Loans once again be evidenced as described
in clauses (i) and (ii) above.

         2.15.    Telephonic Notices. The Borrowers hereby authorize the
Lenders and the Administrative Agent to extend, convert or continue Advances,
effect selections of Types of Advances and transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of a Borrower, it being understood
that the foregoing authorization is specifically intended to allow Borrowing
Notices and Conversion/Continuation Notices to be given telephonically. The
Borrowers agree to deliver promptly to the Administrative Agent a written
confirmation, signed by an Authorized Officer, if such confirmation is
requested by the Administrative Agent or any Lender, of each telephonic notice.
If the written confirmation differs in any material respect from the action
taken by the Administrative Agent and the Lenders, the records of the
Administrative Agent and the Lenders shall govern absent manifest error.

         2.16.    Interest Payment Dates; Interest and Fee Basis. Interest
accrued on each Floating Rate Advance and Swing Line Loan shall be payable in
arrears on each Payment Date, commencing with the first such date to occur
after the Closing Date, on any date on which the Floating Rate Advance or Swing
Line Loan is prepaid, whether due to acceleration or otherwise, and at
maturity. Interest accrued on that portion of the outstanding principal amount
of any

                                      27
<PAGE>


Floating Rate Advance converted into a Eurodollar Advance on a day other than a
Payment Date shall be payable on the date of conversion. Interest accrued on
each Eurodollar Advance shall be payable on the last day of its applicable
Interest Period, on any date on which the Eurodollar Advance is prepaid,
whether by acceleration or otherwise, and at maturity; provided, that interest
accrued on each Eurodollar Advance having an Interest Period longer than three
(3) months shall also be payable on the last day of each three-month interval
during such Interest Period. Interest on Eurodollar Advances and Swing Line
Loans and LC Fees, Facility Fees and Utilization Fees shall be calculated for
actual days elapsed on the basis of a 360-day year; interest on Floating Rate
Advances shall be calculated for actual days elapsed on the basis of a
365/366-day year. Interest shall be payable for the day an Advance is made but
not for the day of any payment on the amount paid if payment is received prior
to 12:00 noon (Chicago time) at the place of payment. If any payment of
principal of or interest on an Advance, any fees or any other amounts payable
to any Agent or any Lender hereunder shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time shall be
included in computing interest, fees and commissions in connection with such
payment.

         2.17.    Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Administrative Agent
will notify each Lender of the contents of each Aggregate Commitment reduction
notice, Borrowing Notice, Swing Line Borrowing Notice, Conversion/Continuation
Notice, and repayment notice received by it hereunder. Promptly after notice
from the applicable LC Issuer, the Administrative Agent will notify each Lender
of the contents of each request for issuance of a Facility LC hereunder. The
Administrative Agent will notify each Lender of the interest rate applicable to
each Eurodollar Advance promptly upon determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate.

         2.18.    Lending Installations. Subject to the provisions of Section
3.6, each Lender may book its Loans and its participation in any LC Obligations
and the LC Issuers may book the Facility LCs at any Lending Installation
selected by such Lender or the applicable LC Issuer, as the case may be, and
may change its Lending Installation from time to time. All terms of this
Agreement shall apply to any such Lending Installation and the Loans, Facility
LCs, participations in LC Obligations and any Notes issued hereunder shall be
deemed held by each Lender or the applicable LC Issuer, as the case may be, for
the benefit of any such Lending Installation. Subject to the provisions of
Section 3.6, each Lender and each LC Issuer may, by written notice to the
Administrative Agent and the Company in accordance with Article XIV, designate
replacement or additional Lending Installations through which Loans will be
made by it or Facility LCs will be issued by it and for whose account Loan
payments or payments with respect to Facility LCs are to be made.

         2.19.    Non-Receipt of Funds by the Administrative Agent. Unless a
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the time on which it is scheduled to make payment to the
Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or
(ii) in the case of a Borrower, a payment of principal, interest or fees to the
Administrative Agent for the account of the Lenders, that it does not intend to
make such payment, the Administrative Agent may assume that such payment has
been made. The Administrative Agent may, but shall not be obligated to, make
the amount of such payment

                                      28
<PAGE>


available to the intended recipient in reliance upon such assumption. If such
Lender or Borrower, as the case may be, has not in fact made such payment to
the Administrative Agent, the recipient of such payment shall, on demand by the
Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three (3) days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the
case of payment by a Borrower, the interest rate applicable to the relevant
Loan, including the interest rate applicable pursuant to Section 2.12.

         2.20.    Replacement of Lender. The Borrowers shall have the right, in
their sole discretion, at any time and from time to time to terminate or
replace the Commitment of any Lender (an "AFFECTED LENDER"), in whole, upon at
least thirty (30) days' prior notice to the Administrative Agent and such
Lender, (a) if such Lender has failed or refused to make available the full
amount of any Revolving Loans as required by its Commitment hereunder, (b) if
such Lender has been merged or consolidated with, or transferred all or
substantially all of its assets to, or otherwise been acquired by any other
Person, or (c) if such Lender has demanded that the Borrowers make any
additional payment to any Lender pursuant to Section 3.1, 3.2 or 3.5, or if
such Lender's obligation to make or continue, or convert Floating Rate Advances
into, Eurodollar Advances has been suspended pursuant to Section 3.3; provided,
however that no such Commitment termination shall reduce the Aggregate
Commitment by more than fifteen percent (15%) thereof; provided further, that
no Default or Unmatured Default shall have occurred and be continuing at the
time of such termination or replacement, and that, concurrently with such
termination or replacement, (i) if the Affected Lender is being replaced,
another bank or other entity which is reasonably satisfactory to the Borrowers
and the Administrative Agent shall agree, as of such date, to purchase for cash
the Advances and other Obligations due to the Affected Lender pursuant to an
Assignment Agreement substantially in the form of Exhibit C and to become a
Lender for all purposes under this Agreement and to assume all obligations of
the Affected Lender to be terminated as of such date and to comply with the
requirements of Section 13.3 applicable to assignments, (ii) the Borrowers
shall pay to such Affected Lender in immediately available funds on the day of
such replacement (A) all interest, fees and other amounts then accrued but
unpaid to such Affected Lender by the Borrowers hereunder to and including the
date of termination, including without limitation payments due to such Affected
Lender under Sections 3.1, 3.2 and 3.5, to the extent applicable, and (B) an
amount, if any, equal to the payment which would have been due to such Lender
on the day of such replacement under Section 3.4 had the Loans of such Affected
Lender been prepaid on such date rather than sold to the replacement Lender,
and (iii) if the Affected Lender is being terminated, the Borrowers shall pay
to such Affected Lender all Obligations due to such Affected Lender (including
the amounts described in the immediately preceding clauses (i) and (ii) plus
the outstanding principal balance of such Affected Lender's Credit Extensions).

         2.21.    Facility LCs.

         2.21.1.  Issuance; Transitional Facility LCs.

                                       29
<PAGE>

         (i)      Issuance. The LC Issuers hereby agree, on the terms and
conditions set forth in this Agreement, to issue standby and performance
letters of credit in Dollars (each, together with the letters of credit deemed
issued by the LC Issuers hereunder pursuant to Section 2.21.1(ii), a "FACILITY
LC") and to renew, extend, increase, decrease or otherwise modify each Facility
LC ("MODIFY," and each such action a "MODIFICATION"), from time to time from
and including the Closing Date and prior to the Facility Termination Date upon
the request of any Borrower; provided that immediately after each such Facility
LC is issued or Modified, (i) the aggregate amount of the outstanding LC
Obligations shall not exceed $75,000,000 and (ii) the Aggregate Outstanding
Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall
have an expiry date later than the earlier of (x) the fifth (5th) Business Day
prior the Facility Termination Date and (y) one year after its issuance;
provided, that any Facility LC (x) may contain customary "evergreen" provisions
pursuant to which the expiry date is automatically extended for a specific time
period unless the LC Issuer gives notice to the beneficiary of such Facility LC
at least a specified time prior to the expiry date then in effect and/or (y)
may have an expiration date more than one year from the date of issuance if
required under related industrial revenue bond documents and agreed to by the
LC Issuer.

         (ii)     Transitional Provision. Schedule 2.21 contains a schedule of
certain letters of credit issued for the account of the Borrowers prior to the
Closing Date. Subject to the satisfaction of the conditions contained in
Sections 4.1, 4.2 and 4.3, from and after the Closing Date such letters of
credit shall be deemed to be Facility LCs issued pursuant to this Section 2.21.

         2.21.2.  Participations. On the Closing Date, with respect to the
Facility LCs identified on Schedule 2.21, and upon the issuance or Modification
by the applicable LC Issuer of a Facility LC in accordance with this Section
2.21, such LC Issuer shall be deemed, without further action by any party
hereto, to have unconditionally and irrevocably sold to each Lender, and each
Lender shall be deemed, without further action by any party hereto, to have
unconditionally and irrevocably purchased from such LC Issuer, a participation
in such Facility LC (and each Modification thereof) and the related LC
Obligations in proportion to its Pro Rata Share.

         2.21.3.  Notice. Subject to Section 2.21.1, the applicable Borrower
shall give the applicable LC Issuer notice prior to 10:00 a.m. (Chicago time)
at least five (5) Business Days prior to the proposed date of issuance or
Modification of each Facility LC, specifying the beneficiary, the proposed date
of issuance (or Modification) and the expiry date of such Facility LC, and
describing the proposed terms of such Facility LC and the nature of the
transactions proposed to be supported thereby. Upon receipt of such notice, the
applicable LC Issuer shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each Lender, of the contents thereof
and of the amount of such Lender's participation in such proposed Facility LC.
The issuance or Modification by any LC Issuer of any Facility LC shall, in
addition to the conditions precedent set forth in Article IV (the satisfaction
of which such LC Issuer shall have no duty to ascertain), be subject to the
conditions precedent that such Facility LC shall be satisfactory to such LC
Issuer and that the applicable Borrower shall have executed and delivered such
application agreement and/or such other instruments and agreements relating to
such Facility LC as the applicable LC Issuer shall have reasonably requested
(each, a "FACILITY LC APPLICATION"). In the event of any conflict between the
terms of this Agreement and the terms of any Facility LC Application, the terms
of this Agreement shall control.

                                      30
<PAGE>


         2.21.4.  LC Fees. With respect to each Standby LC, the Borrowers shall
pay to the Administrative Agent, for the account of the Lenders ratably in
accordance with their respective Pro Rata Shares, a letter of credit fee at a
per annum rate equal to the Applicable Margin for Eurodollar Loans in effect
from time to time on the average daily undrawn stated amount under such Standby
LC, such fees to be payable in arrears on each Payment Date (each such fee
described in this sentence being an "LC FEE"). The Borrowers shall also pay to
each LC Issuer for its own account (x) at the time of such LC Issuer's issuance
of any Standby LC, a fronting fee equal to 0.125% per annum on the initial
stated amount available for drawing under each such Facility LC issued by such
LC Issuer, and (y) other customary, documentary and processing charges in
connection with the issuance or Modification of and draws under Facility LCs in
accordance with the applicable LC Issuer's standard schedule for such charges
as in effect from time to time.

         2.21.5.  Administration; Reimbursement by Lenders. Upon receipt from
the beneficiary of any Facility LC of any demand for payment under such
Facility LC, the applicable LC Issuer shall notify the Administrative Agent and
the Administrative Agent shall promptly notify the Company and each other
Lender as to the amount to be paid by such LC Issuer as a result of such demand
and the proposed payment date (the "LC PAYMENT DATE"). The responsibility of
each LC Issuer to the Borrowers and each Lender shall be only to determine that
the documents (including each demand for payment) delivered under each Facility
LC issued by such LC Issuer in connection with such presentment shall be in
conformity in all material respects with such Facility LC. Each LC Issuer shall
endeavor to exercise the same care in the issuance and administration of the
Facility LCs issued by such LC Issuer as it does with respect to letters of
credit in which no participations are granted, it being understood that in the
absence of any gross negligence or willful misconduct by the applicable LC
Issuer, each Lender shall be unconditionally and irrevocably liable without
regard to the occurrence of any Default, the Facility Termination Date or any
condition precedent whatsoever, to reimburse such LC Issuer on demand for (i)
such Lender's Pro Rata Share of the amount of each payment made by such LC
Issuer under each Facility LC issued by such LC Issuer to the extent such
amount is not reimbursed by the Borrowers pursuant to Section 2.21.6 below,
plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for
each day from the date of the applicable LC Issuer's demand for such
reimbursement (or, if such demand is made after 11:00 a.m. (Chicago time) on
such date, from the next succeeding Business Day) to the date on which such
Lender pays the amount to be reimbursed by it, at a rate of interest per annum
equal to the Federal Funds Effective Rate for the first three days and,
thereafter, at a rate of interest equal to the rate applicable to Floating Rate
Advances.

         2.21.6.  Reimbursement by the Borrowers. The Borrowers shall be
irrevocably and unconditionally obligated to reimburse the LC Issuers on or
before the applicable LC Payment Date for any amounts to be paid by any LC
Issuer upon any drawing under any Facility LC issued by such LC Issuer, without
presentment, demand, protest or other formalities of any kind; provided that
neither any Borrower nor any Lender shall hereby be precluded from asserting
any claim for direct (but not consequential) damages suffered by such Borrower
or such Lender to the extent, but only to the extent, caused by (i) the willful
misconduct or gross negligence of the applicable LC Issuer in determining
whether a request presented under any Facility LC issued by it complied with
the terms of such Facility LC or (ii) the applicable LC Issuer's failure to pay
under any Facility LC issued by it after the presentation to it of a request
strictly complying with

                                      31
<PAGE>


the terms and conditions of such Facility LC. Commencing on the date that the
Administrative Agent gives notice to the Company by 11:00 a.m. (Chicago time)
as required under Section 2.21.5 of the applicable LC Payment Date, all such
amounts paid by any LC Issuer and remaining unpaid by the Borrowers shall bear
interest, payable on demand, for each day from and including such LC Payment
Date until paid at a rate per annum equal to (x) the rate applicable to
Floating Rate Advances for such day if such day falls on or before the
applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to
Floating Rate Advances for such day if such day falls after such LC Payment
Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro
Rata Share all amounts received by it from the Borrowers for application in
payment, in whole or in part, of the Reimbursement Obligation in respect of any
Facility LC issued by such LC Issuer, but only to the extent such Lender has
made payment to such LC Issuer in respect of such Facility LC pursuant to
Section 2.21.5. Subject to the terms and conditions of this Agreement
(including without limitation the submission of a Borrowing Notice in
compliance with Section 2.9 and the satisfaction of the applicable conditions
precedent set forth in Article IV), the applicable Borrower may request an
Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

         2.21.7.  Obligations Absolute. The Borrowers' obligations under this
Section 2.21 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which any Borrower may have or have had against any LC Issuer, any
Lender or any beneficiary of a Facility LC. The Borrowers further agree with
the LC Issuers and the Lenders that the LC Issuers and the Lenders shall not be
responsible for, and no Borrower's Reimbursement Obligation in respect of any
Facility LC shall be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even if such documents
should in fact prove to be in any or all respects invalid, fraudulent or
forged, or any dispute between or among any Borrower, any of its Affiliates,
the beneficiary of any Facility LC or any financing institution or other party
to whom any Facility LC may be transferred or any claims or defenses whatsoever
of any Borrower or of any of its Affiliates against the beneficiary of any
Facility LC or any such transferee. No LC Issuer shall be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Facility LC. The
Borrowers agree that any action taken or omitted by any LC Issuer or any Lender
under or in connection with each Facility LC and the related drafts and
documents, if done without gross negligence or willful misconduct, shall be
binding upon the Borrowers and shall not put any LC Issuer or any Lender under
any liability to the Borrowers. Nothing in this Section 2.21.7 is intended to
limit the right of the Borrowers to make a claim against any LC Issuer for
damages as contemplated by the proviso to the first sentence of Section 2.21.6.

         2.21.8.  Actions of LC Issuers. Each LC Issuer shall be entitled to
rely, and shall be fully protected in relying, upon any Facility LC, draft,
writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by such LC Issuer. Each LC Issuer shall be fully justified in failing or
refusing to take any action under this Agreement unless it shall first have
received such advice or concurrence of the Required Lenders as it reasonably
deems appropriate or it shall first be indemnified to its reasonable
satisfaction by the Lenders against any and all liability and

                                      32
<PAGE>


expense which may be incurred by it by reason of taking or continuing to take
any such action. Notwithstanding any other provision of this Section 2.21, each
LC Issuer shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement in accordance with a request of the Required
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon the Lenders and any future holders of a
participation in any Facility LC.

         2.21.9.  Indemnification. The Borrowers hereby agree to indemnify and
hold harmless each Lender, each LC Issuer and the Administrative Agent, and
their respective directors, officers, agents and employees from and against any
and all claims and damages, losses, liabilities, costs or expenses which such
Lender, such LC Issuer or the Administrative Agent may incur (or which may be
claimed against such Lender, such LC Issuer or the Administrative Agent by any
Person whatsoever) by reason of or in connection with the issuance, execution
and delivery or transfer of or payment or failure to pay under any Facility LC
or any actual or proposed use of any Facility LC, including, without
limitation, any claims, damages, losses, liabilities, costs or expenses which
any LC Issuer may incur by reason of or in connection with (i) the failure of
any other Lender to fulfill or comply with its obligations to such LC Issuer
hereunder (but nothing herein contained shall affect any rights the Borrowers
may have against any defaulting Lender) or (ii) by reason of or on account of
such LC Issuer issuing any Facility LC which specifies that the term
"Beneficiary" included therein includes any successor by operation of law of
the named Beneficiary, but which Facility LC does not require that any drawing
by any such successor Beneficiary be accompanied by a copy of a legal document,
satisfactory to such LC Issuer, evidencing the appointment of such successor
Beneficiary; provided that the Borrowers shall not be required to indemnify any
Lender, any LC Issuer or the Administrative Agent for any claims, damages,
losses, liabilities, costs or expenses to the extent, but only to the extent,
caused by (x) the willful misconduct or gross negligence of the applicable LC
Issuer in determining whether a request presented under any Facility LC issued
by such LC Issuer complied with the terms of such Facility LC or (y) any LC
Issuer's failure to pay under any Facility LC issued by such LC Issuer after
the presentation to it of a request strictly complying with the terms and
conditions of such Facility LC. Nothing in this Section 2.21.9 is intended to
limit the obligations of the Borrowers under any other provision of this
Agreement.

         2.21.10. Lenders' Indemnification. Each Lender shall, ratably in
accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates
and their respective directors, officers, agents and employees (to the extent
not reimbursed by the Borrowers) against any cost, expense (including
reasonable counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from such indemnitees' gross negligence or
willful misconduct or the applicable LC Issuer's failure to pay under any
Facility LC issued by such LC Issuer after the presentation to it of a request
strictly complying with the terms and conditions of such Facility LC) that such
indemnitees may suffer or incur in connection with this Section 2.21 or any
action taken or omitted by such indemnitees hereunder.

         2.21.11. Facility LC Collateral Account.

         (i)      Each Borrower agrees that it will, as required by Section 8.1
and until the final expiration date of any Facility LC and thereafter as long
as any amount is payable to the LC Issuers or the Lenders in respect of any
Facility LC, maintain a special collateral account

                                      33
<PAGE>


pursuant to arrangements satisfactory to the Administrative Agent (the
"FACILITY LC COLLATERAL ACCOUNT") at the Administrative Agent's office at the
address specified pursuant to Article XIV, in the name of such Borrower but
under the sole dominion and control of the Administrative Agent, for the
benefit of the Lenders and in which such Borrower shall have no interest other
than as set forth in this Section 2.21.11. Each Borrower hereby pledges,
assigns and grants to the Administrative Agent, on behalf of and for the
ratable benefit of the Lenders and the LC Issuers, a security interest in all
of such Borrower's right, title and interest in and to all funds which may from
time to time be on deposit in the Facility LC Collateral Account to secure the
prompt and complete payment and performance of the Obligations. The
Administrative Agent will invest any funds on deposit from time to time in the
Facility LC Collateral Account in certificates of deposit of Bank One having a
maturity not exceeding 30 days. Nothing in this Section 2.21.11 shall either
obligate the Administrative Agent to require the Borrowers to deposit any funds
in the Facility LC Collateral Account or limit the right of the Administrative
Agent to release any funds held in the Facility LC Collateral Account in each
case other than as required by clause (iv) below.

         (ii)     If at any time while any Default is continuing, the
Administrative Agent determines that the Collateral Shortfall Amount at such
time is greater than zero, the Administrative Agent may make demand on the
Borrowers to pay, and the Borrowers will, forthwith upon such demand and
without any further notice or act, pay to the Administrative Agent the
Collateral Shortfall Amount, which funds shall be deposited in the Facility LC
Collateral Account.

         (iii)    The Administrative Agent may at any time or from time to time
after funds are deposited in the Facility LC Collateral Account, apply such
funds to the payment of the Obligations as shall from time to time have become
due and payable by any Borrower to the Lenders or the LC Issuers under the Loan
Documents.

         (iv)     If any Default is continuing, neither the Borrowers nor any
Person claiming on behalf of or through the Borrowers shall have any right to
withdraw any of the funds held in the Facility LC Collateral Account. After all
of the Obligations have been indefeasibly paid in full (other than contingent
indemnity obligations) and the Aggregate Commitment has been terminated, any
funds remaining in the Facility LC Collateral Account shall be returned by the
Administrative Agent to the Borrowers or paid to whomever may be legally
entitled thereto at such time.

         2.21.12. Rights as a Lender. In its capacity as a Lender, each LC
Issuer shall have the same rights and obligations as any other Lender.

         2.22.    Subsidiary Borrowers. The Company may at any time or from
time to time, add as a party to this Agreement any Wholly-Owned Subsidiary to
be a Subsidiary Borrower hereunder by the execution and delivery to the
Administrative Agent and the Lenders of (a) a duly completed Assumption Letter
by such Subsidiary, with the written consent of the Borrowers at the foot
thereof, (b) such guaranty and subordinated intercompany indebtedness documents
and, if applicable, security documents as may be reasonably required by the
Administrative Agent and such other opinions, agreements, documents,
certificates or other items as may be required by Section 4.3, such documents
with respect to any additional Subsidiaries to be

                                      34
<PAGE>


substantially similar in form and substance to the Loan Documents executed on
or about the date hereof by the Subsidiaries parties hereto as of the Closing
Date. No Foreign Subsidiary may be a Subsidiary Borrower. Upon such execution,
delivery and consent such Subsidiary shall for all purposes be a party hereto
as a Subsidiary Borrower as fully as if it had executed and delivered this
Agreement. So long as the principal of and interest on any Credit Extensions
made to any Subsidiary Borrower under this Agreement shall have been repaid or
paid in full, all Facility LCs issued for the account of such Subsidiary
Borrower have expired or been returned and terminated and all other Obligations
(other than contingent indemnity obligations) of such Subsidiary Borrower under
this Agreement shall have been fully performed, the Company may, by not less
than five (5) Business Days' prior notice to the Administrative Agent (which
shall promptly notify the Lenders thereof), terminate such Subsidiary
Borrower's status as a "Subsidiary Borrower" or "Borrower," and such Subsidiary
Borrower shall be released from any future liability (other than contingent
indemnity obligations) as a "Subsidiary Borrower" or "Borrower" hereunder or
under the other Loan Documents. The Administrative Agent shall give the Lenders
written of the addition of any Subsidiary Borrowers to this Agreement.

         2.23.    Increase of Commitments.

         (i)      At any time prior to the Facility Termination Date, the
Company may request that the Aggregate Commitment be increased; provided that,
without the prior written consent of all of the Lenders, (a) the Aggregate
Commitment shall at no time exceed $152,500,000 minus the aggregate amount of
all reductions in the Aggregate Commitment previously made pursuant to Section
2.6.3; (b) the Combined Commitment shall at no time exceed $255,000,000; and
(c) each such request shall be in a minimum amount of at least $25,000,000 and
increments of $5,000,000 in excess thereof. Such request shall be made in a
written notice given to the Administrative Agent and the Lenders by the Company
not less than twenty (20) Business Days prior to the proposed effective date of
such increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify the
amount of the proposed increase in the Aggregate Commitment and the proposed
effective date of such increase. In the event of such a Commitment Increase
Notice, each of the Lenders shall be given the opportunity to participate in
the requested increase ratably in proportions that their respective Commitments
bear to the Aggregate Commitment. No Lender shall have any obligation to
increase its Commitment pursuant to a Commitment Increase Notice. On or prior
to the date that is fifteen (15) Business Days after receipt of the Commitment
Increase Notice, each Lender shall submit to the Administrative Agent a notice
indicating the maximum amount by which it is willing to increase its Commitment
in connection with such Commitment Increase Notice (any such notice to the
Administrative Agent being herein a "LENDER INCREASE NOTICE"). Any Lender which
does not submit a Lender Increase Notice to the Administrative Agent prior to
the expiration of such fifteen (15) Business Day period shall be deemed to have
denied any increase in its Commitment. In the event that the increases of
Commitments set forth in the Lender Increase Notices exceed the amount
requested by the Company in the Commitment Increase Notice, the Administrative
Agent and the Arranger shall have the right, in consultation with the Company,
to allocate the amount of increases necessary to meet the Company's Commitment
Increase Notice. In the event that the Lender Increase Notices are less than
the amount requested by the Company, not later than three (3) Business Days
prior to the proposed effective date the Company may notify the Administrative
Agent of any financial institution that shall have agreed to become a "Lender"
party hereto (a "PROPOSED NEW LENDER") in connection with the Commitment
Increase Notice. Any Proposed New Lender

                                      35
<PAGE>


shall be consented to by the Administrative Agent (which consent shall not be
unreasonably withheld). If the Company shall not have arranged any Proposed New
Lender(s) to commit to the shortfall from the Lender Increase Notices, then the
Company shall be deemed to have reduced the amount of its Commitment Increase
Notice to the aggregate amount set forth in the Lender Increase Notices. Based
upon the Lender Increase Notices, any allocations made in connection therewith
and any notice regarding any Proposed New Lender, if applicable, the
Administrative Agent shall notify the Company and the Lenders on or before the
Business Day immediately prior to the proposed effective date of the amount of
each Lender's and Proposed New Lenders' Commitment (the "EFFECTIVE COMMITMENT
AMOUNT") and the amount of the Aggregate Commitment, which amounts shall be
effective on the following Business Day. Any increase in the Aggregate
Commitment shall be subject to the following conditions precedent: (A) the
Company shall have obtained the consent thereto of each Guarantor and its
reaffirmation of the Loan Document(s) executed by it, which consent and
reaffirmation shall be in writing and in form and substance reasonably
satisfactory to the Administrative Agent, (B) as of the date of the Commitment
Increase Notice and as of the proposed effective date of the increase in the
Aggregate Commitment all representations and warranties shall be true and
correct in all material respects as though made on such date and no event shall
have occurred and then be continuing which constitutes a Default or Unmatured
Default, (C) the Borrowers, the Administrative Agent and each Proposed New
Lender or Lender that shall have agreed to provide a "Commitment" in support of
such increase in the Aggregate Commitment shall have executed and delivered a
"Commitment and Acceptance" substantially in the form of Exhibit J hereto, (D)
counsel for the Borrowers and for the Guarantors shall have provided to the
Administrative Agent supplemental opinions in form and substance reasonably
satisfactory to the Administrative Agent and (E) the Borrowers and the Proposed
New Lender shall otherwise have executed and delivered such other instruments
and documents as may be required under Article IV or that the Administrative
Agent shall have reasonably requested in connection with such increase. If any
fee shall be charged by the Lenders in connection with any such increase, such
fee shall be in accordance with then prevailing market conditions, which market
conditions shall have been reasonably documented by the Administrative Agent to
the Company. Upon satisfaction of the conditions precedent to any increase in
the Aggregate Commitment, the Administrative Agent shall promptly advise the
Company and each Lender of the effective date of such increase. Upon the
effective date of any increase in the Aggregate Commitment that is supported by
a Proposed New Lender, such Proposed New Lender shall be a party to this
Agreement as a Lender and shall have the rights and obligations of a Lender
hereunder and thereunder. Nothing contained herein shall constitute, or
otherwise be deemed to be, a commitment on the part of any Lender to increase
its Commitment hereunder at any time.

         (ii)     For purposes of this clause (ii), (A) the term "Buying
Lender(s)" shall mean (1) each Lender the Effective Commitment Amount of which
is greater than its Commitment prior to the effective date of any increase in
the Aggregate Commitment, and (2) each Proposed New Lender that is allocated an
Effective Commitment Amount in connection with any Commitment Increase Notice
and (b) the term "Selling Lender(s)" shall mean each Lender whose Commitment is
not being increased from that in effect prior to such increase in the Aggregate
Commitment. Effective on the effective date of any increase in the Aggregate
Commitment pursuant to clause (i) above, each Selling Lender hereby sells,
grants, assigns and conveys to each Buying Lender, without recourse, warranty,
or representation of any kind, except as specifically provided herein, an
undivided percentage in such Selling Lender's right, title and

                                      36
<PAGE>


interest in and to its outstanding Loans in the respective dollar amounts and
percentages necessary so that, from and after such sale, each such Selling
Lender's outstanding Loans shall equal such Selling Lender's Pro Rata Share
(calculated based upon the Effective Commitment Amounts) of the outstanding
Loans. Effective on the effective date of the increase in the Aggregate
Commitment pursuant to clause (i) above, each Buying Lender hereby purchases
and accepts such grant, assignment and conveyance from the Selling Lenders.
Each Buying Lender hereby agrees that its respective purchase price for the
portion of the outstanding Loans purchased hereby shall equal the respective
dollar amount necessary so that, from and after such payments, each Buying
Lender's outstanding Loans shall equal such Buying Lender's Pro Rata Share
(calculated based upon the Effective Commitment Amounts) of the outstanding
Loans. Such amount shall be payable on the effective date of the increase in
the Aggregate Commitment by wire transfer of immediately available funds to the
Administrative Agent. The Administrative Agent, in turn, shall wire transfer
any such funds received to the Selling Lenders, in same day funds, for the sole
account of the Selling Lenders. Each Selling Lender hereby represents and
warrants to each Buying Lender that such Selling Lender owns the Loans being
sold and assigned hereby for its own account and has not sold, transferred or
encumbered any or all of its interest in such Loans, except for participations
which will be extinguished upon payment to Selling Lender of an amount equal to
the portion of the outstanding Loans being sold by such Selling Lender. Each
Buying Lender hereby acknowledges and agrees that, except for each Selling
Lender's representations and warranties contained in the foregoing sentence,
each such Buying Lender has entered into its Commitment and Acceptance with
respect to such increase on the basis of its own independent investigation and
has not relied upon, and will not rely upon, any explicit or implicit written
or oral representation, warranty or other statement of the Lenders or the
Administrative Agent concerning the authorization, execution, legality,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or the other Loan Documents. The Borrowers hereby agree to compensate
each Selling Lender for all losses, expenses and liabilities incurred by each
Lender in connection with the sale and assignment of any Loan hereunder on the
terms and in the manner as set forth in Section 3.4.

         2.24.    Interest. In no event shall the amount of interest, and all
charges, amounts or fees contracted for, charged or collected pursuant to this
Agreement, the Notes or the other Loan Documents and deemed to be interest
under applicable law (collectively, "INTEREST") exceed the highest rate of
interest allowed by applicable law (the "MAXIMUM RATE"), and in the event any
such payment is inadvertently received by the Administrative Agent or any
Lender then the excess sum (the "EXCESS") shall be credited as a payment of
principal, unless the relevant Borrower shall notify the Administrative Agent
in writing that it elects to have the Excess returned forthwith. It is the
express intent hereof that no Borrower pay, and the Administrative Agent and
the Lenders not receive, directly or indirectly in any manner whatsoever,
interest in excess of that which may legally be paid by such Borrower under
applicable law. The right to accelerate maturity of any of the Obligations does
not include the right to accelerate any interest that has not otherwise accrued
on the date of such acceleration, and the Administrative Agent and the Lenders
do not intend to collect any unearned interest in the event of any such
acceleration. All monies paid to the Administrative Agent or the Lenders
hereunder or under any of the Notes or the other Loan Documents, whether at
maturity or by prepayment, shall be subject to rebate of unearned interest as
and to the extent required by applicable law. By the execution of this
Agreement, each Borrower covenants, to the fullest extent permitted by law that
(i) the credit or return of any Excess shall constitute the acceptance by such
Borrower of such

                                      37
<PAGE>


Excess, and (ii) such Borrower shall not seek or pursue any other remedy, legal
or equitable, against the Administrative Agent or any Lender, based in whole or
in part upon contracting for charging or receiving any Interest in excess of
the Maximum Rate. For the purpose of determining whether or not any Excess has
been contracted for, charged or received by the Administrative Agent or any
Lender, all interest at any time contracted for, charged or received from such
Borrower in connection with this Agreement, the Notes or any of the other Loan
Documents shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread in equal parts throughout the full term of the
Commitments. Each Borrower, the Administrative Agent and each Lender shall, to
the maximum extent permitted under applicable law, (i) characterize any
non-principal payment as an expense, fee or premium rather than as Interest and
(ii) exclude voluntary prepayments and the effects thereof. The provisions of
this Section shall be deemed to be incorporated into each Note and each of the
other Loan Documents (whether or not any provision of this Section is referred
to therein). All such Loan Documents and communications relating to any
Interest owed by any Borrower and all figures set forth therein shall, for the
sole purpose of computing the extent of obligations hereunder and under the
Notes and the other Loan Documents be automatically recomputed by such
Borrower, and by any court considering the same, to give effect to the
adjustments or credits required by this Section.

                                  ARTICLE III

                            YIELD PROTECTION; TAXES

         3.1.     Yield Protection. If, on or after the Closing Date, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in any such law, rule, regulation, policy, guideline or directive or in
the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation or any LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

         (i)      subjects any Lender or any applicable Lending Installation or
                  any LC Issuer to any Taxes, or changes the basis of taxation
                  of payments (other than with respect to Excluded Taxes) to
                  any Lender or any LC Issuer in respect of its Eurodollar
                  Loans, Facility LCs or participations therein, or

         (ii)     imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation or any LC Issuer (other than
                  reserves and assessments taken into account in determining
                  the interest rate applicable to Eurodollar Advances), or

         (iii)    imposes any other condition the result of which is to
                  increase the cost to any Lender or any applicable Lending
                  Installation or any LC Issuer of making, funding or
                  maintaining its Eurodollar Loans or Commitment, or of issuing
                  or participating in Facility LCs, or reduces any amount
                  receivable by any Lender or any applicable Lending
                  Installation or any LC Issuer in connection with its
                  Eurodollar Loans or Commitment, Facility LCs or
                  participations therein, or requires any Lender or

                                      38
<PAGE>


                  any applicable Lending Installation or any LC Issuer to make
                  any payment calculated by reference to the amount of
                  Eurodollar Loans or Commitment, Facility LCs or participants
                  therein held or interest or LC Fees received by it, by an
                  amount deemed material by such Lender or such LC Issuer as
                  the case may be,

and the result of any of the foregoing is to increase the cost to such Lender
or applicable Lending Installation or such LC Issuer, as the case may be, of
making or maintaining its Eurodollar Loans or Commitment or of issuing or
participating in Facility LCs or to reduce the return received by such Lender
or applicable Lending Installation or such LC Issuer, as the case may be, in
connection with such Eurodollar Loans or Commitment, Facility LCs or
participations therein, then, within fifteen (15) days of demand by such
Lender, the Borrowers shall pay such Lender or LC Issuer such additional amount
or amounts as will compensate such Lender or such LC Issuer, as the case may
be, for such increased cost or reduction in amount received; provided, that the
Borrowers shall not be required to compensate a Lender or LC Issuer under this
Section for any increased costs or reductions incurred more than 90 days prior
to the date that such Lender or LC Issuer notifies the Company in writing of
such increased costs or reductions and of such Lender's or LC Issuer's
intention to claim compensation therefor; provided, further, that if such
adoption or such change giving rise to such increased costs or reduction is
retroactive such 90-day period shall be extended to include the period of
retroactive effect.

         3.2.     Changes in Capital Adequacy Regulations. If a Lender or any
LC Issuer determines the amount of capital required or expected to be
maintained by such Lender, such LC Issuer, any Lending Installation of such
Lender or such LC Issuer, or any corporation controlling such Lender or such LC
Issuer, is increased as a result of a Change, then, within fifteen (15) days of
demand by such Lender, or such LC Issuer, the Borrowers shall pay such Lender
or such LC Issuer the amount necessary to compensate for any shortfall in the
rate of return on the portion of such increased capital which such Lender or
such LC Issuer determines is attributable to this Agreement, its Outstanding
Credit Exposure or its Commitment to make Loans and issue or participate in
Facility LCs, as the case may be, hereunder (after taking into account such
Lender's or such LC Issuer's policies as to capital adequacy); provided, that
the Borrowers shall not be required to pay to such Lender or LC Issuer such
additional amounts under this Section for any amount incurred as a result of
such Change more than 90 days prior to the date that such Lender or LC Issuer
notifies the Company in writing of such Change and of such Lender's or LC
Issuer's intention to claim compensation therefor; provided, further, that if
such Change giving rise to such amounts is retroactive such 90-day period shall
be extended to include the period of retroactive effect. "CHANGE" means (i) any
change after the Closing Date in the Risk-Based Capital Guidelines or (ii) any
adoption of, change in, or change in the interpretation or administration of
any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of
law) after the Closing Date which affects the amount of capital required or
expected to be maintained by any Lender or any LC Issuer or any Lending
Installation or any corporation controlling any Lender or any LC Issuer.
"RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in
effect in the United States on the Closing Date, including transition rules,
and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing

                                      39
<PAGE>


the July 1988 report of the Basle Committee on Banking Regulation and
Supervisory Practices Entitled "International Convergence of Capital
Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the Closing Date.

         3.3.     Availability of Types of Advances. If (x) any Lender
determines that maintenance of its Eurodollar Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, or (y) the Required Lenders determine
that (i) deposits of a type and maturity appropriate to match fund Eurodollar
Advances are not available or (ii) the interest rate applicable to Eurodollar
Advances does not accurately reflect the cost of making or maintaining
Eurodollar Advances, or (iii) no reasonable basis exists for determining the
Eurodollar Base Rate, then the Administrative Agent shall suspend the
availability of Eurodollar Advances and require any affected Eurodollar
Advances to be immediately repaid or converted to Floating Rate Advances,
subject to the payment of any funding indemnification amounts required by
Section 3.4.

         3.4.     Funding Indemnification. If any payment of a Eurodollar
Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, or a
Eurodollar Advance is not made or continued, or a Floating Rate Advance is not
converted into a Eurodollar Advance, on the date specified by any Borrower for
any reason other than default by the Lenders, or a Eurodollar Advance is not
prepaid on the date specified by the applicable Borrower for any reason, the
Borrowers will indemnify each Lender for any loss or cost incurred by it
resulting therefrom, including, without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain such Eurodollar
Advance.

         3.5.     Taxes.

         (i)      All payments by the Borrowers to or for the account of any
Lender, any LC Issuer or Agent hereunder or under any Note or Facility LC
Application shall be made free and clear of and without deduction for any and
all Taxes. If any Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder to any Lender, any LC Issuer or Agent,
(a) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 3.5) such Lender, such LC Issuer or Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (b) such Borrower shall make such deductions, (c) such
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) such Borrower shall furnish to the
Administrative Agent the original copy of a receipt evidencing payment thereof
within thirty (30) days after such payment is made.

         (ii)     In addition, the Borrowers hereby agree to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or Facility LC Application or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note or Facility LC
Application ("OTHER TAXES").

         (iii)    The Borrowers hereby agree to indemnify the Agents, the LC
Issuers and each Lender for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or

                                      40
<PAGE>


Other Taxes imposed on amounts payable under this Section 3.5) paid by the
Agents, the LC Issuers or such Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto. Payments due
under this indemnification shall be made within thirty (30) days of the date
the Agents, the LC Issuers or such Lender makes demand therefor pursuant to
Section 3.6.

         (iv)     Each Lender that is not incorporated under the laws of the
United States of America or a state thereof (each a "NON-U.S. LENDER") agrees
that it will, not more than ten (10) Business Days after the date on which it
becomes a party to this Agreement, (i) deliver to each of the Company and the
Administrative Agent two (2) duly completed copies of United States Internal
Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such
Lender is entitled to receive payments under this Agreement without deduction
or withholding of any United States federal income taxes, and (ii) deliver to
each of the Company and the Administrative Agent a United States Internal
Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to
an exemption from United States backup withholding tax. Each Non-U.S. Lender
further undertakes to deliver to each of the Company and the Administrative
Agent (x) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after
the occurrence of any event requiring a change in the most recent forms so
delivered by it, such additional forms or amendments thereto as may be
reasonably requested by the Company or the Administrative Agent. All forms or
amendments described in the preceding sentence shall certify that such Lender
is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, unless an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Company and the Administrative Agent
in writing that it is not capable of receiving payments without any deduction
or withholding of United States federal income tax.

         (v)      For any period during which a Non-U.S. Lender has failed to
provide the Company with an appropriate form pursuant to clause (iv), above
(unless such failure is due to a change in treaty, law or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 3.5 with respect to Taxes imposed by the
United States, and each Borrower, if required by law to do so, shall be
permitted to withhold such Taxes and pay the same to the appropriate United
States taxing authority; provided that, should a Non-U.S. Lender which is
otherwise exempt from or subject to a reduced rate of withholding tax become
subject to Taxes because of its failure to deliver a form required under clause
(iv), above, the Borrowers shall take such steps as such Non-U.S. Lender shall
reasonably request to assist such Non-U.S. Lender to recover such Taxes.

         (vi)     Any Lender that is entitled to an exemption from or reduction
of withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Company (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed

                                      41
<PAGE>


documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate.

         (vii)    If the IRS or any other governmental authority of the United
States or any other country or any political subdivision thereof asserts a
claim that the Administrative Agent did not properly withhold tax from amounts
paid to or for the account of any Lender (because the appropriate form was not
delivered or properly completed, because such Lender failed to notify the
Administrative Agent of a change in circumstances which rendered its exemption
from withholding ineffective, or for any other reason), such Lender shall
indemnify the Administrative Agent fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax, withholding therefor, or
otherwise, including penalties and interest, and including taxes imposed by any
jurisdiction on amounts payable to the Administrative Agent under this
subsection, together with all costs and expenses related thereto (including
attorneys' fees and time charges of attorneys for the Administrative Agent,
which attorneys may be employees of the Administrative Agent). The obligations
of the Lenders under this Section 3.5(vii) shall survive the payment of the
Obligations and termination of this Agreement.

         (viii)   Within 60 days after receipt of the written request of the
Company, each Lender, LC Issuer and Agent shall execute and deliver such
certificates, forms or other documents, which in each such case can be
reasonably furnished by such Lender, LC Issuer or Agent consistent with the
facts and which are reasonably necessary to assist any Borrower in applying for
refunds of Taxes remitted by such Borrower hereunder.

         (ix)     Each Lender, LC Issuer and Agent shall also use commercially
reasonable efforts to avoid and minimize any amounts which might otherwise be
payable by any Borrower pursuant to this Section 3.5, except to the extent that
such Lender, LC Issuer or Agent, determines that such efforts would be
disadvantageous to such Lender, LC Issuer or Agent, as determined by such
Lender, LC Issuer or Agent and which determination, if made in good faith,
shall be binding and conclusive on all parties hereto.

         (x)      To the extent that the payment of any Lender's, LC Issuer's
or Agent's Taxes by any Borrower hereunder gives rise from time to time to a
Tax Benefit to such Lender, LC Issuer or Agent in any jurisdiction other than
the jurisdiction which imposed such Taxes, such Lender, LC Issuer or Agent
shall pay to such Borrower the amount of each such Tax Benefit so recognized or
received. The amount of each Tax Benefit and, therefore, payment to such
Borrower will be determined from time to time by the relevant Lender, LC Issuer
or Agent in its sole discretion, which determination shall be binding and
conclusive on all parties hereto. Each such payment will be due and payable by
such Lender, LC Issuer or Agent to such Borrower within a reasonable time after
the filing of the tax return in which such Tax Benefit is recognized or, in the
case of any tax refund, after the refund is received; provided, however, if at
any time thereafter such Lender, LC Issuer or Agent, is required to rescind
such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, the
relevant Borrower shall promptly, after notice thereof from such Lender, LC
Issuer or Agent, repay to such Lender, LC Issuer or Agent the amount of such
Tax Benefit previously paid to such Lender, LC Issuer or Agent and which has
been rescinded, disallowed or nullified. For purposes hereof, the term "TAX
BENEFIT" shall mean the amount by which any Lender's, LC Issuer's or Agent's
income tax liability for the taxable

                                      42
<PAGE>


period in question is reduced below what would have been payable had the
relevant Borrower not been required to pay such Lender's LC Issuer's or Agent's
Taxes hereunder.

         3.6.     Lender Statements; Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of
the Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Company (with a copy to the Administrative Agent) as to the amount due, if any,
under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such
amount and shall be final, conclusive and binding on the Borrowers in the
absence of manifest error. Determination of amounts payable under such Sections
in connection with a Eurodollar Loan shall be calculated as though each Lender
funded its Eurodollar Loan through the purchase of a deposit of the type,
currency and maturity corresponding to the deposit used as a reference in
determining the Eurodollar Rate applicable to such Loan, whether in fact that
is the case or not. Unless otherwise provided herein, the amount specified in
the written statement of any Lender shall be payable on demand after receipt by
the Company of such written statement. The obligations of the Borrowers under
Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and
termination of this Agreement. 3.7. Mitigation of Obligations. If any Lender
requests compensation under Section 3.2 or if any Borrower is required to pay
any additional amount to any Lender or any governmental authority for the
account of any Lender pursuant to Section 3.1, then such Lender shall use
commercially reasonable efforts to designate a different Lending Installation
for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the sole discretion of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable under Section 3.1 or Section 3.2, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrowers hereby agree to pay all costs and expenses incurred by
any Lender in connection with such designation or assignment.

                                  ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1.     Initial Credit Extension. The Lenders shall not be required
to make the initial Credit Extension hereunder unless (a) the representations
and warranties contained in Article V are true and correct in all material
respects as of such date and (b) the Company has furnished to the Agents with
sufficient copies for the Lenders:

         (i)      Copies of the articles or certificates of incorporation (or
                  similar Constitutive Documents) of the Company and each
                  Guarantor (each a "LOAN PARTY"), together with all amendments
                  thereto, and a certificate of good standing, each certified
                  by the appropriate governmental officer in its jurisdiction
                  of incorporation.

                                      43
<PAGE>

         (ii)     Copies, certified by the Secretary or Assistant Secretary of
                  each Loan Party of its by-laws (or similar Constitutive
                  Documents) and of its Board of Directors' resolutions and of
                  resolutions or actions of any other body authorizing the
                  execution of the Loan Documents to which it is a party.

         (iii)    An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of each Loan Party, which shall identify
                  by name and title and bear the signatures of the Authorized
                  Officers and any other officers of such Loan Party authorized
                  to sign the Loan Documents to which it is a party and, in the
                  case of the Borrowers, to request Loans hereunder, upon which
                  certificate the Agents and the Lenders shall be entitled to
                  rely until informed of any change in writing by the applicable
                  Loan Party.

         (iv)     An opening compliance certificate in substantially the form of
                  Exhibit B, signed by the chief financial officer or treasurer
                  of the Company, showing the calculations necessary to
                  determine compliance with this Agreement on the initial Credit
                  Extension Date and stating that on the initial Credit
                  Extension Date (a) no Default or Unmatured Default has
                  occurred and is continuing, (b) all of the representations and
                  warranties in Article V shall be true and correct in all
                  material respects as of such date and (c) no material adverse
                  change in the business, financial condition or operations of
                  the Company or any of its Subsidiaries has occurred since
                  November 30, 2001.

         (v)      A certificate in form and substance satisfactory to the
                  Administrative Agent stating that there exists no injunction
                  or temporary restraining order which would prohibit the making
                  of the initial Credit Extensions or any litigation seeking
                  such an injunction or restraining order.

         (vi)     A certificate of value, solvency and other appropriate factual
                  information in form and substance reasonably satisfactory to
                  the Administrative Agent and Arranger from the chief financial
                  officer of the Company (on behalf of the Company and the
                  Borrowers) in his or her representative capacity supporting
                  the conclusions that as of the initial funding date the
                  Company and its Subsidiaries on a consolidated basis are
                  Solvent and will be Solvent subsequent to incurring the
                  Indebtedness contemplated under the Transaction Documents,
                  will be able to pay its debts and liabilities as they become
                  due and will not be left with unreasonably small working
                  capital for general corporate purposes.

         (vii)    Written opinions of Kenyon W. Murphy, General Counsel of the
                  Borrowers and each Guarantor, and Kilpatrick Stockton LLP,
                  special counsel to the Borrowers and each Guarantor, in form
                  and substance satisfactory to the Agents and addressed to the
                  Lenders in substantially the form of Exhibit A-1 and Exhibit
                  A-2 respectively.

         (viii)   Any Notes requested by a Lender pursuant to Section 2.14
                  payable to the order of each such requesting Lender.


                                       44
<PAGE>

         (ix)     If the initial Credit Extension shall be the issuance of a
                  Facility LC, a properly completed Facility LC Application.

         (x)      Written money transfer instructions, in substantially the form
                  of Exhibit D, addressed to the Administrative Agent and signed
                  by an Authorized Officer, together with such other related
                  money transfer authorizations as the Administrative Agent may
                  have reasonably requested.

         (xi)     Evidence satisfactory to the Agents that the Existing Credit
                  Agreement shall have been or shall simultaneously on the
                  Closing Date be terminated (except for those provisions that
                  expressly survive the termination thereof) and all loans
                  outstanding and other amounts owed to the lenders or agents
                  thereunder shall have been, or shall simultaneously with the
                  initial Advance hereunder or the initial "Advance" under (and
                  as defined in) the 364-Day Credit Agreement be, paid in full.

         (xii)    Evidence satisfactory to the Agents that the 364-Day Credit
                  Agreement shall have been duly executed by all parties
                  thereto.

         (xiii)   Such other documents as any Lender or its counsel may have
                  reasonably requested including, without limitation, each
                  document identified on the List of Closing Documents attached
                  hereto as Exhibit F.

         4.2.     Each Credit Extension. The Lenders shall not (except as
otherwise set forth in Section 2.2.4 with respect to Revolving Loans for the
purpose of repaying Swing Line Loans) be required to make any Credit Extension
unless on the applicable Credit Extension Date:

         (i)      There exists no Default or Unmatured Default.

         (ii)     The representations and warranties contained in Article V are
                  true and correct in all material respects as of such Credit
                  Extension Date except to the extent any such representation or
                  warranty is stated to relate solely to an earlier date, in
                  which case such representation or warranty shall have been
                  true and correct in all material respects on and as of such
                  earlier date.

         Each Borrowing Notice or request for issuance of a Facility LC, or
Swing Line Borrowing Notice, as the case may be, with respect to each such
Credit Extension shall constitute a representation and warranty by the Borrowers
that the conditions contained in Section 4.2(i) and (ii) have been satisfied.
Any lender may require a duly completed compliance certificate in substantially
the form of Exhibit B as a condition to making a Credit Extension.

         4.3.     Initial Advance to Each New Subsidiary Borrower. The Lenders
shall not be required to make a Credit Extension hereunder to a new Subsidiary
Borrower added after the Closing Date unless the Company has furnished or caused
to be furnished to the Administrative Agent with sufficient copies for the
Lenders:

         (i)      The Assumption Letter executed and delivered by such
                  Subsidiary Borrower and containing the written consent of the
                  Borrowers, as contemplated by Section 2.22;


                                       45
<PAGE>

         (ii)     Copies, certified by the Secretary, Assistant Secretary,
                  Director or Authorized Officer of the Subsidiary Borrower, of
                  its Board of Directors' resolutions (and/or resolutions of
                  other bodies, if any are deemed necessary by the
                  Administrative Agent) approving the Assumption Letter;

         (iii)    An incumbency certificate, executed by the Secretary,
                  Assistant Secretary, Director or Authorized Officer of the
                  Subsidiary Borrower, which shall identify by name and title
                  and bear the signature of the officers of such Subsidiary
                  Borrower authorized to sign the Assumption Letter and the
                  other documents to be executed and delivered by such
                  Subsidiary Borrower hereunder, upon which certificate the
                  Administrative Agent and the Lenders shall be entitled to rely
                  until informed of any change in writing by the Company;

         (iv)     An opinion of counsel to such Subsidiary Borrower,
                  substantially in the form of Exhibit E hereto;

         (v)      Guaranty documentation from such Subsidiary Borrower in form
                  and substance acceptable to the Administrative Agent as
                  required pursuant to Section 6.10;

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants as follows to each Lender and the
Agents as of each of (i) the Closing Date, giving effect to the consummation of
the transactions contemplated by the Transaction Documents on the Closing Date,
(ii) the date of the initial Credit Extension hereunder (if different from the
Closing Date) and (iii) each date as required by Section 4.2:

         5.1.     Existence and Standing. The Company and each of its
Subsidiaries is a corporation, partnership or limited liability company duly and
properly incorporated or organized, as the case may be, validly existing and (to
the extent such concept applies to such entity) in good standing under the laws
of its jurisdiction of incorporation or organization and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted, except to the extent that the failure to have such standing or
authority could not reasonably be expected to have a Material Adverse Effect.

         5.2.     Authorization and Validity. The Company and each of its
Subsidiaries (to the extent applicable) has the power and authority and legal
right to execute and deliver the Transaction Documents to which it is a party
and to perform its obligations thereunder, and to file the Transaction Documents
which have been filed by it as required by this Agreement. The execution and
delivery by the Company and any such Subsidiary of the Transaction Documents to
which it is a party and the performance of its obligations thereunder have been
duly authorized by proper proceedings, and the Transaction Documents to which
such entity is a party constitute legal, valid and binding obligations of such
entity enforceable against such entity in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally or by general equitable
principles.


                                       46
<PAGE>

         5.3.     No Conflict; Government Consent. Neither the execution and
delivery by the Company or any of its Subsidiaries of the Transaction Documents,
nor compliance with the provisions thereof will violate (i) any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on the
Company or any of its Subsidiaries or (ii) the Company's or any Subsidiary's
articles or certificate of incorporation, partnership agreement, certificate of
partnership, articles or certificate of organization, by-laws, or operating
agreement or other management agreement, as the case may be, or (iii) the
provisions of any indenture, instrument or agreement to which the Company or any
of its Subsidiaries is a party or is subject, or by which it, or its Property,
is bound, or conflict with, or constitute a default under, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of the
Company or a Subsidiary pursuant to the terms of, any such indenture, instrument
or agreement. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Company or any of its
Subsidiaries, is required to be obtained by the Company or any of its
Subsidiaries in connection with the execution and delivery of the Transaction
Documents, the borrowings under this Agreement, the payment and performance by
any Borrower of the Obligations or the legality, validity, binding effect or
enforceability of any of the Transaction Documents.

         5.4.     Financial Statements. The November 30, 2001 unaudited combined
financial statements of the Company and its Subsidiaries heretofore delivered to
the Arranger and the Lenders were prepared in accordance with generally accepted
accounting principles in effect on the date such statements were prepared
(except for the absence of footnotes and subject to year-end audit adjustments)
and fairly present in all material respects, the combined financial condition
and operations of the Company and its Subsidiaries at such date and the combined
results of their operations and cash flows for the three-month period then
ended.

         5.5.     Material Adverse Change. Since November 30, 2001, and except
as disclosed on Schedule 5.5, there has been no change in the business,
property, financial condition or operations of the Company and its Subsidiaries
taken as a whole, which could reasonably be expected to have a Material Adverse
Effect.

         5.6.     Taxes. The Company and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Company or any of its Subsidiaries, except (i) such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
or (ii) where the failure to file such return or pay such taxes could not
reasonably be expected to have a Material Adverse Effect. No tax liens have been
filed and no claims are being asserted with respect to any such taxes. The
charges, accruals and reserves on the books of the Company and its Subsidiaries
in respect of any taxes or other governmental charges are adequate.

         5.7.     Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Company or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Credit Extensions or otherwise question the validity of any Transaction


                                       47
<PAGE>

Document. Other than any liability which could not reasonably be expected to
have a Material Adverse Effect, neither the Company nor any of its Subsidiaries
have any contingent obligations not provided for or disclosed in the financial
statements referred to in Section 5.4.

         5.8.     Subsidiaries. Schedule 5.8 (as supplemented from time to time
by the Company promptly after the formation or acquisition of any new Subsidiary
as permitted under this Agreement) contains an accurate list of all Subsidiaries
of the Company as of the Closing Date, setting forth their respective
jurisdictions of organization and the percentage of their respective capital
stock or other ownership interests owned by the Company or other Subsidiaries.
All of the issued and outstanding shares of capital stock or other ownership
interests of such Subsidiaries have been (to the extent such concepts are
relevant with respect to such ownership interests) duly authorized and issued
and are fully paid and non-assessable.

         5.9.     Accuracy of Information. No information, schedule, exhibit or
report furnished by the Company or any of its Subsidiaries to the Arranger, any
Agent or Lender (including, without limitation, the Company's Confidential
Information Memorandum dated March 2002) in connection with the negotiation of,
or compliance with, the Loan Documents contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to make the
statements contained therein not misleading.

         5.10.    Regulation U. Neither the Company nor any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose, whether immediate, incidental or ultimate
of buying or carrying margin stock (within the meaning of Regulations U or X);
and after applying the proceeds of each Advance, margin stock (as defined in
Regulation U) constitutes less than twenty-five (25%) of the value of those
assets of the Company and its Subsidiaries which are subject to any limitation
on sale or pledge, or any other restriction hereunder.

         5.11.    Material Agreements. Neither the Company nor any Subsidiary is
a party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any agreement or instrument to which it is a party,
which default could reasonably be expected to have a Material Adverse Effect.

         5.12.    Compliance With Laws. The Company and its Subsidiaries have
complied in all material respects with all applicable statutes, rules,
regulations, orders and restrictions of any domestic or foreign government or
any instrumentality or agency thereof having jurisdiction over the conduct of
their respective businesses or the ownership of their respective Property.

         5.13.    Ownership of Properties. On the Closing Date, the Company and
its Subsidiaries will have good title, free of all Liens other than Permitted
Liens, to all of the Property and assets reflected in the Company's most recent
consolidated financial statements provided to the Arranger and the Lenders as
owned by the Company and its Subsidiaries, other than Property and assets
disposed of in the ordinary course of business.


                                       48
<PAGE>

         5.14.    ERISA; Foreign Pension Matters. The sum of (a) the Unfunded
Liabilities of all Plans and (b) the present value of the aggregate unfunded
liabilities to provide the accrued benefits under all Foreign Pension Plans do
not in the aggregate exceed an amount equal to ten percent (10%) of the
Company's Consolidated Net Worth as reported on the most recent audited
financial statements delivered to the Lenders pursuant to Section 6.1(i) (or,
prior to the delivery of the first such audited financial statements under
Section 6.1(i), as reported on the Combined Balance Sheets). Each Plan and each
Foreign Pension Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan, neither the Company nor any other member of its Controlled
Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and
no steps have been taken to terminate any Plan, except to the extent that such
non-compliance, Reportable Event, withdrawal or termination could not reasonably
be expected to result in liability of the Company or any of its Subsidiaries
individually or in the aggregate in an amount greater than ten percent (10%) of
the Company's Consolidated Net Worth as reported on the most recent audited
financial statements delivered to the Lenders pursuant to Section 6.1(i) (or,
prior to the delivery of the first such audited financial statements under
Section 6.1(i), as reported on the Combined Balance Sheets).

         5.15.    Plan Assets; Prohibited Transactions. No Borrower is an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. ss. 2510.3-101 of
an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan (within the meaning of Section 4975 of the
Code), and neither the execution of this Agreement nor the making of Loans
hereunder gives rise to a prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Code, except to the extent that such event
or prohibited transaction could not reasonably be expected to result in
liability of the Company or any of its Subsidiaries individually or in the
aggregate in an amount greater than ten percent (10%) of the Company's
Consolidated Net Worth as reported on the most recent audited financial
statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the
delivery of the first such audited financial statements under Section 6.1(i), as
reported on the Combined Balance Sheets).

         5.16.    Environmental Matters.

         (a)      In the ordinary course of its business, the officers of the
Company consider the effect of Environmental Laws on the business of the Company
and its Subsidiaries, in the course of which they identify and evaluate
potential risks and liabilities accruing to the Company and its Subsidiaries due
to Environmental Laws. On the basis of this consideration, the Company has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Except as set forth on Schedule 5.16, neither the
Company nor any Subsidiary has received any notice to the effect that its
operations are not in compliance with any of the requirements of applicable
Environmental Laws or are the subject of any federal or state investigation
evaluating whether any remedial action is needed to respond to a release of any
toxic or hazardous waste or substance into the environment, which non-compliance
or remedial action could reasonably be expected to have a Material Adverse
Effect.

         (b)      The Company and each of its Subsidiaries have obtained all
necessary governmental permits, licenses and approvals which are material to the
operations conducted on


                                       49
<PAGE>

their respective properties, including without limitation, all required permits,
licenses and approvals for (i) the emission of air pollutants or contaminates,
(ii) the treatment or pretreatment and discharge of waste water or storm water,
(iii) the treatment, storage, disposal or generation of hazardous wastes, (iv)
the withdrawal and usage of ground water or surface water, and (v) the disposal
of solid wastes, except where a failure to obtain such permits, licenses and
approvals would not result in a Material Adverse Effect.

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

         5.18.    Public Utility Holding Company Act. Neither the Company nor
any Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         5.19.    Insurance. The Property of the Company and its Subsidiaries is
insured with financially sound and reputable insurance companies, in such
amounts, with such deductibles and covering such properties and risks as is
required under Section 6.6.

         5.20.    Solvency. After giving effect to (i) the Credit Extensions to
be made on the Closing Date or such other date as Credit Extensions requested
hereunder are made, (ii) the other transactions contemplated by this Agreement
and the other Transaction Documents, and (iii) the payment and accrual of all
transaction costs with respect to the foregoing, the Company and its
Subsidiaries taken as a whole are Solvent.

                                   ARTICLE VI

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1.     Reporting. The Company will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:

         (i)      Within ninety (90) days (or such later date as may be
                  permitted by the Securities and Exchange Commission) after the
                  close of each of its fiscal years, an audit report certified
                  by independent certified public accountants acceptable to the
                  Required lenders and with such certifications to be free of
                  exceptions and qualifications not acceptable to the Required
                  Lenders, prepared in accordance with Agreement Accounting
                  Principles on a consolidated basis for itself and its
                  Subsidiaries, including a balance sheet as of the end of such
                  period, related statements of income, shareholders' equity and
                  cash flows.

         (ii)     Within forty-five (45) days (or such later date as may be
                  permitted by the Securities and Exchange Commission) after the
                  close of the first three (3)


                                       50
<PAGE>

                  quarterly periods of each of its fiscal years, for itself and
                  its Subsidiaries, a consolidated unaudited balance sheet as at
                  the close of each such period and consolidated statements of
                  income and cash flows for the period from the beginning of
                  such fiscal year to the end of such quarter, all certified as
                  to fairness of presentation, compliance with Agreement
                  Accounting Principles and consistency by its chief financial
                  officer, chief accounting officer or treasurer.

         (iii)    Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit B signed by its chief financial officer, chief
                  accounting officer or treasurer showing the calculations
                  necessary to determine compliance with this Agreement and
                  stating that no Default or Unmatured Default exists, or if any
                  Default or Unmatured Default exists, stating the nature and
                  status thereof.

         (iv)     As soon as possible and in any event within ten (10) days
                  after the Company knows that any Reportable Event has occurred
                  with respect to any Plan, or any material unfunded liability
                  has arisen with respect to any Foreign Pension Plan, a
                  statement, signed by the chief financial officer or treasurer
                  of the Company, describing said Reportable Event or material
                  unfunded liability and the action which the Company proposes
                  to take with respect thereto, which, in any case, could
                  reasonably be expected to give rise to liability of more than
                  $1,000,000 on the part of the Company or any of its
                  Subsidiaries.

         (v)      As soon as possible and in any event within ten (10) days
                  after receipt by the Company, a copy of (a) any notice or
                  claim to the effect that the Company or any of its
                  Subsidiaries is or may be liable to any Person as a result of
                  the release by the Company, any of its Subsidiaries, or any
                  other Person of any toxic or hazardous waste or substance into
                  the environment, and (b) any notice alleging any violation of
                  any federal, state or local environmental, health or safety
                  law or regulation by the Company or any of its Subsidiaries,
                  which, in either case, could reasonably be expected to have a
                  Material Adverse Effect.

         (vi)     Promptly upon the furnishing thereof to the shareholders of
                  the Company, copies of all financial statements, reports and
                  proxy statements so furnished.

         (vii)    Promptly upon the filing thereof, copies of all registration
                  statements (other than exhibits thereto and any registration
                  statements on Form S-8 or its equivalent) or other regular
                  reports not otherwise provided pursuant to this Section 6.1
                  which the Company or any of its Subsidiaries files with the
                  Securities and Exchange Commission.

         (viii)   Upon the request of any Agent, prior to the execution thereof,
                  draft copies of the Receivables Purchase Documents and,
                  promptly after execution thereof, copies of such Receivables
                  Purchase Documents and all material amendments thereto.

         (ix)     Promptly upon any officer of the Company obtaining knowledge
                  of the institution of, or written threat of, any action, suit,
                  proceeding, governmental investigation or


                                       51
<PAGE>

                  arbitration against or affecting the Company or any of its
                  Subsidiaries or any property of the Company or any of its
                  Subsidiaries, which action, suit, proceeding, investigation or
                  arbitration exposes, or in the case of multiple actions,
                  suits, proceedings, investigations or arbitrations arising out
                  of the same general allegations or circumstances which expose,
                  in the Company's reasonable judgment, the Company or any of
                  its Subsidiaries to liability in an amount aggregating
                  $25,000,000 or more, give written notice thereof to the
                  Administrative Agent and the Lenders and provide such other
                  information as may be reasonably available to the Company
                  (without jeopardizing any attorney-client privilege by
                  disclosure thereof) to enable each Lender and the
                  Administrative Agent and its counsel to evaluate such matters.

         (x)      Such other information (including non-financial information)
                  as any Agent or Lender may from time to time reasonably
                  request (except such plans and forecasts which have not been
                  made available by the Company to its creditors).

         6.2.     Use of Proceeds. The Company will, and will cause each
Subsidiary to, use the proceeds of the Credit Extensions for general corporate
purposes, including for working capital, refinancing the Indebtedness under the
Existing Credit Agreement, commercial paper liquidity support and Permitted
Acquisitions, and to pay fees and expenses incurred in connection with this
Agreement. The Borrowers shall use the proceeds of Credit Extensions in
compliance with all applicable legal and regulatory requirements and any such
use shall not result in a violation of any such requirements, including, without
limitation, Regulations T, U and X, the Securities Act of 1933 and the
Securities Exchange Act of 1934 and the regulations promulgated thereunder.

         6.3.     Notice of Default. Within five (5) Business Days after an
Authorized Officer becomes aware thereof, the Company will, and will cause each
Subsidiary to, give notice in writing to the Lenders of the occurrence of any
Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4.     Conduct of Business. The Company will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as conducted by the
Company or its Subsidiaries as of the Closing Date, and, except as otherwise
permitted by Section 6.12, do all things necessary to remain duly incorporated
or organized, validly existing and (to the extent such concept applies to such
entity) in good standing as a corporation, partnership or limited liability
company in its jurisdiction of incorporation or organization, as the case may
be, and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted, except where the failure to
maintain such good standing or authority could not reasonably be expected to
have a Material Adverse Effect; provided that nothing in this Section shall
prevent the Company and its Subsidiaries from discontinuing any line of business
or liquidating, dissolving or disposing of any Subsidiary if (i) no Default or
Unmatured Default is in existence or would be caused thereby and (ii) the Board
of Directors of the Company determines in good faith that such termination,
liquidation, dissolution or disposition is in the best interest of the Company
and its Subsidiaries taken as a whole.


                                       52
<PAGE>

         6.5.     Taxes. The Company will, and will cause each Subsidiary to,
file on a timely basis complete and correct United States federal and material
foreign, state and local tax returns required by law and pay when due all
material taxes, assessments and governmental charges and levies upon it or its
income, profits or Property, except those which are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves
have been set aside in accordance with Agreement Accounting Principles.

         6.6.     Insurance. The Company will, and will cause each Subsidiary
to, maintain with financially sound and reputable insurance companies insurance
on their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Company will furnish to any Lender upon request
full information as to the insurance carried.

         6.7.     Compliance with Laws; Maintenance of Plans. The Company will,
and will cause each Subsidiary to, (i) comply with all laws, rules, regulations,
orders, writs, judgments, injunctions, decrees or awards to which it may be
subject including, without limitation, all Environmental Laws, and (ii)
establish, maintain and operate all Plans to comply in all material respects
with the provisions of ERISA and the Code, and the regulations and
interpretations thereunder, where in the case of either (i) or (ii) above the
failure to so comply could reasonably be expected to have a Material Adverse
Effect.

         6.8.     Maintenance of Properties. The Company will, and will cause
each Subsidiary to, do all things necessary to maintain, preserve, protect and
keep its Property material to the conduct of its business in good repair,
working order and condition, and make all necessary and proper repairs, renewals
and replacements so that its business carried on in connection therewith may be
properly conducted at all times.

         6.9.     Inspection; Keeping of Books and Records.

         (i)      The Company will, and will cause each Subsidiary to, permit
the Agents and the Lenders, by their respective representatives and agents, to
inspect any of the Property, books and financial records of the Company and each
Subsidiary, to examine and make copies of the books of accounts and other
financial records of the Company and each Subsidiary, and to discuss the
affairs, finances and accounts of the Company and each Subsidiary with, and to
be advised as to the same by, their respective officers at such reasonable times
and intervals as any Agent or Lender may designate. If a Default has occurred
and is continuing, the Company, upon the Administrative Agent's request, shall
turn over copies of any such records to the Administrative Agent or its
representatives. Unless a Default has occurred and is then continuing, each
Lender shall give the Company not less than three (3) Business Days' prior
written notice of its intent to conduct such visit or inspection. To the extent
that any Lender, in the course of such visit or inspection, obtains possession
of any proprietary information pertaining to the Company or any Subsidiary, such
Lender shall handle such information in accordance with the requirements of
Section 10.11.

         (ii)     The Company shall keep and maintain, and cause each of its
Subsidiaries to keep and maintain, in all material respects, proper books of
record and account in which entries in conformity with Agreement Accounting
Principles shall be made of all dealings and transactions


                                       53
<PAGE>

in relation to their respective businesses and activities (except that any
Foreign Subsidiary may comply with local accounting principles).

         6.10.    Addition of Guarantors. As promptly as possible but in any
event within thirty (30) days after any Domestic Subsidiary (other than any SPV)
becomes a Material Subsidiary of the Company, the Company shall cause each such
Material Subsidiary to deliver to the Administrative Agent a duly executed
supplement to the Guaranty pursuant to which such Material Subsidiary agrees to
be bound by the terms and provisions of the Guaranty; provided, that if at any
time (i) the aggregate amount of the book value of assets of all Domestic
Subsidiaries that are not Guarantors exceeds ten percent (10%) of the aggregate
book value of the Consolidated Total Assets of the Company and its Subsidiaries,
or (ii) the Consolidated Net Worth of all of all Domestic Subsidiaries that are
not Guarantors exceeds ten percent (10%) of the Consolidated Net Worth of the
Company and its Subsidiaries, or (iii) the assets of all Domestic Subsidiaries
that are not Guarantors contributed more than ten percent (10%) of the Company's
Consolidated Net Income, in each case as reported in the most recent annual
audited financial statements delivered to the Lenders pursuant to Section 6.1(i)
(or, prior to the delivery of the first of such annual audited financial
statements, as reported in the Combined Balance Sheets), the Company shall cause
additional Domestic Subsidiaries (other than any SPV) to become parties to the
Guaranty as Guarantors thereunder to eliminate such excess.

         6.11.    Subsidiary Indebtedness. The Company will not permit any
Subsidiary to create, incur or suffer to exist any Indebtedness, except:

         (i)      The obligation arising under the Transaction Documents.

         (ii)     Indebtedness existing on the Closing Date and described on
                  Schedule 6.11, and Permitted Refinancing Indebtedness in
                  respect thereof.

         (iii)    Indebtedness owed (a) to the Company or any Guarantor by any
                  Guarantor, (b) to any Subsidiary that is not a Guarantor by
                  any other Subsidiary that is not a Guarantor, and (c) to the
                  Company or any Guarantor by any Subsidiary that is not a
                  Guarantor in an aggregate amount under this clause (c) not to
                  exceed ten percent (10%) of the Company's Consolidated Net
                  Worth as reported on the most recent audited financial
                  statements delivered to the Lenders pursuant to Section 6.1(i)
                  (or, prior to the delivery of the first such audited financial
                  statements under Section 6.1(i), as reported on the Combined
                  Balance Sheets).

         (iv)     Receivables Facility Attributed Indebtedness in an aggregate
                  amount not to exceed $200,000,000.

         (v)      Indebtedness in an aggregate amount not to exceed $50,000,000
                  incurred or assumed for the purpose of financing or
                  refinancing all or any part of the cost of acquiring or
                  constructing any specific fixed asset of such Subsidiary
                  (including without limitation Capital Leases); provided, that
                  such Indebtedness (a) is incurred (1) at a time when no
                  Default or Unmatured Default has occurred and is continuing or
                  would result from such incurrence and (2) within eighteen (18)
                  months after the acquisition or construction of such fixed
                  asset, and (b) does not exceed 100% of the


                                       54
<PAGE>

                  total cost of such acquisition or construction (plus interest,
                  fees and closing costs related thereto).

         (vi)     Indebtedness consisting of "Obligations" and guarantee
                  obligations with respect to the "Obligations" under (and as
                  defined in) the 364-Day Credit Agreement.

         (vii)    Additional Indebtedness (including, without limitation,
                  Indebtedness secured by Liens permitted under Section
                  6.13(xv)) in an aggregate amount not to exceed twenty-five
                  percent (25%) of Stockholders' Equity as of the end of the
                  Company's fiscal quarter most recently ended.

         6.12.    Consolidations and Mergers; Permitted Acquisitions.

         6.12.1.  Consolidations and Mergers. Each Borrower agrees that it will
not, nor will the Company permit any Subsidiary to, consolidate or merge with or
into any other Person, provided that if, after giving effect to any of the
following, no Default will be in existence: (i) any Subsidiary may merge or
consolidate with the Company if the Company is the corporation surviving such
merger, (ii) any Borrower may merge or consolidate with any other Borrower,
(iii) any Subsidiary which is a Guarantor may merge or consolidate with any
other Subsidiary which is a Guarantor, (iv) any Subsidiary which is not a
Borrower or Guarantor may merge or consolidate with any other Subsidiary which
is not a Borrower or Guarantor, (v) any Subsidiary which is not a Borrower or a
Guarantor may merge or consolidate with any other Subsidiary which is a Borrower
or a Guarantor, if the Borrower or Guarantor, as the case may be, is the
corporation surviving such merger, and (vi) any Borrower or Subsidiary may merge
or consolidate with any other Person if (a) such Person was organized under the
laws of the United States of America or one of its States, (b) either (1) such
Borrower or Subsidiary is the corporation surviving such merger or (2) such
Person becomes a Subsidiary as a result of such merger or consolidation and
expressly assumes in writing (in form and substance reasonably acceptable to the
Administrative Agent) all obligations of such Borrower or Subsidiary, as the
case may be, under the Loan Documents executed by such Borrower or Subsidiary,
provided, in any merger or consolidation involving a Domestic Subsidiary, the
survivor shall be a Domestic Subsidiary, and in any merger or consolidation
involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and
(c) immediately after giving effect to such merger, no Default shall have
occurred and be continuing.

         6.12.2.  Permitted Acquisitions. Each Borrower agrees that it will not,
nor will the Company permit any Subsidiary to, make any Acquisitions other than
Acquisitions meeting the following requirements or otherwise approved by the
Required Lenders (which approval shall not be unreasonably withheld or delayed)
(each such Acquisition constituting a "PERMITTED ACQUISITION"):

         (i)      as of the date of the consummation of such Acquisition, no
                  Default or Unmatured Default shall have occurred and be
                  continuing or would result from such Acquisition, and the
                  representation and warranty contained in Section 5.10 shall be
                  true both before and after giving effect to such Acquisition;


                                       55
<PAGE>

         (ii)     such Acquisition is consummated on a non-hostile basis
                  pursuant to a negotiated acquisition agreement approved by the
                  board of directors or other applicable governing body of the
                  seller or entity to be acquired, and no material challenge to
                  such Acquisition (excluding the exercise of appraisal rights)
                  shall be pending or threatened by any shareholder or director
                  of the seller or entity to be acquired;

         (iii)    the business to be acquired in such Acquisition is similar or
                  related to one or more of the lines of business in which the
                  Company and its Subsidiaries are engaged on the Closing Date;

         (iv)     as of the date of the consummation of such Acquisition, (x)
                  all material governmental and corporate approvals required in
                  connection therewith shall have been obtained and (y) the
                  Company shall be in compliance with Section 6.10;

         (v)      the Purchase Price for each such Acquisition (other than any
                  Acquisition otherwise approved by the Required Lenders)
                  together with the Purchase Price of all other Permitted
                  Acquisitions (other than any Permitted Acquisition otherwise
                  approved by the Required Lenders) shall not exceed an amount
                  equal to $50,000,000 during any period of twelve consecutive
                  months; and

         (vi)     with respect to each Permitted Acquisition with respect to
                  which the Purchase Price shall be greater than $25,000,000,
                  not less than ten (10) days prior to the consummation of such
                  Permitted Acquisition, the Company shall have delivered to the
                  Administrative Agent a pro forma consolidated balance sheet,
                  income statement and cash flow statement of the Company and
                  its Subsidiaries (the "ACQUISITION PRO FORMA"), based on the
                  Company's most recent financial statements delivered pursuant
                  to Section 6.1(i) and using historical financial statements
                  for the acquired entity provided by the seller(s) or which
                  shall be complete and shall fairly present, in all material
                  respects, the financial condition and results of operations
                  and cash flows of the Company and its Subsidiaries in
                  accordance with Agreement Accounting Principles, but taking
                  into account such Permitted Acquisition and the funding of all
                  Credit Extensions in connection therewith, and such
                  Acquisition Pro Forma shall reflect that, on a pro forma
                  basis, the Company would have been in compliance with the
                  financial covenants set forth in Section 6.18 for the four
                  fiscal quarter period reflected in the compliance certificate
                  most recently delivered to the Administrative Agent pursuant
                  to Section 6.1(iii) prior to the consummation of such
                  Permitted Acquisition (giving effect to such Permitted
                  Acquisition and all Credit Extensions funded in connection
                  therewith as if made on the first day of such period).

         6.13.    Liens. The Company will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Company or any of its Subsidiaries, except:

         (i)      Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and


                                       56
<PAGE>

                  for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books.

         (ii)     Liens imposed by law, such as landlords', wage earners',
                  carriers', warehousemen's and mechanics' liens and other
                  similar liens, arising in the ordinary course of business
                  which secure payment of obligations not more than sixty (60)
                  days past due or which are being contested in good faith by
                  appropriate proceedings and for which adequate reserves in
                  accordance with Agreement Accounting Principles shall have
                  been set aside on its books.

         (iii)    Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits, or similar
                  legislation or to secure the performance of tenders, statutory
                  obligations, surety or appeal bonds, bids, leases, government
                  contracts and other similar obligations (provided that such
                  Liens do not secure any Indebtedness).

         (iv)     Utility easements, building restrictions, zoning ordinances
                  and such other encumbrances or charges against real property
                  as are of a nature generally existing with respect to
                  properties of a similar character and which do not in any
                  material way affect the marketability of the same or interfere
                  with the use thereof in the business of the Company or its
                  Subsidiaries.

         (v)      Liens existing on the Closing Date and described on Schedule
                  6.13.

         (vi)     Liens, if any, securing (a) the Loans and other Obligations
                  hereunder and/or (b) the "Revolving Loans" and other
                  "Obligations" under (and as defined in) the 364-Day Credit
                  Agreement.

         (vii)    Liens arising under the Receivables Purchase Documents.

         (viii)   Liens existing on any specific fixed asset of any Subsidiary
                  of the Company at the time such Subsidiary becomes a
                  Subsidiary and not created in contemplation of such event.

         (ix)     Liens on any specific fixed asset securing Indebtedness
                  incurred or assumed for the purpose of financing or
                  refinancing all or any part of the cost of acquiring or
                  constructing such asset; provided that such Lien attaches to
                  such asset concurrently with or within eighteen (18) months
                  after the acquisition or completion or construction thereof.

         (x)      Liens existing on any specific fixed asset of any Subsidiary
                  of the Company at the time such Subsidiary is merged or
                  consolidated with or into the Company or any Subsidiary and
                  not created in contemplation of such event.

         (xi)     Liens existing on any specific fixed asset prior to the
                  acquisition thereof by the Company or any Subsidiary and not
                  created in contemplation thereof.


                                       57
<PAGE>

         (xii)    Liens arising out of the refinancing, extension, renewal or
                  refunding of any Indebtedness secured by any Lien permitted by
                  any of the foregoing clause (v) or clauses (vii) through (xi);
                  provided that (a) such Indebtedness is not secured by any
                  additional assets, and (b) the amount of such Indebtedness
                  secured by any such Lien is not increased.

         (xiii)   Inchoate Liens arising under ERISA to secure current service
                  pension liabilities as they are incurred under the provisions
                  of Plans from time to time in effect.

         (xiv)    Liens securing intercompany Indebtedness owing by (a) any
                  Guarantor to the Company or any other Guarantor and (b) any
                  Subsidiary that is not a Guarantor to the Company or any
                  Wholly-Owned Subsidiary of the Company.

         (xv)     Liens not otherwise permitted under this Section 6.13 securing
                  Indebtedness in an aggregate principal amount at any time
                  outstanding, together with the amount of Indebtedness
                  permitted under Section 6.11(vi) (but without duplication),
                  does not exceed twenty-five percent (25%) of Stockholders'
                  Equity as of the end of the Company's fiscal quarter most
                  recently ended.

         6.14.    Transactions with Affiliates. The Company will not, and will
not permit any Subsidiary to, enter into any transaction (including, without
limitation, the purchase or sale of any Property or service) with, or make any
payment or transfer to, any Affiliate (other than the Company or any Subsidiary
of the Company) except in the ordinary course of business and pursuant to the
reasonable requirements of the Company's or such Subsidiary's business and upon
fair and reasonable terms no less favorable to the Company or such Subsidiary
than the Company or such Subsidiary would obtain in a comparable arm's-length
transaction, other than Permitted Receivables Transfers.

         6.15.    Financial Contracts. The Company shall not and shall not
permit any of its consolidated Subsidiaries to enter into any Financial
Contract, other than Financial Contracts pursuant to which the Company or such
Subsidiary hedged its actual or anticipated interest rate, foreign currency or
commodity exposure existing or anticipated at the time thereof.

         6.16.    ERISA. Except to the extent that such act, or failure to act
would not result singly, or in the aggregate, after taking into account all
other such acts or failures to act, in a liability of the Company or any of its
Subsidiaries which could reasonably be expected to exceed ten percent (10%) of
the Company's Consolidated Net Worth as reported on the most recent audited
financial statements delivered to the Lenders pursuant to Section 6.1(i) (or,
prior to the delivery of the first such audited financial statements under
Section 6.1(i), as reported on the Combined Balance Sheets), the Company shall
not (i) engage, or permit any Controlled Group member to engage, in any
prohibited transaction described in Sections 406 of ERISA or 4975 of the Code
for which a statutory or class exemption is not available or a private exemption
has not been previously obtained from the DOL; (ii) permit to exist any
accumulated funding deficiency (as defined in Sections 302 of ERISA and 412 of
the Code); (iii) fail, or permit any member of its Controlled Group to fail, to
pay timely required contributions or annual installments due with respect to any
waived funding deficiency of any Plan; (iv) terminate, or permit any member of
its Controlled Group to terminate, any Plan which would result in any liability
of the Company or


                                       58
<PAGE>

any member of its Controlled Group under Title IV of ERISA; (v) fail to make any
contribution or payment to any Multiemployer Plan which the Company or any
member of its Controlled Group may be required to make under any agreement
relating to such Multiemployer Plan, or any law pertaining thereto; (vi) fail,
or permit any member of its Controlled Group to fail, to pay any required
installment or any other payment required under Section 412 of the Code on or
before the due date for such installment or other payment; (vii) amend, or
permit any member of its Controlled Group to amend, a Plan resulting in an
increase in current liability for the plan year such that the Company or any
member of its Controlled Group is required to provide security to such Plan
under Section 401(a)(29) of the Code.

         6.17.    Environmental Compliance. The Company will not become, or
permit any Subsidiary to become, subject to any liabilities or costs which could
reasonably be expected to have a Material Adverse Effect arising out of or
related to (i) the release or threatened release at any location of any
contaminant into the environment, or any remedial action in response thereto, or
(ii) any violation of any environmental, health or safety requirements of law
(including, without limitation, any Environmental Laws).

         6.18.    Financial Covenants.

         6.18.1.  Maximum Leverage Ratio. The Company shall not permit the ratio
(the "LEVERAGE RATIO") of (i) Indebtedness For Borrowed Money of the Company and
its consolidated Subsidiaries to (ii) EBITDA to be greater than (a) 3.50 to 1.00
as of February 28, 2002, (b) 3.80 to 1.00 as of May 31, 2002, (c) 3.60 to 1.00
as of August 31, 2002, (d) 3.50 as of each of November 30, 2002 and February 28,
2003, (e) 3.25 to 1.00 as of May 31, 2003, and (f) 3.00 to 1.00 as of the end of
each fiscal quarter thereafter. The Leverage Ratio shall be calculated as of the
last day of each fiscal quarter based upon (1) for Indebtedness For Borrowed
Money, as of the last day of each such fiscal quarter; and (2) for EBITDA, the
actual amount for the four-quarter period ending on such day, and shall be
calculated, with respect to Permitted Acquisitions, on a pro forma basis using
historical audited and reviewed unaudited financial statements obtained from the
seller(s) in such Permitted Acquisition, broken down by fiscal quarter in the
Company's reasonable judgement and satisfactory to the Administrative Agent and
as reported to the Administrative Agent. For purposes of determining compliance
with this covenant, the EBITDA of the Company and its consolidated Subsidiaries
for any period of four fiscal periods ending on or prior to November 1, 2002
shall be deemed to include the EBITDA attributable to NSI's lighting equipment
and chemicals businesses for the portion of such period that ends on November
30, 2001 (and such EBITDA shall be determined on a basis consistent with
Agreement Accounting Principles).

         6.18.2.  Minimum Interest Expense Coverage Ratio. The Company shall
maintain a ratio (the "INTEREST EXPENSE COVERAGE RATIO") of (i) EBIT to (ii)
Interest Expense for the applicable period of at least 2.50 to 1.00 as of the
end of each fiscal quarter ending on or after February 28, 2002. The Interest
Expense Coverage Ratio shall be calculated as of the last day of each fiscal
quarter for the actual amount of EBIT and Interest Expense for the four-quarter
period ending on such day, and shall be calculated, with respect to Permitted
Acquisitions, on a pro forma basis using historical audited and reviewed
unaudited financial statements obtained from the seller(s) in such Permitted
Acquisition, broken down by fiscal quarter in the Company's reasonable judgement
and satisfactory to the Administrative Agent. For purposes of determining


                                       59
<PAGE>

compliance with this covenant, the EBIT of the Company and its consolidated
Subsidiaries for any period of four fiscal periods ending on or prior to
November 1, 2002 shall be deemed to include the EBIT attributable to NSI's
lighting equipment and chemicals businesses for the portion of such period that
ends on November 30, 2001 (and such EBIT shall be determined on a basis
consistent with Agreement Accounting Principles).

                                  ARTICLE VII

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1.     Breach of Representations or Warranties. Any representation or
warranty made or deemed made by or on behalf of the Company or any of its
Subsidiaries to the Lenders or the Agents under or in connection with this
Agreement, any Credit Extension, or any certificate or information delivered in
connection with this Agreement or any other Loan Document shall be false in any
material respect on the date as of which made.

         7.2.     Failure to Make Payments When Due. Nonpayment of (i) principal
of any Loan when due, (ii) any Reimbursement Obligation within one (1) Business
Day after the same becomes due, or (iii) interest upon any Loan or any Facility
Fee, Utilization Fee, LC Fee or other Obligations under any of the Loan
Documents within five (5) Business Days after such interest, fee or other
Obligation becomes due.

         7.3.     Breach of Covenants. The breach by any Borrower of any of the
terms or provisions of Section 6.1(iii), Sections 6.2 through 6.4, (with respect
to the Company's or any of its Subsidiaries' existence), Section 6.9(i),
Sections 6.11 through 6.13 or Section 6.18.

         7.4.     Other Breaches. The breach by any Borrower (other than a
breach which constitutes a Default under another Section of this Article VII) of
any of the terms or provisions of this Agreement or any other Loan Document
which is not remedied within thirty (30) days after the earlier to occur of (i)
written notice thereof has been given to the Company by the Administrative Agent
at the request of any Lender or (ii) an Authorized Officer otherwise becomes
aware of any such breach; provided, however, that such cure period for such
breach (other than a breach of the terms or provisions of Section 6.10) shall be
extended for a period of time, not to exceed an additional thirty (30) days,
reasonably sufficient to permit such Borrower to cure such failure if such
failure cannot be cured within the initial 30-day period but reasonably could be
expected to be capable of cure within such additional thirty (30) days, such
Borrower has commenced efforts to cure such failure during the initial 30-day
period and such Borrower is diligently pursuing such cure.


                                       60
<PAGE>

         7.5.     Default as to Other Indebtedness.

         (i)      Failure of the Company or any of its Subsidiaries to pay when
due (whether at stated maturity, by acceleration or otherwise) (a) any
Indebtedness under the 364-Day Credit Agreement (after giving effect to any
applicable grace periods) or (b) any other Indebtedness which, individually or
in the aggregate exceeds $25,000,000 (or the equivalent in currencies other than
Dollars) (such Indebtedness under the 364-Day Credit Agreement and such other
Indebtedness being referred to as "MATERIAL INDEBTEDNESS"); or

         (ii)     Any Material Indebtedness of the Company or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or

         (iii)    The Company or any of its Material Subsidiaries shall fail to
pay, or shall admit in writing its inability to pay, its debts generally as they
become due; or

         (iv)     The default by the Company or any of its Subsidiaries in the
performance (beyond the applicable grace period with respect thereto, if any) of
any term, provision or condition contained in any agreement under which any such
Material Indebtedness was created or is governed, or any other event shall occur
or condition exist, the effect of which default or event is to cause, or to
permit the holder or holders of such Material Indebtedness to cause such
Material Indebtedness to become due prior to its stated maturity.

         7.6.     Voluntary Bankruptcy; Appointment of Receiver; Etc. The
Company or any of its Material Subsidiaries shall (i) have an order for relief
entered with respect to it under the Federal bankruptcy laws as now or hereafter
in effect, (ii) make an assignment for the benefit of creditors, (iii) apply
for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (iv) institute any proceeding seeking an
order for relief with respect to it under the Federal bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate or partnership action to authorize or
effect any of the foregoing actions set forth in this Section 7.6, or (vi) fail
to contest in good faith any appointment or proceeding described in Section 7.7.

         7.7.     Involuntary Bankruptcy; Appointment of Receiver; Etc. Without
the application, approval or consent of the Company or any of its Material
Subsidiaries, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Company or any of its Subsidiaries or any Substantial
Portion of its Property, or a proceeding described in Section 7.6(iv) shall be
instituted against the Company or any of its Material Subsidiaries and such
appointment continues undischarged or such proceeding continues undismissed or
unstayed for a period of sixty (60) consecutive days.

         7.8.     Judgments. The Company or any of its Subsidiaries shall fail
within thirty (30) days after the final entry thereof to pay, bond or otherwise
discharge one or more (i) judgments


                                       61
<PAGE>

or orders for the payment of money (except to the extent covered by independent
third-party insurance as to which the insurer has not disclaimed coverage) in
the aggregate in excess of ten percent (10%) of the Company's Consolidated Net
Worth as reported in the most recent annual audited financial statements
delivered to the Lenders pursuant to Section 6.1(i), or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith.

         7.9.     Unfunded Liabilities. The sum of (a) the Unfunded Liabilities
of all Plans and (b) the present value of the aggregate unfunded liabilities to
provide the accrued benefits under all Foreign Pension Plans exceeds in the
aggregate an amount equal to ten percent (10%) of the Company's Consolidated Net
Worth as reported on the most recent audited financial statements delivered to
the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first
such audited financial statements under Section 6.1(i), as reported on the
Combined Balance Sheets), or any Reportable Event shall occur in connection with
any Plan if the liability of the Company or any of its Subsidiaries resulting
from such Reportable Event exceeds in the aggregate an amount equal to ten
percent (10%) of the Company's Consolidated Net Worth as reported on the most
recent audited financial statements delivered to the Lenders pursuant to Section
6.1(i) (or, prior to the delivery of the first such audited financial statements
under Section 6.1(i), as reported on the Combined Balance Sheets).

         7.10.    Other ERISA Liabilities. The Company or any other member of
its Controlled Group has incurred withdrawal liability or become obligated to
make contributions to a Multiemployer Plan in an amount which, when aggregated
with all other amounts required to be paid to Multiemployer Plans by the Company
or any other member of its Controlled Group as withdrawal liability (determined
as of the date of such notification), exceeds ten percent (10%) of the Company's
Consolidated Net Worth as reported in the most recent annual audited financial
statements delivered to the Lenders pursuant to Section 6.1(i) or requires
payments per annum exceeding ten percent (10%) of the Company's Consolidated Net
Worth as reported in the most recent annual audited financial statements
delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery
to the Lenders of the first such financial statements, as reported on the
Combined Balance Sheets).

         7.11.    Environmental Matters. The Company or any of its Subsidiaries
shall (i) be the subject of any proceeding or investigation pertaining to the
release by the Company, any of its Subsidiaries or any other Person of any toxic
or hazardous waste or substance into the environment, or (ii) violate any
Environmental Law, which, in the case of an event described in clause (i) or
clause (ii), could reasonably be expected to have a Material Adverse Effect.

         7.12.    Change in Control. Any Change in Control shall occur.

         7.13.    Receivables Purchase Document Events. Other than at the
request of an Affiliate of the Company party thereto (as permitted thereunder),
an event shall occur which (i) permits the investors in a Receivables Purchase
Facility to require amortization or liquidation of the facility or (ii) results
in the termination of reinvestment or re-advancing of collections or proceeds of
Receivables and Related Security shall occur under the Receivables Purchase
Documents, and, in the case of an event described in clause (i) or clause (ii),
the Company or any


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<PAGE>

Subsidiary thereof (other than any SPV) has liability in excess of ten percent
(10%) of the Company's Consolidated Net Worth as reported on the most recent
audited financial statements delivered to the Lenders pursuant to Section 6.1(i)
(or, prior to the delivery of the first such audited financial statements under
Section 6.1(i), as reported on the Combined Balance Sheets).

         7.14.    Guarantor Revocation. Any guarantor of the Obligations shall
deny, disaffirm, terminate or revoke any of its obligations under the applicable
Guaranty (except in accordance with Section 11.15 hereof) or breach any of the
material terms of such Guaranty.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1.     Acceleration.

         (i)      If any Default described in Section 7.6 or 7.7 occurs with
respect to any Borrower, the obligations of the Lenders to make Loans hereunder
and the obligation and power of the LC Issuers to issue Facility LCs shall
automatically terminate and the Obligations shall immediately become due and
payable without any election or action on the part of the Administrative Agent,
any LC Issuer or any Lender, and the Borrowers will be and become thereby
unconditionally obligated, without any further notice, act or demand, to pay to
the Administrative Agent an amount in immediately available funds, which funds
shall be held in the Facility LC Collateral Account, equal to the Collateral
Shortfall Amount. If any other Default occurs, the Required Lenders (or the
Administrative Agent with the consent of the Required Lenders) may (a) terminate
or suspend the obligations of the Lenders to make Loans hereunder and the
obligation and power of the LC Issuers to issue Facility LCs, or declare the
Obligations to be due and payable, or both, whereupon the Obligations shall
become immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which the Borrowers hereby expressly waive, and (b)
upon notice to the Borrowers and in addition to the continuing right to demand
payment of all amounts payable under this Agreement, make demand on the
Borrowers to pay, and the Borrowers will, forthwith upon such demand and without
any further notice or act, pay to the Administrative Agent the Collateral
Shortfall Amount, which funds shall be deposited in the Facility LC Collateral
Account.

         (ii)     If, within thirty (30) days after acceleration of the maturity
of the Obligations or termination of the obligations of the Lenders to make
Loans and the obligation and power of the LC Issuers to issue Facility LCs
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall so direct, the
Administrative Agent shall, by notice to the Borrowers, rescind and annul such
acceleration and/or termination.

         8.2.     Amendments. Subject to the provisions of this Article VIII,
the Required Lenders (or the Administrative Agent with the consent in writing of
the Required Lenders) and the Borrowers may enter into agreements supplemental
hereto for the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or the Borrowers
hereunder or


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<PAGE>

thereunder or waiving any Default hereunder or thereunder; provided, however,
that no such supplemental agreement shall, without the consent of each Lender
affected thereby:

         (i)      Extend the final maturity of any Loan, or extend the expiry
                  date of any Facility LC to a date after the Facility
                  Termination Date or forgive all or any portion of the
                  principal amount thereof or any Reimbursement Obligation
                  related thereto, or reduce the rate or extend the time of
                  payment of interest or fees thereon or Reimbursement
                  Obligations related thereto (other than a waiver of the
                  application of the default rate of interest or LC Fees
                  pursuant to Section 2.12 hereof).

         (ii)     Change the percentage specified in the definition of Required
                  Lenders or any other percentage of Lenders specified to be the
                  applicable percentage in this Agreement to act on specified
                  matters or otherwise amend the definitions of "Required
                  Lenders" or "Pro Rata Share".

         (iii)    Extend the Facility Termination Date, or increase the amount
                  or otherwise extend the term of the Commitment of any Lender
                  hereunder or the commitment to issue Facility LCs.

         (iv)     Permit any Borrower to assign its rights or obligations under
                  this Agreement.

         (v)      Other than pursuant to a transaction permitted by the terms of
                  this Agreement, release any guarantor of the Obligations or
                  any substantial portion of the collateral, if any, securing
                  the Obligations.

         (vi)     Amend this Section 8.2.

No amendment of any provision of this Agreement relating to any Agent shall be
effective without the written consent of such Agent. No amendment of any
provision of this Agreement relating to any LC Issuer shall be effective without
the written consent of such LC Issuer. No amendment of any provision of this
Agreement relating to the Swing Line Lender or any Swing Line Loans shall be
effective without the written consent of the Swing Line Lender. The
Administrative Agent may waive payment of the fee required under Section 13.3.2
without obtaining the consent of any other party to this Agreement.

         8.3.     Preservation of Rights. No delay or omission of the Lenders,
the LC Issuers or Agents to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Credit Extension notwithstanding the
existence of a Default or Unmatured Default or the inability of the Borrowers to
satisfy the conditions precedent to such Credit Extension shall not constitute
any waiver or acquiescence. Any single or partial exercise of any such right
shall not preclude other or further exercise thereof or the exercise of any
other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by, or by the Administrative Agent with the consent of, the
requisite number of Lenders required pursuant to Section 8.2, and then only to
the extent in such writing specifically set forth. All remedies contained in the
Loan Documents or by law afforded shall be cumulative and all shall be available
to the Agents, the LC Issuers and the Lenders until all of the Obligations have
been paid in full.


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<PAGE>

                                   ARTICLE IX

                          JOINT AND SEVERAL OBLIGATIONS

         9.1.     Joint and Several Liability. Each Borrower agrees that it is
jointly and severally, directly and primarily liable to the Administrative
Agent, the Lenders and the LC Issuers for payment, performance and satisfaction
in full of the Obligations and that such liability is independent of the duties,
obligations, and liabilities of the other Borrowers. The Administrative Agent,
the Lenders and the LC Issuers may jointly bring a separate action or actions on
each, any, or all of the Obligations against any Borrower, whether action is
brought against the other Borrowers or whether the other Borrowers are joined in
such action. In the event that any Borrower fails to make any payment of any
Obligations on or before the due date thereof, the other Borrowers immediately
shall cause such payment to be made or each of such Obligations to be performed,
kept, observed, or fulfilled.

         9.2.     Primary Obligation; Waiver of Marshalling. This Agreement and
the Loan Documents to which Borrowers are a party are a primary and original
obligation of each Borrower, are not the creation of a surety relationship, and
are an absolute, unconditional, and continuing promise of payment and
performance which shall remain in full force and effect without respect to
future changes in conditions, including any change of law or any invalidity or
irregularity with respect to this Agreement or the Loan Documents to which
Borrowers are a party. Each Borrower agrees that its liability under this
Agreement and the Loan Documents to which it is a party shall be immediate and
shall not be contingent upon the exercise or enforcement by the Administrative
Agent, the Lenders and the LC Issuers of whatever remedies they may have against
the other Borrowers. Each Borrower consents and agrees that the Administrative
Agent, the Lenders and the LC Issuers shall be under no obligation to marshal
any assets of any Borrower against or in payment of any or all of the
Obligations.

         9.3.     Financial Condition of Borrowers. Each Borrower acknowledges
that it is presently informed as to the financial condition of the other
Borrowers and of all other circumstances which a diligent inquiry would reveal
and which bear upon the risk of nonpayment of the Obligations. Each Borrower
hereby covenants that it will continue to keep informed as to the financial
condition of the other Borrowers, the status of the other Borrowers and of all
circumstances which bear upon the risk of nonpayment. Absent a written request
from any Borrower to the Administrative Agent, the Lenders and the LC Issuers
for information, each Borrower hereby waives any and all rights it may have to
require the Administrative Agent, the Lenders and the LC Issuers to disclose to
such Borrower any information which the Administrative Agent, the Lenders and
the LC Issuers may now or hereafter acquire concerning the condition or
circumstances of the other Borrowers.

         9.4.     Continuing Liability. Subject to the provisions of Section
2.22, the liability of each Borrower under this Agreement and the Loan Documents
to which such Borrower is a party includes Obligations arising under successive
transactions continuing, compromising, extending, increasing, modifying,
releasing, or renewing the Obligations, changing the interest rate, payment
terms, or other terms and conditions thereof, or creating new or additional
Obligations after prior Obligations have been satisfied in whole or in part. To
the maximum extent permitted


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<PAGE>

by law, each Borrower hereby waives any right to revoke its liability under this
Agreement and Loan Documents as to future indebtedness.

         9.5.     Additional Waivers. Each Borrower absolutely, unconditionally,
knowingly, and expressly waives (a) notice of acceptance hereof; (b) notice of
any Loans or other financial accommodations made or extended under this
Agreement and the Loan Documents to which Borrowers are a party or the creation
or existence of any Obligations; (c) notice of the amount of the Obligations,
subject, however, to each Borrower's right to make inquiry of the Administrative
Agent, the Lenders and the LC Issuers to ascertain the amount of the Obligations
at any reasonable time; (d) notice of any adverse change in the financial
condition of the other Borrowers or of any other fact that might increase such
Borrower's risk hereunder; (e) notice of presentment for payment, demand,
protest, and notice thereof as to any instruments among the Loan Documents to
which Borrowers are a party; (f) notice of any Default or Unmatured Default; (g)
all other notices (except, in each case, if such notice is specifically required
to be given to any Borrower hereunder or under the Loan Documents to which
Borrowers are a party and demands to which such Borrower might otherwise be
entitled); (h) any right of subrogation such Borrower has or may have as against
the other Borrowers with respect to the Obligations; (i) any right to proceed
against the other Borrowers or any other Person, now or hereafter, for
contribution, indemnity, reimbursement, or any other suretyship rights and
claims, whether direct or indirect, liquidated or contingent, whether arising
under express or implied contract or by operation of law, which such Borrower
may now have or hereafter have as against the other Borrowers with respect to
the Obligations; and (j) any right to proceed or seek recourse against or with
respect to any property or asset of the other Borrowers.

         9.6.     Settlements or Releases. Each Borrower consents and agrees
that, without notice to or by such Borrower, and without affecting or impairing
the liability of such Borrower hereunder, the Administrative Agent, the Lenders
and the LC Issuers may, by action or inaction (i) compromise, settle, extend the
duration or the time for the payment of, or discharge the performance of, or may
refuse to or otherwise not enforce this Agreement and the Loan Documents, or any
part thereof, with respect to the other Borrowers or any Guarantor; (ii) release
the other Borrowers or any Guarantor or grant other indulgences to the other
Borrowers or any Guarantor in respect thereof; or (iii) release or substitute
any Guarantor, if any, of the Obligations, or enforce, exchange, release, or
waive any security, if any, for the Obligations or any other guaranty of the
Obligations, or any portion thereof.

         9.7.     No Election. The Administrative Agent, the Lenders and the LC
Issuers shall have the right to seek recourse against each Borrower to the
fullest extent provided for herein, and no election by the Administrative Agent,
the Lenders and the LC Issuers to proceed in one form of action or proceeding,
or against any party, or on any obligation, shall constitute a waiver of the
Administrative Agent's, any Lenders' or any LC Issuers' right to proceed in any
other form of action or proceeding or against other parties unless the
Administrative Agent, the Lenders and the LC Issuers have expressly waived such
right in writing.

         9.8.     Joint Loan Account. At the request of Borrowers to facilitate
and expedite the administration and accounting processes and procedures of the
Loans and the Facility LCs, the Administrative Agent, the Lenders and the LC
Issuers have agreed, in lieu of maintaining separate loan accounts on the
Administrative Agent's, the Lenders' and the LC Issuers' books in


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<PAGE>

the name of each of the Borrowers, that the Administrative Agent, the Lenders
and the LC Issuers may maintain a single loan account under the name of all of
the Borrowers (the "Joint Loan Account"). All Loans shall be charged to the
Joint Loan Account, together with all interest and other charges as permitted
under and pursuant to this Agreement. The Joint Loan Account shall be credited
with all repayments of Obligations received by the Administrative Agent, the
Lenders and the LC Issuers, on behalf of Borrowers, from any Borrower pursuant
to the terms of this Agreement.

         9.9.     Apportionment of Proceeds of Loans. Each Borrower expressly
agrees and acknowledges that the Administrative Agent, the Lenders and the LC
Issuers shall have no responsibility to inquire into the correctness of the
apportionment or allocation of or any disposition by any of Borrowers of (a) the
Loans, the Reimbursement Obligations or any other Obligation, or (b) any of the
expenses and other items charged to the Joint Loan Account pursuant to this
Agreement. The Loans, the Reimbursement Obligations and the other Obligations
and such expenses and other items shall be made for the collective, joint, and
several account of Borrowers and shall be charged to the Joint Loan Account.

         9.10.    The Administrative Agent, Lenders and LC Issuers Held
Harmless. Each Borrower agrees and acknowledges that the administration of this
Agreement on a combined basis, as set forth herein, is being done as an
accommodation to the Borrowers and at their request, and that the Administrative
Agent, the Lenders and the LC Issuers shall incur no liability to any Borrower
as a result thereof. To induce the Administrative Agent, the Lenders and the LC
Issuers to do so, and in consideration thereof, each Borrower hereby agrees to
indemnify and hold the Administrative Agent, the Lenders and the LC Issuers
harmless from and against any and all liability, expense, loss, damage, claim of
damage, or injury, made against the Administrative Agent, the Lenders and the LC
Issuers by Borrowers or by any other Person, arising from or incurred by reason
of such administration of the Agreement on a combined basis, except to the
extent such liability, expense, loss, damage, claim of damage, or injury solely
arises from the gross negligence or willful misconduct or breach of the
obligations under the Loan Documents of the Administrative Agent, the Lenders
and the LC Issuers, as applicable.

         9.11.    Borrowers' Integrated Operations. Each Borrower represents and
warrants to the Administrative Agent, the Lenders and the LC Issuers that the
collective administration of the Loans is being undertaken by the Administrative
Agent, the Lenders and the LC Issuers pursuant to this Agreement because
Borrowers are integrated in their operation and administration and require
financing on a basis permitting the availability of credit from time to time to
the Borrowers. Each Borrower will derive benefit, directly and indirectly, from
such collective administration and credit availability because the successful
operation of each Borrower is enhanced by the continued successful performance
of the integrated group.

                                   ARTICLE X

                               GENERAL PROVISIONS

         10.1.    Survival of Representations. All representations and
warranties of the Borrowers contained in this Agreement shall survive the making
of the Credit Extensions herein contemplated.


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<PAGE>

         10.2.    Governmental Regulation. Anything contained in this Agreement
to the contrary notwithstanding, neither any LC Issuer nor any Lender shall be
obligated to extend credit to the Borrowers in violation of any limitation or
prohibition provided by any applicable statute or regulation.

         10.3.    Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         10.4.    Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrowers, the Agents, the LC Issuers and
the Lenders and supersede all prior agreements and understandings among the
Borrowers, the Agents, the LC Issuers and the Lenders relating to the subject
matter thereof other than the fee letter described in Section 11.13.

         10.5.    Several Obligations; Benefits of this Agreement. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Agents are authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10, 10.11, and 10.13 to the extent specifically
set forth therein and shall have the right to enforce such provisions on its own
behalf and in its own name to the same extent as if it were a party to this
Agreement.

         10.6.    Expenses; Indemnification.

         (i)      The Borrowers shall reimburse the Administrative Agent and the
Arranger for any costs, internal charges and out-of-pocket expenses (including
reasonable attorneys' and paralegals' fees, time charges and expenses of
attorneys and paralegals for the Administrative Agent and Arranger, which
attorneys and paralegals may or may not be employees of the Administrative Agent
or the Arranger, and expenses of and fees for other advisors and professionals
engaged by the Administrative Agent or the Arranger) paid or incurred by the
Administrative Agent or the Arranger in connection with the investigation,
preparation, negotiation, documentation, execution, delivery, syndication,
distribution (including, without limitation, via the internet), review,
amendment, modification, administration and collection of the Loan Documents.
The Borrowers also agree to reimburse the Agents, the Arranger, the LC Issuers
and the Lenders for any reasonable costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' and paralegals' fees, time charges and
expenses of attorneys and paralegals for the Agents, the Arranger, the LC
Issuers and the Lenders, which attorneys and paralegals may be employees of the
Agents, the Arranger, the LC Issuers or the Lenders) paid or incurred by the
Agents, the Arranger, any LC Issuers or any Lender in connection with the
collection and enforcement of the Loan Documents. Notwithstanding anything
herein or in any other Loan Document to the contrary, any and all provisions in
this Agreement or in any other Loan Document that obligates the Company or any
of its Subsidiaries to pay the attorney's fees or expenses of another Person
shall be deemed to obligate the Company or such Subsidiary (as


                                       68
<PAGE>

the case may be) to pay the actual and reasonable attorney's fees and expenses
of such Person and such fees and expenses shall be calculated without giving
effect to any statutory presumptions as to the reasonableness or the amount
thereof that may apply under applicable law.

         (ii)     The Borrowers hereby further agree to indemnify the Agents,
the Arranger, the LC Issuers, each Lender, their respective affiliates, and each
of their directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all reasonable expenses of litigation or preparation therefor whether or not the
Agents, the Arranger, the LC Issuers, any Lender or any affiliate is a party
thereto, and all reasonable attorneys' and paralegals' fees, time charges and
expenses of attorneys and paralegals of the party seeking indemnification, which
attorneys and paralegals may or may not be employees of such party seeking
indemnification) which any of them may pay or incur arising out of or relating
to this Agreement, the other Transaction Documents, the Spin-Off Transactions or
any other transactions contemplated hereby or the direct or indirect application
or proposed application of the proceeds of any Credit Extension hereunder,
except to the extent that they are determined in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the party seeking indemnification or by
reason of such indemnified party's breach of its obligations under the Loan
Documents, or are the result of claims of any Lender against other Lenders or
against the Administrative Agent not attributable to the Company's or any of its
Subsidiary's actions and for which the Company and its Subsidiaries otherwise
have no liability. The obligations of the Borrowers under this Section 10.6
shall survive the termination of this Agreement.

         10.7.    Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent may furnish one to
each of the Lenders, to the extent that the Administrative Agent deems
necessary.

         10.8.    Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles. If any changes in generally accepted accounting principles are
hereafter required or permitted and are adopted by the Company or any of its
Subsidiaries with the agreement of its independent certified public accountants
and such changes result in a change in the method of calculation of any of the
financial covenants, tests, restrictions or standards herein or in the related
definitions or terms used therein ("Accounting Changes"), the parties hereto
agree, at the Company's request, to enter into negotiations, in good faith, in
order to amend such provisions in a credit neutral manner so as to reflect
equitably such changes with the desired result that the criteria for evaluating
the Company's and its Subsidiaries' financial condition shall be the same after
such changes as if such changes had not been made; provided, however, until such
provisions are amended in a manner reasonably mutually satisfactory to the
Company, the Administrative Agent and the Required Lenders, no Accounting Change
shall be given effect in such calculations and all financial statements and
reports required to be delivered hereunder shall be prepared in accordance with
Agreement Accounting Principles without taking into account such Accounting
Changes. In the event such amendment is entered into, all references in this
Agreement to Agreement Accounting Principles shall mean generally accepted
accounting principles as of the date of such amendment.


                                       69
<PAGE>

         10.9.    Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         10.10.   Nonliability of Lenders. The relationship between the
Borrowers on the one hand and the Lenders, the LC Issuers and the Agents on the
other hand shall be solely that of borrower and lender. None of the Agents, the
Arranger, the LC Issuers or any Lender shall have any fiduciary responsibilities
to the Borrowers. None of the Agents, the Arranger, the LC Issuers or any Lender
undertakes any responsibility to the Borrowers to review or inform the Borrowers
of any matter in connection with any phase of any Borrower's business or
operations. The Borrowers agree that none of the Agents, the Arranger, the LC
Issuers or any Lender shall have liability to the Borrowers (whether sounding in
tort, contract or otherwise) for losses suffered by the Borrowers in connection
with, arising out of, or in any way related to, the transactions contemplated
and the relationship established by the Loan Documents, or any act, omission or
event occurring in connection therewith, unless it is determined in a final,
non-appealable judgment by a court of competent jurisdiction that such losses
resulted from the gross negligence or willful misconduct or breach of the
obligations under the Loan Documents of the party from which recovery is sought.
None of the Agents, the Arranger, the LC Issuers or any Lender shall have any
liability with respect to, and the Borrowers hereby waive, releases and agrees
not to sue for, any special, indirect, consequential or punitive damages
suffered by the Borrowers in connection with, arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.

         10.11.   Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from any Borrower pursuant to this Agreement in
confidence, except for disclosure to the following Persons for the following
purposes (and under the terms of confidence that are substantially the same as
this Section in the case of any disclosure covered by clause (i), (ii), (vi) or
(vii) below): (i) to other Lenders and their respective Affiliates in connection
with the transactions contemplated by this Agreement, (ii) to legal counsel,
accountants, and other professional advisors to such Lender in connection with
the transactions contemplated by this Agreement or to a Transferee or
prospective Transferee in connection with the transactions contemplated by this
Agreement, (iii) to regulatory officials as required by applicable law as
determined by such Lender (which determination shall be conclusive and binding
on all parties hereto), (iv) to any Person as required by law, regulation, or
legal process as determined by such Lender (which determination shall be
conclusive and binding on all parties hereto), (v) to any Person to the extent
required in any legal proceeding to which such Lender is a party as determined
by such Lender (which determination shall be conclusive and binding on all
parties hereto), (vi) to such Lender's direct or indirect contractual
counterparties in swap agreements relating to the Loans or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 13.4.

         10.12.   Lenders Not Utilizing Plan Assets. None of the consideration
used by any of the Lenders, any LC Issuer or Designated Lenders to make its
Credit Extensions constitutes for any purpose of ERISA or Section 4975 of the
Code assets of any "plan" as defined in Section 3(3) of ERISA or Section 4975 of
the Code and the rights and interests of each of the Lenders, the LC


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<PAGE>

Issuers and Designated Lenders in and under the Loan Documents shall not
constitute such "plan assets" under ERISA.

         10.13.   Nonreliance. Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in Regulation U) as
collateral in the extension or maintenance of the credit provided for herein.

         10.14.   Disclosure. The Borrowers and each Lender hereby acknowledge
and agree that Bank One and/or its respective Affiliates and certain of the
other Lenders and/or their respective Affiliates from time to time may hold
investments in, make other loans to or have other relationships with the
Borrowers and its Affiliates.

         10.15.   Subordination of Intercompany Indebtedness. The Borrowers
agree that any and all claims of any Borrower against any Guarantor with respect
to any "Intercompany Indebtedness" (as hereinafter defined), any endorser,
obligor or any other guarantor of all or any part of the Obligations, or against
any of its properties shall be subordinate and subject in right of payment to
the prior payment, in full and in cash, of all Obligations; provided that, and
not in contravention of the foregoing, so long as no Default is continuing the
Borrowers may make loans to and receive payments in the ordinary course with
respect to such Intercompany Indebtedness to the extent otherwise permitted
under this Agreement. Notwithstanding any right of any Borrower to ask, demand,
sue for, take or receive any payment from any Guarantor, all rights, liens and
security interests of the Borrowers, whether now or hereafter arising and
howsoever existing, in any assets of any Guarantor (whether constituting part of
any collateral given to any Agent or any Lender to secure payment of all or any
part of the Obligations or otherwise) shall be and are subordinated to the
rights of the Agents, the LC Issuers and the Lenders in those assets. No
Borrower shall have any right to possession of any such asset or to foreclose
upon any such asset, whether by judicial action or otherwise, unless and until
all of the Obligations (other than contingent indemnity obligations) shall have
been fully paid and satisfied (in cash) and all financing arrangements pursuant
to all of the Loan Documents have been terminated. If all or any part of the
assets of any Guarantor, or the proceeds thereof, are subject to any
distribution, division or application to the creditors of any Guarantor, whether
partial or complete, voluntary or involuntary, and whether by reason of
liquidation, bankruptcy, arrangement, receivership, assignment for the benefit
of creditors or any other action or proceeding, or if the business of any
Guarantor is dissolved or if substantially all of the assets of any Guarantor
are sold (other than in an transaction permitted under this Agreement), then,
and in any such event (such events being herein referred to as an "INSOLVENCY
EVENT"), any payment or distribution of any kind or character, either in cash,
securities or other property, which shall be payable or deliverable upon or with
respect to any indebtedness of any Guarantor to any Borrower ("INTERCOMPANY
INDEBTEDNESS") shall be paid or delivered directly to the Administrative Agent
for application on any of the Obligations, due or to become due, until such
Obligations (other than contingent indemnity obligations) shall have first been
fully paid and satisfied (in cash). Should any payment, distribution, security
or instrument or proceeds thereof be received by any Borrower upon or with
respect to the Intercompany Indebtedness after any Insolvency Event and prior to
the satisfaction of all of the Obligations (other than contingent indemnity
obligations) and the termination of all financing arrangements pursuant to all
of the Loan Documents, such Borrower shall receive and hold the same in trust,
as trustee, for the benefit of the Agents, the LC Issuers and the Lenders and
shall forthwith deliver the same to the


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Administrative Agent, for the benefit of the Agents, the LC Issuers and the
Lenders, in precisely the form received (except for the endorsement or
assignment of such Borrower where necessary), for application to any of the
Obligations, due or not due, and, until so delivered, the same shall be held in
trust by such Borrower as the property of the Agents, the LC Issuers and the
Lenders. If any Borrower fails to make any such endorsement or assignment to the
Administrative Agent, the Administrative Agent or any of its officers or
employees is irrevocably authorized to make the same. Each Borrower agrees that
until the Obligations (other than the contingent indemnity obligations) have
been paid in full (in cash) and satisfied and all financing arrangements
pursuant to any Loan Document among the Borrowers and the Agents, the LC Issuers
and the Lenders have been terminated, no Borrower will assign or transfer to any
Person (other than the Administrative Agent or any other transferee that agrees
to be bound by the terms of this Agreement in writing (in form and substance
acceptable to the Administrative Agent)) any claim any Borrower has or may have
against any Guarantor.

                                   ARTICLE XI

                                   THE AGENTS

         11.1.    Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as the Administrative Agent hereunder and under
each other Loan Document, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. Wachovia Bank, N.A. is hereby appointed by each of the Lenders as the
Syndication Agent hereunder and under each other Loan Document, and each of the
Lenders irrevocably authorizes the Syndication Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. Each Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
XI. Notwithstanding the use of the defined term "ADMINISTRATIVE AGENT" or
"SYNDICATION AGENT", it is expressly understood and agreed that no Agent shall
have any fiduciary responsibilities to any Lender by reason of this Agreement or
any other Loan Document and that each Agent is merely acting as the contractual
representative of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Loan Documents. In their capacities as the
Lenders' contractual representative, the Agents (i) do not hereby assume any
fiduciary duties to any of the Lenders, (ii) are "representatives" of the
Lenders within the meaning of Section 9-102 of the Uniform Commercial Code and
(iii) are acting as independent contractors, the rights and duties of which are
limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders hereby agrees to assert no claim against any
Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Lender hereby waives.

         11.2.    Powers. Each Agent shall have and may exercise such powers
under the Loan Documents as are specifically delegated to such Agent by the
terms of each thereof, together with such powers as are reasonably incidental
thereto. The Agents shall have no implied duties or fiduciary duties to the
Lenders or any obligation to the Lenders to take any action thereunder, except
any action specifically provided by the Loan Documents to be taken by the
applicable Agents.


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<PAGE>

         11.3.    General Immunity. No Agent or any of its respective directors,
officers, agents or employees shall be liable to the Borrowers, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final, non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         11.4.    No Responsibility for Loans, Recitals, etc. No Agent or any of
its respective directors, officers, agents or employees shall be responsible for
or have any duty to ascertain, inquire into, or verify (a) any statement,
warranty or representation made in connection with any Loan Document or any
borrowing hereunder; (b) the performance or observance of any of the covenants
or agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agents or any of them;
(d) the existence or possible existence of any Default or Unmatured Default; (e)
the validity, enforceability, effectiveness, sufficiency or genuineness of any
Loan Document or any other instrument or writing furnished in connection
therewith; (f) the value, sufficiency, creation, perfection or priority of any
Lien in any collateral security; or (g) the financial condition of the Borrowers
or any guarantor of any of the Obligations or of any of the Company's or any
such guarantor's respective Subsidiaries. The Agents shall have no duty to
disclose to the Lenders information that is not required to be furnished by any
Borrower to any Agent at such time, but is voluntarily furnished by any Borrower
to such Agent (either in its capacity as an Agent or in its individual
capacity).

         11.5.    Action on Instructions of Lenders. Each Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under any other Loan Document in accordance with written instructions signed by
the Required Lenders (or all of the Lenders in the event that and to the extent
that this Agreement expressly requires such), and such instructions and any
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders. The Lenders hereby acknowledge that the Agents shall be under no duty
to take any discretionary action permitted to be taken by any of them pursuant
to the provisions of this Agreement or any other Loan Document unless they shall
be requested in writing to do so by the Required Lenders (or all of the Lenders
in the event that and to the extent that this Agreement expressly requires
such). Each Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

         11.6.    Employment of Agents and Counsel. Any Agent may execute any of
its respective duties as an Agent hereunder and under any other Loan Document by
or through employees, agents, and attorneys-in-fact and shall not be answerable
to the Lenders, except as to money or securities received by it or its
authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Each Agent shall be
entitled to advice of counsel concerning the contractual arrangement between
such Agent and the Lenders and all matters pertaining to such Agent's duties
hereunder and under any other Loan Document.


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<PAGE>

         11.7.    Reliance on Documents; Counsel. Each Agent shall be entitled
to rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by such Agent, which
counsel may be employees of such Agent.

         11.8.    Agents' Reimbursement and Indemnification. The Lenders agree
to reimburse and indemnify each Agent ratably in proportion to the Lenders' Pro
Rata Shares of Aggregate Commitment (or, after the Facility Termination Date, of
the Aggregate Outstanding Credit Exposure) (i) for any amounts not reimbursed by
the Borrowers for which such Agent is entitled to reimbursement by the Borrowers
under the Loan Documents, (ii) for any other expenses incurred by such Agent on
behalf of the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents (including, but not limited
to, for any expenses incurred by such Agent in connection with any dispute
between such Agent and any Lender or between two or more of the Lenders) and
(iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against such Agent
in any way relating to or arising out of the Loan Documents or any other
document delivered in connection therewith or the transactions contemplated
thereby (including, without limitation, for any such amounts incurred by or
asserted against such Agent in connection with any dispute between such Agent
and any Lender or between two or more of the Lenders), or the enforcement of any
of the terms of the Loan Documents or of any such other documents, provided that
(i) no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final, non-appealable judgment in a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
such Agent and (ii) any indemnification required pursuant to Section 3.5(vii)
shall, notwithstanding the provisions of this Section 11.8, be paid by the
relevant Lender in accordance with the provisions thereof. The obligations of
the Lenders under this Section 11.8 shall survive payment of the Obligations and
termination of this Agreement.

         11.9.    Notice of Default. No Agent shall be deemed to have knowledge
or notice of the occurrence of any Default or Unmatured Default hereunder unless
such Agent has received written notice from a Lender or the Borrowers referring
to this Agreement describing such Default or Unmatured Default and stating that
such notice is a "notice of default". In the event that any Agent receives such
a notice, such Agent shall give prompt notice thereof to the Lenders.

         11.10.   Rights as a Lender. In the event any Agent is a Lender, such
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Credit Extensions as any Lender
and may exercise the same as though it were not an Agent, and the term "Lender"
or "Lenders" shall, at any time when any Agent is a Lender, unless the context
otherwise indicates, include such Agent in its individual capacity. Each Agent
and its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Company or
any of its Subsidiaries in which the Company or such Subsidiary is not
restricted hereby from engaging with any other Person.


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<PAGE>

         11.11.   Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon any Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Company and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon any Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         11.12.   Successor Agents. Any Agent may resign at any time by giving
written notice thereof to the Lenders and the Company, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five (45) days after the retiring Agent gives notice
of its intention to resign. Any Agent may be removed at any time with or without
cause by written notice received by such Agent from the Required Lenders, such
removal to be effective on the date specified by the Required Lenders. Upon any
such resignation or removal, the Required Lenders shall have the right to
appoint, on behalf of the Borrowers and the Lenders, a successor Agent. If no
successor Agent shall have been so appointed by the Required Lenders within
thirty (30) days after the resigning Agent's giving notice of its intention to
resign, then the resigning Agent may appoint, on behalf of the Borrowers and the
Lenders, a successor Agent. Notwithstanding the previous sentence, any Agent may
at any time, without the consent of any Borrower or any Lender, appoint any of
its Affiliates which is a commercial bank as its successor Agent hereunder. If
an Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of such Agent hereunder and the Borrowers
shall make all payments in respect of the Obligations to the applicable Lender
if there is no Administrative Agent and for all other purposes shall deal
directly with the Lenders. No successor Agent shall be deemed to be appointed
hereunder until such successor Agent has accepted the appointment. Any such
successor Agent shall be a commercial bank having capital and retained earnings
of at least $100,000,000. Upon the acceptance of any appointment as an Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
resigning or removed Agent. Upon the effectiveness of the resignation or removal
of an Agent, the resigning or removed Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents. After the effectiveness
of the resignation or removal of an Agent, the provisions of this Article XI
shall continue in effect for the benefit of such Agent in respect of any actions
taken or omitted to be taken by it while it was acting as an Agent hereunder and
under the other Loan Documents. In the event that there is a successor to the
Administrative Agent by merger, or the Administrative Agent assigns its duties
and obligations to an Affiliate pursuant to this Section 11.12, then (a) the
term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate
or other analogous rate of the new Administrative Agent and (b) the references
to "Bank One" in the definitions of "Eurodollar Base Rate" and "Prime Rate" and
in the last sentence of Section 2.13 shall be deemed to be a reference to such
successor Administrative Agent in its individual capacity.

         11.13.   Agent and Arranger Fees. The Company agrees to pay to the
Administrative Agent and the Arranger, for their respective accounts, the fees
agreed to by NSI, the Administrative Agent and the Arranger pursuant to that
certain letter agreement dated on or about February 20, 2002 or as otherwise
agreed from time to time.


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         11.14.   Delegation to Affiliates. The Borrowers and the Lenders agree
that any Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the applicable Agent is entitled under Articles
IX and X.

         11.15.   Release of Guarantors. Upon the liquidation or dissolution of
any Guarantor, or the sale of all of the Capital Stock of any Guarantor owned by
the Company and its Subsidiaries, in each case which does not violate the terms
of any Loan Document or is consented to in writing by the Required Lenders or
all of the Lenders, as applicable, such Guarantor shall be automatically
released from all obligations under the Guaranty and any other Loan Documents to
which it is a party (other than contingent indemnity obligations), and upon at
least five (5) Business Days' prior written request by the Company, the
Administrative Agent shall (and is hereby irrevocably authorized by the Lenders
to) execute such documents as may be necessary to evidence the release of the
applicable Guarantor from its obligations under the Guaranty and such other Loan
Documents; provided, however, that (i) the Administrative Agent shall not be
required to execute any such document on terms which, in the Administrative
Agent's reasonable opinion, would expose the Administrative Agent to liability
or create any obligation or entail any consequence other than the release of
such Guarantor without recourse or warranty, and (ii) such release shall not in
any manner discharge, affect or impair the Obligations of the Borrowers, any
other Guarantor's obligations under the Guaranty, or, if applicable, any
obligations of the Company or any Subsidiary in respect of the proceeds of any
such sale retained by the Company or any Subsidiary.

                                  ARTICLE XII

                            SETOFF; RATABLE PAYMENTS

         12.1.    Setoff. In addition to, and without limitation of, any rights
of the Lenders under applicable law, if any Default occurs, any and all deposits
(including all account balances, whether provisional or final and whether or not
collected or available) and any other Indebtedness at any time held or owing by
any Lender or (to the extent permitted by applicable law) any Affiliate of any
Lender to or for the credit or account of any Borrower may be offset and applied
toward the payment of the Obligations owing to such Lender, whether or not the
Obligations, or any part thereof, shall then be due.

         12.2.    Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Outstanding Credit Exposure (other
than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater
proportion than that received by any other Lender, such Lender agrees, promptly
upon demand, to purchase a participation in the Aggregate Outstanding Credit
Exposure held by the other Lenders so that after such purchase each Lender will
hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any
Lender, whether in connection with setoff or amounts which might be subject to
setoff or otherwise, receives collateral or other protection for its Obligations
or such amounts which may be subject to setoff, such Lender agrees, promptly
upon demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Pro Rata
Shares of


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the Aggregate Outstanding Credit Exposure. In case any such payment is disturbed
by legal process, or otherwise, appropriate further adjustments shall be made.

                                  ARTICLE XIII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1.    Successors and Assigns; Designated Lenders.

         13.1.1.  Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers, the
Agents and the Lenders and their respective successors and assigns, except that
(i) no Borrower shall have the right to assign its rights or obligations under
the Loan Documents without the consent of all of the Lenders, and any such
assignment in violation of this Section 13.1.1 shall be null and void, and (ii)
any assignment by any Lender must be made in compliance with Section 13.3. The
parties to this Agreement acknowledge that clause (ii) of this Section 13.1.1
relates only to absolute assignments and does not prohibit assignments creating
security interests, including, without limitation, (x) any pledge or assignment
by any Lender of all or any portion of its rights under this Agreement and any
Note to a Federal Reserve Bank or (y) in the case of a Lender which is a fund,
any pledge or assignment of all or any portion of its rights under this
Agreement and any Note to its trustee in support of its obligations to its
trustee; provided, however, that no such pledge or assignment creating a
security interest shall release the transferor Lender from its obligations
hereunder unless and until the parties thereto have complied with the provisions
of Section 13.3. The Administrative Agent may treat the Person which made any
Loan or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with Section 13.3; provided, however, that the
Administrative Agent may in its discretion (but shall not be required to) follow
instructions from the Person which made any Loan or which holds any Note to
direct payments relating to such Loan or Note to another Person. Any assignee of
the rights to any Loan or any Note agrees by acceptance of such assignment to be
bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of the rights to any Loan (whether
or not a Note has been issued in evidence thereof), shall be conclusive and
binding on any subsequent holder or assignee of the rights to such Loan.

         13.1.2.  Designated Lenders.

         (i)      Subject to the terms and conditions set forth in this Section
13.1.2, any Lender may from time to time elect to designate an Eligible Designee
to provide all or any part of the Revolving Loans to be made by such Lender
pursuant to this Agreement; provided that the designation of an Eligible
Designee by any Lender for purposes of this Section 13.1.2 shall be subject to
the approval of the Administrative Agent (which consent shall not be
unreasonably withheld or delayed). Upon the execution by the parties to each
such designation of an agreement in the form of Exhibit G hereto (a "DESIGNATION
AGREEMENT") and the acceptance thereof by the Administrative Agent, the Eligible
Designee shall become a Designated Lender for purposes of this Agreement. The
Designating Lender shall thereafter have the right to permit the Designated
Lender to provide all or a portion of the Revolving Loans to be made by the


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Designating Lender pursuant to the terms of this Agreement and the making of the
Revolving Loans or portion thereof shall satisfy the obligations of the
Designating Lender to the same extent, and as if, such Revolving Loan was made
by the Designating Lender. As to any Revolving Loan made by it, each Designated
Lender shall have all the rights a Lender making such Revolving Loan would have
under this Agreement and otherwise; provided, (x) that all voting rights under
this Agreement shall be exercised solely by the Designating Lender, (y) each
Designating Lender shall remain solely responsible to the other parties hereto
for its obligations under this Agreement, including the obligations of a Lender
in respect of Revolving Loans made by its Designated Lender and (z) no
Designated Lender shall be entitled to reimbursement under Article III hereof
for any amount which would exceed the amount that would have been payable by any
Borrower to the Lender from which the Designated Lender obtained any interests
hereunder. No additional Notes shall be required with respect to Revolving Loans
provided by a Designated Lender; provided, however, to the extent any Designated
Lender shall advance funds, the Designating Lender shall be deemed to hold the
Notes in its possession as an agent for such Designated Lender to the extent of
the Revolving Loan funded by such Designated Lender. Such Designating Lender
shall act as administrative agent for its Designated Lender and give and receive
notices and communications hereunder. Any payments for the account of any
Designated Lender shall be paid to its Designating Lender as administrative
agent for such Designated Lender and neither the Borrowers nor the
Administrative Agent shall be responsible for any Designating Lender's
application of such payments. In addition, any Designated Lender may (1) with
notice to, but without the consent of the Borrowers or the Administrative Agent,
assign all or portions of its interests in any Revolving Loans to its
Designating Lender or to any financial institution consented to by the
Administrative Agent providing liquidity and/or credit facilities to or for the
account of such Designated Lender and (2) subject to advising any such Person
that such information is to be treated as confidential in accordance with such
Person's customary practices for dealing with confidential, non-public
information, disclose on a confidential basis any non-public information
relating to its Revolving Loans to any rating agency, commercial paper dealer or
provider of any guarantee, surety or credit or liquidity enhancement to such
Designated Lender.

         (ii)     Each party to this Agreement hereby agrees that it shall not
institute against, or join any other Person in instituting against, any
Designated Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law for one year and a day after the payment in full of
all outstanding senior indebtedness of any Designated Lender; provided that the
Designating Lender for each Designated Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage and expense
arising out of its inability to institute any such proceeding against such
Designated Lender. This Section 13.1.2 shall survive the termination of this
Agreement.

         13.2.    Participations.

         13.2.1.  Permitted Participants; Effect. Any Lender may, in the
ordinary course of its business and in accordance with applicable law, at any
time sell to one or more banks or other entities ("PARTICIPANTS") participating
interests in any Outstanding Credit Exposure of such Lender, any Note held by
such Lender, any Commitment of such Lender or any other interest of such Lender
under the Loan Documents. In the event of any such sale by a Lender of


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participating interests to a Participant, such Lender's obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the owner of its Outstanding Credit Exposure and the
holder of any Note issued to it in evidence thereof for all purposes under the
Loan Documents, all amounts payable by the Borrowers under this Agreement shall
be determined as if such Lender had not sold such participating interests, and
the Borrowers and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents.

         13.2.2.  Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Credit Extension or Commitment in
which such Participant has an interest if such amendment, modification or waiver
would otherwise require the consent of all the Lenders under Section 8.2.

         13.2.3.  Benefit of Setoff. The Borrowers agree that, to the maximum
extent permitted by applicable law, each Participant shall be deemed to have the
right of setoff provided in Section 12.1 in respect of its participating
interest in amounts owing under the Loan Documents to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
the Loan Documents, provided that each Lender shall retain the right of setoff
provided in Section 12.1 with respect to the amount of participating interests
sold to each Participant. The Lenders agree to share with each Participant, and
each Participant, by exercising the right of setoff provided in Section 12.1,
agrees to share with each Lender, any amount received pursuant to the exercise
of its right of setoff, such amounts to be shared in accordance with Section
12.2 as if each Participant were a Lender.

         13.3.    Assignments.

         13.3.1.  Permitted Assignments. Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time assign to one
or more banks or other entities ("PURCHASERS") all or any part of its rights and
obligations under the Loan Documents. Such assignment shall be evidenced by an
agreement substantially in the form of Exhibit C or in such other form as may be
agreed to by the parties thereto (each such agreement, an "ASSIGNMENT
AGREEMENT"). The consent of the Company, the LC Issuers and the Administrative
Agent shall be required prior to an Assignment Agreement becoming effective with
respect to a Purchaser which is not a Lender, an Affiliate thereof or a
Designated Lender, provided, however, that if a Default has occurred and is
continuing, the consent of the Company shall not be required. Such consent shall
not be unreasonably withheld or delayed. Each such assignment with respect to a
Purchaser which is not a Lender, an Affiliate thereof or a Designated Lender
shall (unless each of the Company and the Administrative Agent otherwise
consents) be in an amount not less than the lesser of (i) $5,000,000 and
integral multiples of $1,000,000 in excess thereof or (ii) the remaining amount
of the assigning Lender's Commitment (calculated as at the date of such
assignment), or, if the Facility Termination Date has occurred, the remaining
amount of the assigning Lender's Outstanding Credit Exposure.

         13.3.2.  Effect; Effective Date. Upon (i) delivery to the
Administrative Agent of an Assignment Agreement, together with any consents
required by Section 13.3.1, and (ii) payment


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of a $4,000 fee to the Administrative Agent for processing such assignment
(unless such fee is waived by the Administrative Agent or unless such assignment
is made to such assigning Lender's Affiliate), such assignment shall become
effective on the effective date specified in such assignment. The Assignment
Agreement shall contain a representation by the Purchaser to the effect that
none of the consideration used to make the purchase of the Commitment and
Outstanding Credit Exposure under the applicable Assignment Agreement
constitutes "plan assets" as defined under ERISA and that the rights and
interests of the Purchaser in and under the Loan Documents will not be "plan
assets" under ERISA. On and after the effective date of such assignment, such
Purchaser shall for all purposes be a Lender party to this Agreement and any
other Loan Document executed by or on behalf of the Lenders and shall have all
the rights and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto, and no further consent or action
by any Borrower, the Lenders or the Administrative Agent shall be required to
release the transferor Lender with respect to the percentage of the Aggregate
Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the
consummation of any assignment to a Purchaser pursuant to this Section 13.3.2,
the transferor Lender, the Administrative Agent and the Borrowers shall, if the
transferor Lender or the Purchaser desires that its Loans be evidenced by Notes,
make appropriate arrangements so that new Notes or, as appropriate, replacement
Notes are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal
amounts reflecting their respective Commitments (or, if the Facility Termination
Date has occurred, their respective Outstanding Credit Exposure), as adjusted
pursuant to such assignment.

         13.3.3.  The Register. Notwithstanding anything to the contrary in this
Agreement, the Borrowers hereby designate the Administrative Agent, and the
Administrative Agent, hereby accepts such designation, to serve as the
Borrowers' contractual representative solely for purposes of this Section
13.3.3. In this connection, the Administrative Agent shall maintain at its
address referred to in Section 14.1 a copy of each Assignment Agreement
delivered to and accepted by it pursuant to this Section 13.3.3 and a register
(the "REGISTER") for the recordation of the names and addresses of the Lenders
and the Commitment of, principal amount of and interest on the Revolving Loans
owing to, each Lender from time to time and whether such Lender is an original
Lender or the assignee of another Lender pursuant to an assignment under this
Section 13.3. The entries in the Register shall be conclusive and binding for
all purposes, absent manifest error, and the Company and each of its
Subsidiaries, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register as a Lender hereunder for all purposes of
this Agreement. The Register shall be available for inspection by the Borrowers
or any Lender at any reasonable time and from time to time upon reasonable prior
notice.

         13.4.    Dissemination of Information. The Borrowers authorize each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "TRANSFEREE") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries, including
without limitation any information contained in any reports or other information
delivered by any Borrower pursuant to Section 6.1; provided that each Transferee
and prospective Transferee agrees to be bound by Section 10.11 of this
Agreement.


                                       80
<PAGE>

         13.5.    Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).

                                   ARTICLE XIV

                                     NOTICES

         14.1.    Notices. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the initial Borrowers, the Agents or any Lender party hereto as
of the Closing Date, at its respective address or facsimile number set forth on
the signature pages hereof, (y) in the case of any Lender that becomes a party
hereto pursuant to Section 13.3, at its address or facsimile number set forth in
the applicable Assignment Agreement or, if none is provided therein, in its
administrative questionnaire or (z) in the case of any party, at such other
address or facsimile number as such party may hereafter specify for the purpose
by notice to the Administrative Agent and the Company in accordance with the
provisions of this Section 14.1. Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (ii) if given by United States mail, 72 hours after such
communication is deposited in such mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Section; provided that notices to the Administrative Agent under Article
II shall not be effective until received. For all purposes under this Agreement
and the other Loan Documents, (A) notice to the Administrative Agent from any
Borrower shall not be deemed to be effective until actually received by the
Administrative Agent, and (B) delivery of any notice to the Company shall be
deemed to have been delivered to the Borrowers.

         14.2.    Change of Address. The Borrowers, the Agents and any Lender
may each change the address for service of notice upon it by a notice in writing
to the other parties hereto.

                                   ARTICLE XV

                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the initial Borrowers,
the Agents, the LC Issuers and the Lenders and each party has notified the
Agents by facsimile transmission or telephone that it has taken such action.


                                       81
<PAGE>

                                  ARTICLE XVI

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

         16.1.    CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS
105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

         16.2.    CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENTS, ANY LC ISSUER OR ANY LENDER
TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE AGENTS, ANY LC
ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE AGENTS, ANY LC ISSUER OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
CHICAGO, ILLINOIS OR THE CITY IN WHICH THE PRINCIPAL OFFICE OF SUCH AGENT,
LENDER OR AFFILIATE, AS THE CASE MAY BE, IS LOCATED.

         16.3.    WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE BORROWERS, THE AGENTS, EACH LC ISSUER AND EACH LENDER HEREBY
WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

                            [Signature Pages Follow]


                                       82
<PAGE>
                                                                       EXHIBIT 2


         IN WITNESS WHEREOF, the initial Borrowers, the Lenders, the LC Issuers
and the Agents have executed this Agreement as of the date first above written.

                                       ACUITY BRANDS, INC., as a Borrower



                                       By: /s/ Vernon J. Nagel
                                           ------------------------------
                                       Name:  Vernon J. Nagel
                                       Title: Executive Vice President
                                              and Chief Financial Officer


                                       Acuity Brands, Inc.
                                       1420 Peachtree Street NE
                                       Atlanta, Georgia  30309-3002
                                       Attention: Mr. Dan Smith
                                       Phone: 404-853-1423
                                       Fax: 404-853-1430
                                       E-mail: dan.smith@acuitybrands.com

                                                with a copy to:

                                       Acuity Brands, Inc
                                       1420 Peachtree Street NE
                                       Atlanta, Georgia  30309-3002
                                       Attention: Mr. Ken Murphy
                                       Phone: 404-853-1415
                                       Fax: 404-853-1015
                                       E-mail: ken.murphy@acuitybrands.com
<PAGE>

                                       ACUITY LIGHTING GROUP, INC., as a
                                       Borrower



                                       By:  /s/ Vernon J. Nagel
                                            -----------------------------------
                                       Name:  Vernon J. Nagel
                                       Title: Executive Vice President and
                                              Chief Financial Officer


                                       Acuity Lighting Group, Inc.
                                       1420 Peachtree Street NE
                                       Atlanta, Georgia  30309-3002
                                       Attention: Mr. Dan Smith
                                       Phone: 404-853-1423
                                       Fax: 404-853-1430
                                       E-mail: dan.smith@acuitybrands.com

                                                with a copy to:

                                       Acuity Brands, Inc
                                       1420 Peachtree Street NE
                                       Atlanta, Georgia  30309-3002
                                       Attention: Mr. Ken Murphy
                                       Phone: 404-853-1415
                                       Fax: 404-853-1015
                                       E-mail: ken.murphy@acuitybrands.com
<PAGE>

                                       ACUITY SPECIALTY PRODUCTS GROUP,
                                       INC., as a Borrower



                                       By:  /s/ Vernon J. Nagel
                                            -----------------------------------
                                       Name:  Vernon J. Nagel
                                       Title: Executive Vice President and
                                              Chief Financial Officer


                                       Acuity Specialty Products Group, Inc.
                                       1420 Peachtree Street NE
                                       Atlanta, Georgia  30309-3002
                                       Attention: Mr. Dan Smith
                                       Phone: 404-853-1423
                                       Fax: 404-853-1430
                                       E-mail: dan.smith@acuitybrands.com

                                                with a copy to:

                                       Acuity Brands, Inc
                                       1420 Peachtree Street NE
                                       Atlanta, Georgia  30309-3002
                                       Attention: Mr. Ken Murphy
                                       Phone: 404-853-1415
                                       Fax: 404-853-1015
                                       E-mail: ken.murphy@acuitybrands.com
<PAGE>

                                       BANK ONE, NA (Main Office Chicago), as
                                       the Administrative Agent and as a Lender



                                       By:  /s/ Steven P. Sullivan
                                            -----------------------------------
                                       Name:  Steven P. Sullivan
                                       Title: Associate Director

                                       1 Bank One Plaza
                                       Chicago, IL  60670

                                       Attention: Tim J. King
                                       Phone: (312) 732-4973
                                       Fax: (312) 732-6894
                                       E-mail: tim_j_king@bankone.com
<PAGE>

                                       WACHOVIA BANK, N.A., as the Syndication
                                       Agent and as a Lender


                                       By:  /s/ Walter R. Gillikin
                                            -----------------------------------
                                       Name:  Walter R. Gillikin
                                       Title: Director

                                       191 Peachtree Street, N.E.
                                       28th Floor
                                       Atlanta, GA 30303

                                       Attention: Karin E. Reel
                                       Phone: (404) 332-5187
                                       Fax: (404) 332-4058
                                       E-mail: karin.reel@wachovia.com
<PAGE>


                                       ING CAPITAL LLC, as a Lender


                                       By:  /s/ John Lanier
                                            -----------------------------------
                                       Name:  John Lanier
                                       Title: Director

                                       Address:          ______________________
                                                         ______________________

                                       Attention:        ______________________
                                       Phone:            ______________________
                                       Fax:              ______________________
                                       E-mail:           ______________________
<PAGE>

                                       THE BANK OF NEW YORK, as a Lender

                                       By:   /s/ David C. Siegel
                                           ------------------------------
                                       Name:  David C. Siegel
                                       Title:  Vice President

                                       Address:      One Wall Street
                                                     22nd Floor
                                                     New York, NY 10286

                                       Attention:        David Siegel, VP
                                       Phone:            (212) 635-6899
                                       Fax:              (212) 635-6434
                                       E-mail:           dsiegel@bankofny.com
<PAGE>

                                  BANK OF AMERICA, N.A., as a Lender


                                  By: /s/ Richard C. Hardison
                                     ---------------------------------
                                  Name:   Richard C. Hardison
                                  Title:    Vice President

                                  Bank of America Corporate Center
                                  100 N. Tryon St., 17th Floor
                                  NCI-007-17-12
                                  Charlotte, NC 28255

                                  Attention:  Richard C. Hardison
                                  Phone:  (704) 386-1185
                                  Fax:  (704) 388-8268
                                  E-mail:  richard.c.hardison@bankofamerica.com
<PAGE>

                                  REGIONS BANK, as a Lender


                                  By:  /s/ Stephen H. Lee
                                       --------------------------
                                  Name:  Stephen H. Lee
                                  Title:  Senior Vice President

                                  Regions Bank
                                  6637 Roswell Road
                                  Atlanta, GA  30328

                                  Attention:  W. Brad Davis
                                  Phone:  (404) 255-8550 x237
                                  Fax:  (404) 257-2872
                                  E-mail:  bwdavis@regionsbank.com
<PAGE>

<TABLE>
<CAPTION>
                                                    PRICING SCHEDULE

===================== ================== ================== ================== ================== ==================
                       Level I Status     Level II Status   Level III Status    Level IV Status    Level V Status
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
<S>                   <C>                <C>                <C>                <C>                <C>
 Applicable
   Margin
(Eurodollar
   Rate)                    0.375%             0.475%             0.700%             0.925%             1.125%
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
 Applicable
   Margin
 (Floating
   Rate)                      0.0%               0.0%               0.0%               0.0%               0.0%
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
Applicable
Facility Fee
   Rate                     0.125%             0.150%             0.175%             0.200%             0.250%
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
Applicable
Utilization
 Fee Rate                   0.125%             0.125%             0.125%             0.125%             0.125%
===================== ================== ================== ================== ================== ==================
</TABLE>

         On any date that the Leverage Ratio shall equal or exceed the amount
set forth in the table below, the Applicable Margin and the Applicable Facility
Fee Rate set forth above shall be increased by an amount set forth opposite such
Leverage Ratio:

<TABLE>
<CAPTION>
        ================================ ============================== =============================
                 Leverage Ratio             Applicable Facility Fee      Applicable Margin Increase
                                                   Increase
        -------------------------------- ------------------------------ -----------------------------
        <S>                              <C>                            <C>
          Greater than or equal to 3.00
         to 1.00 and less than 3.25 to
                     1.00                            0.05%                         0.20%
        -------------------------------- ------------------------------ -----------------------------
         Greater than or equal to 3.25
                    to 1.00                          0.10%                         0.40%
        ================================ ============================== =============================
</TABLE>

The above described adjustments to the Applicable Margin and Applicable Facility
Fee Rate shall be determined in accordance with the foregoing table based on the
Company's Leverage Ratio as reflected in the then most recent Financials.
Adjustments, if any, to the Applicable Margin or Applicable Facility Fee Rate
shall be effective as of the fifth (5th) Business Day following the date the
Administrative Agent has received the applicable Financials. If the Company
fails to deliver the Financials to the Administrative Agent at the time required
pursuant to Section 6.1(i) or 6.1(ii), as applicable, then the adjustment to the
Applicable Margin and Applicable Facility Fee Rate shall be the highest
adjustment to the Applicable Margin and Applicable Facility Fee Rate set forth
in the foregoing table until the fifth (5th) Business Day following the date
such Financials are so delivered.
<PAGE>
         Notwithstanding anything herein to the contrary, from the Closing Date
to but not including the fifth (5th) Business Day following the date the
Administrative Agent has received the Financials for the period ending February
28, 2002, the Applicable Margin and Applicable Facility Fee Rate shall be
determined based upon a Leverage Ratio greater than or equal to 3.25 to 1.00.

For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:

         "FINANCIALS" means the annual or quarterly financial statements of the
Company delivered pursuant to Section 6.1(i) or 6.1(ii), respectively.

         "LEVEL I STATUS" exists at any date if, on such date, the Company's
Moody's Rating is A3 or better or the Company's S&P Rating is A- or better.

         "LEVEL II STATUS" exists at any date if, on such date, (i) the Company
has not qualified for Level I Status and (ii) the Company's Moody's Rating is
Baa1 or better or the Company's S&P Rating is BBB+ or better.

         "LEVEL III STATUS" exists at any date if, on such date, (i) the Company
has not qualified for Level I Status or Level II Status and (ii) the Company's
Moody's Rating is Baa2 or better or Company's S&P rating is BBB or better.

         "LEVEL IV STATUS" exists at any date if, on such date, (i) the Company
has not qualified for Level I Status, Level II Status or Level III Status and
(ii) the Company's Moody's Rating is Baa3 or better and the Company's S&P Rating
is BBB- or better.

         "LEVEL V STATUS" exists at any date if, on such date, the Company has
not qualified for Level I Status, Level II Status, Level III Status or Level IV
Status.

         "MOODY'S RATING" means, at any time, the rating issued by Moody's and
then in effect with respect to the Company's senior unsecured long-term debt
securities without third-party credit enhancement.

         "S&P Rating" means, at any time, the rating issued by S&P and then in
effect with respect to the Company's senior unsecured long-term debt securities
without third-party credit enhancement.

         "STATUS" means Level I Status, Level II Status, Level III Status, Level
IV Status or Level V Status.

         The Applicable Margin, Applicable Facility Fee Rate and the Applicable
Utilization Fee Rate shall be determined in accordance with the foregoing table
based on the Company's Status as determined from its then-current Moody's Rating
and S&P Rating. The credit rating in effect on any date for the purposes of this
Schedule is that in effect at the close of business on such date. If at any time
the Company has no Moody's Rating and no S&P Rating, Level V Status shall exist.

         In the event that a split occurs between the two ratings, then the
rating corresponding to the higher of the two ratings shall apply. However, if
the split is greater than one level, then the pricing shall be based upon the
rating one level below the higher of the two ratings.


                                       2
<PAGE>

                               COMMITMENT SCHEDULE

<TABLE>
<CAPTION>
LENDER                               COMMITMENT
------                               ----------
<S>                                  <C>
Bank One, NA                         $30,000,000

Wachovia Bank, N.A                   $27,500,000

Bank of America, N.A                 $12,500,000

The Bank of New York                 $12,500,000

ING Capital LLC                      $12,500,000

Regions Bank                         $ 7,500,000



AGGREGATE COMMITMENT                 $102,500,000.00
</TABLE>


                                       3
<PAGE>
                                   EXHIBIT A

                               FORMS OF OPINIONS

                                   [Attached]



<PAGE>



                                   EXHIBIT B

                             COMPLIANCE CERTIFICATE


To:      The Lenders parties to the
         Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
3-Year Revolving Credit Agreement dated as of April 8, 2002 (as amended,
modified, renewed or extended from time to time, the "Agreement") among Acuity
Brands, Inc., a Delaware corporation (the "Company"), the Subsidiary Borrowers
from time to time parties thereto, the lenders party thereto, and Bank One, NA
(Main Office -- Chicago), as Administrative Agent for the Lenders. Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate
have the meanings ascribed thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES IN HIS OR HER REPRESENTATIVE CAPACITY
ON BEHALF OF THE COMPANY THAT:

         1.       I am the duly elected ________________________ of the
Company;

         2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Company and its Subsidiaries during the accounting period
covered by the attached financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

         4. Schedule I attached hereto sets forth financial data and
computations evidencing the Company's compliance with certain covenants of the
Agreement, all of which data and computations are true, complete and correct.

         5. Schedule II attached hereto sets forth the various reports and
deliveries which are required at this time under the Agreement and the other
Loan Documents and the status of compliance.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Company has taken, is taking, or proposes to
take with respect to each such condition or event:


<PAGE>


         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this    day of     ,    .


                                    ACUITY BRANDS, INC.


                                      By:
                                       ----------------------------------------
                                     Name:
                                     Title:



                                       2
<PAGE>


                      SCHEDULE 1 TO COMPLIANCE CERTIFICATE

                     Compliance as of _________, ____ with
                        Provisions of      and of
                                 the Agreement

<TABLE>
<S>                                                                                                <C>
I.       FINANCIAL COVENANTS

A.       MAXIMUM leverage RATIO (Section 6.18.1)

         (1)      Indebtedness For Borrowed Money                                            =     $___________

         (2)      EBITDA

                  (a)      EBIT (Item B(1) below)                                                  $___________

                  (b)      Depreciation expense                                              +     $___________

                  (c)      Amortization expense                                              +     $___________

                  (d)      EBITDA                                                            =     $___________

         (3)      Leverage Ratio (Ratio of 1 to 2(d))                                              _____ to 1.00

         (4)      State whether the Leverage Ratio exceeded the ratio
                  permitted under Section 6.18.1                                                     Yes/No

B.       MINIMUM INTEREST EXPENSE COVERAGE RATIO (Section 6.18.2)

         (1)      EBIT:

                  (a)      Net Income                                                              $___________

                  (b)      Interest Expense+                                                       $___________

                  (c)      Taxes                                                             +     $___________

                  (d)      Other non-recurring non-cash charges                              +     $___________

                  (e)      Other non-recurring non-cash credits                              -     $___________

                  (f)      EBIT                                                              =     $___________

         (2)      Interest Expense                                                                 $___________

         (3)      Fixed Charge Coverage Ratio (Ratio of 1(f) to 2)                                 _____ to 1.00

         (4)      State whether the Fixed Charge Coverage Ratio was less than the
                  ratio permitted under Section 6.18.2                                               Yes/No
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                                <C>
II.      OTHER MISCELLANEOUS PROVISIONS

A.       SUBSIDIARY INDEBTEDNESS (Section 6.11)

         (1)      Aggregate principal amount of intercompany Indebtedness from the Company
                  or any Guarantor to any Subsidiary that is not a Guarantor                       $___________

         (2)      Aggregate principal amount of Receivables Facility Attributed Indebtedness       $___________
                  [Maximum:  $200,000,000]

         (3)      Aggregate principal amount of other Indebtedness incurred by the Company
                  and its Subsidiaries not otherwise permitted under Section 6.11
                  [Maximum:  25% of Stockholders' Equity]                                          $___________

B.       Guarantors (Sections 6.10)

         (1)      Attached hereto is a list of all Domestic Subsidiaries of the Company,
                  which list includes an indication of whether such Subsidiaries are parties
                  to the Guaranty.
</TABLE>


4
<PAGE>


                     SCHEDULE II TO COMPLIANCE CERTIFICATE

                      Reports and Deliveries Currently Due


<PAGE>


                                   EXHIBIT C

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment Agreement") between
____________________ (the "Assignor") and ____________________ (the "Assignee")
is dated as of __________, 20__. The parties hereto agree as follows:

         1.       PRELIMINARY STATEMENT. The Assignor is a party to a Credit
                  Agreement (which, as it may be amended, modified, renewed or
                  extended from time to time is herein called the "Credit
                  Agreement") described in Item 1 of Schedule 1 attached hereto
                  ("Schedule 1"). Capitalized terms used herein and not
                  otherwise defined herein shall have the meanings attributed
                  to them in the Credit Agreement.

         2.       ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and
                  assigns to the Assignee, and the Assignee hereby purchases
                  and assumes from the Assignor, an interest in and to the
                  Assignor's rights and obligations under the Credit Agreement
                  and the other Loan Documents, such that after giving effect
                  to such assignment the Assignee shall have purchased pursuant
                  to this Assignment Agreement the percentage interest
                  specified in Item 3 of Schedule 1 of all outstanding rights
                  and obligations under the Credit Agreement and the other Loan
                  Documents relating to the facilities listed in Item 3 of
                  Schedule 1. The Commitment (or Outstanding Credit Exposure,
                  if the applicable Commitment has been terminated) purchased
                  by the Assignee hereunder is set forth in Item 4 of Schedule
                  1.

         3.       EFFECTIVE DATE. The effective date of this Assignment
                  Agreement (the "Effective Date") shall be the later of the
                  date specified in Item 5 of Schedule 1 or two (2) Business
                  Days (or such shorter period agreed to by the Administrative
                  Agent) after this Assignment Agreement, together with any
                  consents required under the Credit Agreement, are delivered
                  to the Administrative Agent. In no event will the Effective
                  Date occur if the payments required to be made by the
                  Assignee to the Assignor on the Effective Date are not made
                  on the proposed Effective Date.

         4.       PAYMENT OBLIGATIONS. In consideration for the sale and
                  assignment of the Commitment and/or Outstanding Credit
                  Exposure hereunder, the Assignee shall pay the Assignor, on
                  the Effective Date, the amount agreed to by the Assignor and
                  the Assignee. On and after the Effective Date, the Assignee
                  shall be entitled to receive from the Administrative Agent
                  all payments of principal, interest and fees with respect to
                  the interest assigned hereby. The Assignee will promptly
                  remit to the Assignor any interest on Outstanding Credit
                  Exposure and fees received from the Administrative Agent
                  which relate to the portion of the Commitment or Outstanding
                  Credit Exposure assigned to the Assignee hereunder for
                  periods prior to the Effective Date and not previously paid
                  by the Assignee to the Assignor. In the event that either
                  party hereto receives any payment to which the other party
                  hereto is entitled under this Assignment Agreement, then the
                  party receiving such amount shall promptly remit it to the
                  other party hereto.


<PAGE>


         5.       RECORDATION FEE. The Assignor and Assignee each agree to pay
                  one-half of the recordation fee required to be paid to the
                  Administrative Agent in connection with this Assignment
                  Agreement unless otherwise specified in Item 6 of Schedule 1.

         6.       REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE
                  ASSIGNOR'S LIABILITY. The Assignor represents and warrants
                  that (i) it is the legal and beneficial owner of the interest
                  being assigned by it hereunder, (ii) such interest is free
                  and clear of any adverse claim created by the Assignor and
                  (iii) the execution and delivery of this Assignment Agreement
                  by the Assignor is duly authorized. It is understood and
                  agreed that the assignment and assumption hereunder are made
                  without recourse to the Assignor and that the Assignor makes
                  no other representation or warranty of any kind to the
                  Assignee. Neither the Assignor nor any of its officers,
                  directors, employees, agents or attorneys shall be
                  responsible for (i) the due execution, legality, validity,
                  enforceability, genuineness, sufficiency or collectability of
                  any Loan Document, including, without limitation, documents
                  granting the Assignor and the other Lenders a security
                  interest in assets of the Borrowers or any guarantor, (ii)
                  any representation, warranty or statement made in or in
                  connection with any of the Loan Documents, (iii) the
                  financial condition or creditworthiness of the Borrowers or
                  any guarantor, (iv) the performance of or compliance with any
                  of the terms or provisions of any of the Loan Documents, (v)
                  inspecting any of the property, books or records of the
                  Borrowers, (vi) the validity, enforceability, perfection,
                  priority, condition, value or sufficiency of any collateral
                  securing or purporting to secure the Loans or (vii) any
                  mistake, error of judgment, or action taken or omitted to be
                  taken in connection with the Loans or the Loan Documents.

         7.       REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The
                  Assignee (i) confirms that it has received a copy of the
                  Credit Agreement, together with copies of the financial
                  statements requested by the Assignee and such other documents
                  and information as it has deemed appropriate to make its own
                  credit analysis and decision to enter into this Assignment
                  Agreement, (ii) agrees that it will, independently and
                  without reliance upon any Agent, the Arranger, the Assignor
                  or any other Lender and based on such documents and
                  information at it shall deem appropriate at the time,
                  continue to make its own credit decisions in taking or not
                  taking action under the Loan Documents, (iii) appoints and
                  authorizes each Agent to take such action as agent on its
                  behalf and to exercise such powers under the Loan Documents
                  as are delegated to such Agent by the terms thereof, together
                  with such powers as are reasonably incidental thereto, (iv)
                  confirms that the execution and delivery of this Assignment
                  Agreement by the Assignee is duly authorized, (v) agrees that
                  it will perform in accordance with their terms all of the
                  obligations which by the terms of the Loan Documents are
                  required to be performed by it as a Lender, (vi) agrees that
                  its payment instructions and notice instructions are as set
                  forth in the attachment to Schedule 1, (vii) confirms that
                  none of the funds, monies, assets or other consideration
                  being used to make the purchase and assumption hereunder are
                  "plan assets" as defined under ERISA and that its rights,
                  benefits and interests in and under the Loan Documents will
                  not be "plan assets" under ERISA, (viii) agrees to indemnify
                  and hold the Assignor harmless against all losses, costs and
                  expenses (including, but not limited to, reasonable
                  attorneys' fees) and liabilities incurred by the Assignor in
                  connection with or arising in any manner from the Assignee's
                  non-performance of the obligations assumed under this
                  Assignment Agreement, and (ix)


                                       2
<PAGE>


                  if applicable, attaches the forms prescribed by the Internal
                  Revenue Service of the United States certifying that the
                  Assignee is entitled to receive payments under the Loan
                  Documents without deduction or withholding of any United
                  States federal income taxes.

         8.       GOVERNING LAW. This Assignment Agreement shall be governed by
                  the internal law, including 735 ILCS 105/5-1 et seq., but
                  otherwise without regard to the law of conflicts, of the
                  State of Illinois.

         9.       NOTICES. Notices shall be given under this Assignment
                  Agreement in the manner set forth in the Credit Agreement.
                  For the purpose hereof, the addresses of the parties hereto
                  (until notice of a change is delivered) shall be the
                  addresses set forth in the attachment to Schedule 1.

         10.      COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment
                  Agreement may be executed in counterparts. Transmission by
                  facsimile of an executed counterpart of this Assignment
                  Agreement shall be deemed to constitute due and sufficient
                  delivery of such counterpart and such facsimile shall be
                  deemed to be an original counterpart of this Assignment
                  Agreement.

         IN WITNESS WHEREOF, the duly authorized officers of the parties hereto
have executed this Assignment Agreement by executing Schedule 1 hereto as of
the date first above written.



                                       3
<PAGE>


                                   SCHEDULE I
                            to Assignment Agreement

1. Description and Date of Credit Agreement: 3-Year Revolving Credit Agreement,
dated April 8, 2002, among Acuity Brands, Inc., a Delaware corporation (the
"Company"), the Subsidiary Borrowers from time to time parties thereto, the
Lenders named therein, and Bank One, NA (Main Office -- Chicago), as the
Administrative Agent, as the same may be amended, restated, supplemented or
otherwise modified from time to time

2.       Date of Assignment Agreement: , 20

3.       Amounts (As of Date of Item 2 above):

         a.       Assignee's percentage of the
                  Aggregate Commitment (or, if the
                  Aggregate Commitment has been
                  terminated, of the Aggregate                 _____%
                  Outstanding Credit Exposure)
                  purchased under the
                  Assignment Agreement*

         b.       Amount of the Aggregate Commitment
                  (or, if the Aggregate Commitment has
                  been terminated, of the Aggregate            $_____
                  Outstanding Credit Exposure) purchased
                  under the Assignment Agreement**

         4.       Assignee's Commitment (or Outstanding
                  Credit Exposure with respect to              $_____
                  terminated Commitments)
                  purchased hereunder:

         5.       Proposed Effective Date:                     ______

         6.       Non-standard Recordation Fee
                  Arrangement                                  N/A***
                                                        [Assignor/Assignee
                                                        to pay 100% of fee]


<PAGE>


Accepted and Agreed:

[NAME OF ASSIGNOR]                        [NAME OF ASSIGNEE]

By:                                       By:
   ----------------------------------        ----------------------------------
Title:                                    Title:


                                       2
<PAGE>


<TABLE>
<S>                                                    <C>
ACCEPTED AND CONSENTED TO***                           ACCEPTED AND CONSENTED TO***
BY                                                     BY

ACUITY BRANDS, INC.                                    BANK ONE, NA (MAIN OFFICE -- CHICAGO), as
                                                       Administrative Agent
By:                                                    By:
     ---------------------------------------
Title:                                                 Title:
</TABLE>

                   * Percentage taken to 10 decimal places
                  ** If fee is split 50-50, pick N/A as option
                 *** Delete if not required by Credit Agreement
                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT


                                       3
<PAGE>


                        ADMINISTRATIVE INFORMATION SHEET

        Attach Assignor's Administrative Information Sheet, which must include
          notice addresses for the Assignor and the Assignee
                           (Sample form shown below)

                              ASSIGNOR INFORMATION

CONTACT:

Name:                               Telephone No.:
Fax No.:                            Telex No.:
                                    Answerback:


PAYMENT INFORMATION:

Name & ABA # of Destination Bank:

Account Name & Number for Wire Transfer:

Other Instructions:

ADDRESS FOR NOTICES FOR ASSIGNOR:




                              ASSIGNEE INFORMATION

CREDIT CONTACT:

Name:                               Telephone No.:
Fax No.:                            Telex No.:
                                    Answerback:


KEY OPERATIONS CONTACTS:

Booking Installation:               Booking Installation:
Name:                               Name:
Telephone No.:                      Telephone No.:
Fax No.:                            Fax No.:
Telex No.:                          Telex No.:
Answerback:                         Answerback:


2
<PAGE>


PAYMENT INFORMATION:

Name & ABA # of Destination Bank:

Account Name & Number for Wire Transfer:

Other Instructions:

ADDRESS FOR NOTICES FOR ASSIGNEE:


3
<PAGE>


                              BANK ONE INFORMATION

         Assignee will be called promptly upon receipt of the signed agreement.

<TABLE>
<S>                                                   <C>
INITIAL FUNDING CONTACT:                              SUBSEQUENT OPERATIONS CONTACT:

Name:                                                 Name:
Telephone No.:  (312)                                 Telephone No.:  (312)
Fax No.:  (312)                                       Fax No.:  (312)
                                                      Bank One Telex No.: 190201  (Answerback: FNBC UT)


INITIAL FUNDING STANDARDS:

Libor - Fund 2 days after rates are set.

BANK ONE WIRE INSTRUCTIONS:                       Bank One, NA, ABA # 071000013
                                                  LS2 Incoming Account # 481152860000
                                                  Ref:  Acuity Brands, Inc.

ADDRESS FOR NOTICES FOR BANK ONE:                 1 Bank One Plaza, Chicago, IL  60670
                                                  Attn: Agency Compliance Division,
                                                  Suite IL1-0353
                                                  Fax No. (312) 732-2038 or (312) 732-4339
</TABLE>


4
<PAGE>


                                   EXHIBIT D

                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION


         To:      Bank One, NA (Main Office -- Chicago),
                  as Administrative Agent (the "Administrative Agent") under
                  the Credit Agreement Described Below.

         Re:      3-Year Revolving Credit Agreement, dated April 8, 2002 (as
                  the same may be amended, restated, supplemented or otherwise
                  modified, the "Credit Agreement"), among Acuity Brands, Inc.,
                  a Delaware corporation (the "Company"), the Subsidiary
                  Borrowers from time to time parties thereto, the Lenders
                  named therein, and the Administrative Agent.

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned thereto in the Credit Agreement.

         The Administrative Agent is specifically authorized and directed to
act upon the following standing money transfer instructions with respect to the
proceeds of Advances or other extensions of credit from time to time until
receipt by the Administrative Agent of a specific written revocation of such
instructions by the applicable Borrower, provided, however, that the
Administrative Agent may otherwise transfer funds as hereafter directed in
writing by the applicable Borrower in accordance with Section 14.1 of the
Credit Agreement or based on any telephonic notice made in accordance with
Section 2.15 of the Credit Agreement.

Facility Identification Number(s):

Customer/Account Name:  Acuity Brands, Inc.

Transfer Funds To:

For Account No.:

Reference/Attention To:

Authorized Officer (Customer Representative):                 Date:

(Please Print):                               Signature
               ---------------------------             ------------------------

Bank Officer Name                                     Date:
                 ----------------------------------

(Please Print)                               Signature
              ----------------------------            -------------------------

   (Deliver Completed Form to Credit Support Staff For Immediate Processing)


<PAGE>


                                   EXHIBIT E

                                      NOTE

                                                                         [Date]

         [Borrowers' Names], (the "Borrowers"), jointly and severally, promise
to pay to the order of ____________________________________ (the "Lender") the
aggregate unpaid principal amount of all Loans made by the Lender to the
Borrowers pursuant to Article II of the Agreement (as hereinafter defined), in
immediately available funds at the main office of Bank One, NA in Chicago,
Illinois, as Administrative Agent, together with interest on the unpaid
principal amount hereof at the rates and on the dates set forth in the
Agreement. The Borrowers shall pay the principal of and accrued and unpaid
interest on the Loans in full on the Facility Termination Date.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

         This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the 3-Year Revolving Credit Agreement dated as of April 8,
2002 (which, as it may be amended, restated, supplemented or otherwise modified
and in effect from time to time, is herein called the "Agreement"), among the
Borrowers, the lenders party thereto, including the Lender and Bank One, NA
(Main Office -- Chicago), as Administrative Agent, to which Agreement reference
is hereby made for a statement of the terms and conditions governing this Note,
including the terms and conditions under which this Note may be prepaid or its
maturity date accelerated. Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the Agreement.

         The Borrowers hereby waive presentment, demand, protest and any notice
of any kind. No failure to exercise and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

         This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois, but giving effect to applicable federal
laws.


                                    [BORROWERS' NAMES]

                                      By:
                                       ----------------------------------------
                                       Print Name:
                                       Title:


<PAGE>


                         SCHEDULE OF LOANS AND PAYMENTS
                              OF PRINCIPAL TO NOTE

                              DATED APRIL 8, 2002

<TABLE>
<CAPTION>
               Principal          Maturity         Principal
               Amount of        of Interest          Amount            Unpaid
Date             Loan              Period             Paid            Balance
----           ---------        -----------        ---------          -------
<S>            <C>              <C>                <C>                <C>

</TABLE>


<PAGE>


                           LIST OF CLOSING DOCUMENTS


                                  $205,000,000

                               CREDIT FACILITIES

                                       TO

                              ACUITY BRANDS, INC.
                        AND CERTAIN SUBSIDIARY BORROWERS

                                 APRIL 8, 2002

                          LIST OF CLOSING DOCUMENTS(1)

                  A.       LOAN DOCUMENTS

         1.       364-Day Revolving Credit Agreement (the "364-DAY CREDIT
                  AGREEMENT") by and among Acuity Brands, Inc., a Delaware
                  corporation (the "COMPANY"), the Subsidiary Borrowers from
                  time to time parties thereto, the institutions from time to
                  time parties thereto as lenders (the "LENDERS") and Bank One,
                  NA (Main Office -- Chicago), in its capacity as contractual
                  representative capacity (the "ADMINISTRATIVE AGENT"),
                  evidencing a $102,500,000 364-day revolving credit facility
                  to the Borrowers from the Lenders.

                                    EXHIBITS

EXHIBIT A      --     Forms of Opinions
EXHIBIT B      --     Form of Compliance Certificate
EXHIBIT C      --     Form of Assignment Agreement
EXHIBIT D      --     Form of Loan/Credit Related Money Transfer Instruction
EXHIBIT E      --     Form of Promissory Note (if requested)
EXHIBIT F      --     List of Closing Documents
EXHIBIT G      --     Form of Designation Agreement
EXHIBIT H      --     Form of Guaranty
EXHIBIT I      --     Form of Assumption Letter
EXHIBIT J      --     Form of Commitment and Acceptance

---------
1        Capitalized terms used herein and not defined herein shall have the
         meanings assigned to such terms in the Credit Agreement.
         BOLD/ITALICIZED documents to be prepared and/or provided by the
         Borrowers and/or Borrowers' counsel.


<PAGE>


                                   SCHEDULES

PRICING SCHEDULE
COMMITMENT SCHEDULE
SCHEDULE 1.1              SUBSIDIARY BORROWERS
SCHEDULE 5.5              CERTAIN DISCLOSURES
SCHEDULE 5.8              SUBSIDIARIES
SCHEDULE 5.14             ERISA MATTERS
SCHEDULE 5.16             ENVIRONMENTAL MATTERS
SCHEDULE 6.11             EXISTING INDEBTEDNESS
SCHEDULE 6.13             EXISTING LIENS

         2.       3-Year Revolving Credit Agreement (the "3-YEAR CREDIT
                  AGREEMENT") by and among the Company, the Subsidiary
                  Borrowers from time to time parties thereto, the Lenders and
                  the Administrative Agent, evidencing a $102,500,000
                  three-year revolving credit facility to the Borrowers from
                  the Lenders.

                                    EXHIBITS

EXHIBIT A      --     Forms of Opinions
EXHIBIT B      --     Form of Compliance Certificate
EXHIBIT C      --     Form of Assignment Agreement
EXHIBIT D      --     Form of Loan/Credit Related Money Transfer Instruction
EXHIBIT E      --     Form of Promissory Note (if requested)
EXHIBIT F      --     List of Closing Documents
EXHIBIT G      --     Form of Designation Agreement
EXHIBIT H      --     Form of Guaranty
EXHIBIT I      --     Form of Assumption Letter


2
<PAGE>


                                   SCHEDULES

PRICING SCHEDULE
COMMITMENT SCHEDULE
SCHEDULE 1.1              SUBSIDIARY BORROWERS
SCHEDULE 2.21             TRANSITIONAL LETTERS OF CREDIT
SCHEDULE 5.5              CERTAIN DISCLOSURES
SCHEDULE 5.8              SUBSIDIARIES
SCHEDULE 5.14             ERISA MATTERS
SCHEDULE 5.16             ENVIRONMENTAL MATTERS
SCHEDULE 6.11             EXISTING INDEBTEDNESS
SCHEDULE 6.13             EXISTING LIENS

         3.       Guaranty (the "GUARANTY") executed by each of the Domestic
                  Subsidiaries of the Company identified on Appendix A attached
                  hereto (the "INITIAL GUARANTORS"), in favor of the
                  Administrative Agent.

         4.       Notes executed by the Borrowers in favor of each of the
                  Lenders, if any, which has requested a note pursuant to
                  Section 2.14 of each of the Credit Agreements (each a
                  "Requesting Lender") in the aggregate principal amount of
                  each such Requesting Lender's Commitment under the applicable
                  Credit Agreement.

                  B.       CORPORATE DOCUMENTS

         5.       CERTIFICATES OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH
                  BORROWER AND EACH OF THE INITIAL GUARANTORS CERTIFYING (I)
                  THE ARTICLES OR CERTIFICATES OF INCORPORATION OR COMPARABLE
                  CHARTER DOCUMENTS (CERTIFIED BY THE APPROPRIATE GOVERNMENTAL
                  OFFICER IN ITS JURISDICTION OF INCORPORATION AND ATTACHED
                  THERETO); (II) THE BY-LAWS OR COMPARABLE GOVERNANCE DOCUMENTS
                  (ATTACHED THERETO) OF EACH SUCH BORROWER AND EACH SUCH
                  INITIAL GUARANTOR AS IN EFFECT ON THE DATE OF SUCH
                  CERTIFICATION, (III) RESOLUTIONS OF THE BOARD OF DIRECTORS
                  (OR OTHER SIMILAR GOVERNING BODY) OF EACH SUCH BORROWER AND
                  EACH SUCH INITIAL GUARANTOR AUTHORIZING, INTER ALIA, THE
                  EXECUTION, DELIVERY AND PERFORMANCE OF EACH DOCUMENT TO WHICH
                  IT IS A PARTY, AND (IV) THE NAMES AND TRUE SIGNATURES OF THE
                  INCUMBENT OFFICERS OF EACH SUCH BORROWER


3
<PAGE>


                  AND EACH SUCH INITIAL GUARANTOR AUTHORIZED TO SIGN THE
                  DOCUMENTS TO WHICH IT IS A PARTY AND, IN THE CASE OF THE
                  BORROWERS, AUTHORIZED TO REQUEST ADVANCES UNDER THE CREDIT
                  AGREEMENTS.

         6.       GOOD STANDING CERTIFICATE FOR EACH BORROWER AND EACH INITIAL
                  GUARANTOR FROM THE OFFICE OF THE APPROPRIATE GOVERNMENTAL
                  OFFICER OF THEIR RESPECTIVE JURISDICTION OF INCORPORATION
                  AND, IF APPLICABLE, THE OFFICE OF THE SECRETARY OF STATE OF
                  GEORGIA.

                      D.   OPINIONS

         7.       OPINIONS OF COUNSEL OF THE BORROWERS AND THE INITIAL
                  GUARANTORS WITH RESPECT TO THE CREDIT AGREEMENTS AND THE
                  GUARANTY.

                      F.   FINANCIAL INFORMATION

         8.       Financial Condition Certificate delivered by the Company's
                  chief financial officer, WITH APPROPRIATE SUPPORTING
                  INFORMATION ATTACHED.

                      G.   CLOSING CERTIFICATES AND MISCELLANEOUS

         9.       OPENING COMPLIANCE CERTIFICATE EXECUTED BY AN AUTHORIZED
                  OFFICER OF THE COMPANY, SHOWING THE CALCULATIONS NECESSARY TO
                  DETERMINE COMPLIANCE WITH THE CREDIT AGREEMENTS ON THE
                  INITIAL BORROWING DATE.

         10.      WRITTEN MONEY TRANSFER INSTRUCTIONS.

         11.      OFFICER'S CERTIFICATE OF THE COMPANY CERTIFYING THAT ON THE
                  CLOSING DATE AND INITIAL BORROWING DATE (I) NO DEFAULT OR
                  UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING, (II) AS OF
                  SUCH DATE THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  CONTAINED IN THE CREDIT AGREEMENTS ARE TRUE AND CORRECT IN
                  ALL MATERIAL RESPECTS AS OF SUCH DATE, AND (III) AS OF SUCH
                  DATE THERE HAS BEEN NO CHANGE IN THE BUSINESS, PROPERTY,
                  FINANCIAL CONDITION OR OPERATIONS OF THE COMPANY AND ITS
                  SUBSIDIARIES TAKEN AS A WHOLE SINCE NOVEMBER 30, 2001.

         12.      LETTER(S) DESIGNATING CT CORPORATION AS AGENT FOR SERVICE OF
                  PROCESS FOR THE COMPANY AND ITS SUBSIDIARIES IN THE STATE OF
                  ILLINOIS FOR PURPOSES OF THE CREDIT AGREEMENTS AND THE OTHER
                  LOAN DOCUMENTS.


4
<PAGE>


                                   APPENDIX A


                               INITIAL GUARANTORS

<TABLE>
<CAPTION>
COMPANY NAME                                                   INCORPORATED
<S>                                                            <C>
Acuity Lighting Group, Inc.                                    Delaware
Acuity Specialty Products Group, Inc.                          Delaware
</TABLE>


5
<PAGE>


                                   EXHIBIT G

                         FORM OF DESIGNATION AGREEMENT

                                                         Dated __________, 20__

         Reference is made to the 3-Year Revolving Credit Agreement dated as of
April 8, 2002 (as amended or otherwise modified from time to time, the "Credit
Agreement") among Acuity Brands, Inc., a Delaware corporation (the "Company"),
the Subsidiary Borrowers from time to time parties thereto, the lenders from
time to time party thereto (the "Lenders") and Bank One, NA (having its
principal office in Chicago, IL), as Administrative Agent. Terms defined in the
Credit Agreement are used herein as therein defined.

         _________ (the "Designating Lender"), ____________ (the "Designated
Lender"), and the Company agree as follows:

1.       The Designating Lender hereby designates the Designated Lender, and
         the Designated Lender hereby accepts such designation, as its
         Designated Lender under the Credit Agreement.

2.       The Designating Lender makes no representations or warranty and
         assumes no responsibility with respect to the financial condition of
         the Borrowers or the performance or observance by the Borrowers of any
         of their obligations under the Credit Agreement or any other
         instrument or document furnished pursuant thereto.

3.       The Designated Lender (i) confirms that it has received a copy of the
         Credit Agreement, together with copies of the financial statements
         referred to in Article VI thereof and such other documents and
         information as it has deemed appropriate to make its own credit
         analysis and decision to enter into this Designation Agreement; (ii)
         agrees that it will, independently and without reliance upon the
         Administrative Agent, the Designating Lender or any other Lender and
         based on such documents and information as it shall deem appropriate
         at the time, continue to make its own credit decisions in taking or
         not taking any action it may be permitted to take under the Credit
         Agreement; (iii) confirms that it is an Eligible Designee; (iv)
         appoints and authorizes the Designating Lender as its administrative
         agent and attorney-in-fact and grants the Designating Lender an
         irrevocable power of attorney to receive payments made for the benefit
         of the Designated Lender under the Credit Agreement and to deliver and
         receive all communications and notices under the Credit Agreement, if
         any, that Designated Lender is obligated to deliver or has the right
         to receive thereunder; (v) acknowledges that it is subject to and
         bound by the confidentiality provisions of the Credit Agreement
         (except as permitted under Section 13.4 thereof); and (vi)
         acknowledges that the Designating Lender retains the sole right and
         responsibility to vote under the Credit Agreement, including, without
         limitation, the right to approve any amendment, modification or waiver
         of any provision of the Credit Agreement, and agrees that the
         Designated Lender shall be bound by all such votes, approvals,
         amendments, modifications and waivers and all other agreements of the
         Designating Lender pursuant to or in connection with the Credit
         Agreement.


<PAGE>


4.       Following the execution of this Designation Agreement by the
         Designating Lender, the Designated Lender and the Company, it will be
         delivered to the Administrative Agent for acceptance and recording by
         the Administrative Agent. The effective date of this Designation
         Agreement shall be the date of acceptance thereof by the
         Administrative Agent, unless otherwise specified on the signature page
         hereto (the "Effective Date").

5.       Upon such acceptance and recording by the Administrative Agent, as of
         the Effective Date (a) the Designated Lender shall have the right to
         make Loans as a Lender pursuant to Article II of the Credit Agreement
         and the rights of a Lender related thereto and (b) the making of any
         such Loans by the Designated Lender shall satisfy the obligations of
         the Designating Lender under the Credit Agreement to the same extent,
         and as if, such Loans were made by the Designating Lender.

6.       Each party to this Designation Agreement hereby agrees that it shall
         not institute against, or join any other Person in instituting
         against, any Designated Lender any bankruptcy, reorganization,
         arrangement, insolvency or liquidation proceeding or other proceedings
         under any federal or state bankruptcy or similar law for one year and
         a day after payment in full of all outstanding senior indebtedness of
         any Designated Lender; provided that the Designating Lender for each
         Designated Lender hereby agrees to indemnify, save and hold harmless
         each other party hereto for any loss, cost, damage and expense arising
         out of its inability to institute any such proceeding against such
         Designated Lender. This Section 6 of the Designation Agreement shall
         survive the termination of this Designation Agreement and termination
         of the Credit Agreement.

7.       This Designation Agreement shall be governed by, and construed in
         accordance with, the internal laws (including ss.735 ILCS 105/5-1 et
         seq. but otherwise without regard to the conflicts of laws provisions)
         of the State of Illinois.


2
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Designation Agreement
to be executed by their respective officers hereunto duly authorized, as of the
date first above written.

Effective Date(2):


                                    [NAME OF DESIGNATING LENDER]

                                     By:
                                       ----------------------------------------
                                     Name:
                                         --------------------------------------
                                     Title:
                                          -------------------------------------


                                    [NAME OF DESIGNATED LENDER]

                                     By:
                                       ----------------------------------------
                                     Name:
                                         --------------------------------------
                                     Title:
                                          -------------------------------------


                                    ACUITY BRANDS, INC.

                                      By:
                                       ----------------------------------------
                                     Name:
                                         --------------------------------------
                                     Title:
                                          -------------------------------------


Accepted and Approved this
____ day of ________, ____


BANK ONE, NA (having its principal
place of business in Chicago, IL),
as Administrative Agent


By:
   ---------------------------------
Title:
      ------------------------------


---------
2        This date should be no earlier than the date of acceptance by the
         Administrative Agent.


3
<PAGE>


                                   EXHIBIT H

                                FORM OF GUARANTY

                                    GUARANTY

                  THIS GUARANTY (this "Guaranty") is made as of the 2nd day of
April, 2002, by and among Acuity Lighting Group, Inc., a Delaware corporation
and Acuity Specialty Products Group, Inc., a Delaware corporation (the "Initial
Guarantors" and along with any additional Subsidiaries of the Borrower which
become parties to this Guaranty by executing a supplement hereto in the form
attached as Annex I, the "Guarantors") in favor of the Administrative Agent,
for the ratable benefit of the Holders of Obligations (as defined below), under
the Credit Agreements referred to below.


                                  WITNESSETH:

                  WHEREAS, ACUITY BRANDS, INC., a Delaware corporation (the
"Company"), the Subsidiary Borrowers from time to time parties thereto, the
institutions from time to time parties hereto as Lenders, and BANK ONE, NA, a
national banking association having its principal office in Chicago, Illinois,
in its capacity as contractual representative (the "Administrative Agent") for
itself and the other Lenders, have entered into (i) a certain 364-Day Revolving
Credit Agreement dated as of April 8, 2002 (as the same may be amended,
modified, supplemented and/or restated, and as in effect from time to time, the
"364-Day Credit Agreement") and (ii) a certain 3-Year Revolving Credit
Agreement dated as of April 8, 2002 (as the same may be amended, restated,
supplemented or otherwise modified, and as in effect from time to time, the
"3-Year Credit Agreement", and, together with the 364-Day Credit Agreement, the
"Credit Agreements"), providing, subject to the terms and conditions thereof,
for extensions of credit and other financial accommodations to be made by the
Lenders to the Borrower;

                  WHEREAS, it is a condition precedent to the initial
extensions of credit by the Lenders under each of the Credit Agreements that
each of the Guarantors (constituting all of the Subsidiaries of the Borrower
required to execute this Guaranty pursuant to Section 6.10 of the Credit
Agreements) execute and deliver this Guaranty, whereby each of the Guarantors
shall guarantee the payment when due of all "Obligations" (as defined in the
Credit Agreements), including, without limitation, all principal, interest,
letter of credit reimbursement obligations and other amounts that shall be at
any time payable by the Borrower under the Credit Agreements and the other Loan
Documents; and

                  WHEREAS, in consideration of the direct and indirect
financial and other support that one or more of the Borrowers has provided, and
such direct and indirect financial and other support as the Borrowers may in
the future provide, to the Guarantors, and in order to induce the Lenders and
the Administrative Agent to enter into the Credit Agreements, each of the
Guarantors is willing to guarantee the obligations of the Borrowers under the
Credit Agreements and the other Loan Documents;


<PAGE>


                  NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         SECTION 1. Definitions. Terms defined in the Credit Agreements and not
otherwise defined herein have, as used herein, the respective meanings provided
for therein. For purposes of this Guaranty, "Holders of Obligations" means the
holders of the Obligations from time to time and shall include (i) each Lender
and LC Issuer in respect of its Credit Extensions, (ii) the Administrative
Agent and the Lenders in respect of all other present and future obligations
and liabilities of the Borrowers of every type and description arising under or
in connection with the Credit Agreements or any other Loan Document, (iii) each
indemnified party under Section 10.6 of the Credit Agreements in respect of the
obligations and liabilities of the Borrowers to such Person hereunder and under
the other Loan Documents, and (iv) their respective successors, transferees and
assigns. "Long-Term Holders of Obligations" means all of the Lenders under the
3-Year Credit Agreement. "Short-Term Lenders" means all of the Lenders under
the 364-Day Credit Agreement. "Lenders" shall mean, collectively, all of the
Long-Term Lenders and all of the Short-Term Lenders.

         SECTION 2. Representations, Warranties and Covenants. Each of the
Guarantors represents and warrants (which representations and warranties shall
be deemed to have been renewed at the time of the making, conversion or
continuation of any Loan or issuance of any Facility LC) that:

                  (A) It is a corporation, partnership or limited liability
         company duly and properly incorporated or organized, as the case may
         be, validly existing and (to the extent such concept applies to such
         entity) in good standing under the laws of its jurisdiction of
         incorporation or organization and has all requisite authority to
         conduct its business in each jurisdiction in which its business is
         conducted, except to the extent that the failure to have such standing
         or authority could not reasonably be expected to have a Material
         Adverse Effect.

                  (B) It (to the extent applicable) has the power and authority
         and legal right to execute and deliver this Guaranty and to perform
         its obligations hereunder. The execution and delivery by each
         Guarantor of this Guaranty and the performance by each of its
         obligations hereunder have been duly authorized by proper proceedings,
         and this Guaranty constitutes a legal, valid and binding obligation of
         each Guarantor, respectively, enforceable against such Guarantor,
         respectively, in accordance with its terms, except as enforceability
         may be limited by bankruptcy, insolvency or similar laws affecting the
         enforcement of creditors' rights generally or by general equitable
         principles.

                  (C) Neither the execution and delivery by it of this
         Guaranty, nor the consummation of the transactions herein
         contemplated, nor compliance with the provisions hereof will (i)
         violate any law, rule, regulation, order, writ, judgment, injunction,
         decree or award binding on it or its articles or certificate of
         incorporation, limited liability company or partnership agreement,
         certificate of partnership, articles or certificate of organization,
         by-laws, or operating agreement or other management agreement, as the
         case may be, or the provisions of any indenture, instrument or


2
<PAGE>


         agreement to which the Company or any of its Subsidiaries is a party
         or is subject, or by which it, or its Property, is bound, or (ii)
         conflict with, or constitute a default under, or result in, or
         require, the creation or imposition of any Lien in, of or on its
         Property pursuant to the terms of, any such indenture, instrument or
         agreement. No order, consent, adjudication, approval, license,
         authorization, or validation of, or filing, recording or registration
         with, or exemption by, or other action in respect of any governmental
         or public body or authority, or any subdivision thereof, which has not
         been obtained by it, is required to be obtained by it in connection
         with the execution, delivery and performance by it of, or the
         legality, validity, binding effect or enforceability against it of,
         this Guaranty.

                           In addition to the foregoing, each of the Guarantors
         covenants that, so long as any Lender has any Commitment outstanding
         under either of the Credit Agreements or any amount payable under the
         Credit Agreements or any other Guaranteed Obligations shall remain
         unpaid, it will, and, if necessary, will enable the Borrowers to,
         fully comply with those covenants and agreements of the Borrowers
         applicable to such Guarantor set forth in the Credit Agreements.

         SECTION 3. The Guaranty. Each of the Guarantors hereby unconditionally
guarantees, jointly with the other Guarantors and severally, the full and
punctual payment when due (whether at stated maturity, upon acceleration or
otherwise) of the Obligations, including, without limitation, (i) the principal
of and interest on each Advance made to any of the Borrowers pursuant to the
Credit Agreements, (ii) any Reimbursement Obligations of the Borrowers, and
(iii) all other amounts payable by any of the Borrowers or any of their
Subsidiaries under the Credit Agreements and the other Loan Documents (all of
the foregoing being referred to collectively as the "Guaranteed Obligations").
Upon failure by any Borrower or any of their respective Affiliates, as
applicable, to pay punctually any such amount, each of the Guarantors agrees
that it shall forthwith on demand pay such amount at the place and in the
manner specified in the Credit Agreements or the relevant Loan Document, as the
case may be. Each of the Guarantors hereby agrees that this Guaranty is an
absolute, irrevocable and unconditional guaranty of payment and is not a
guaranty of collection.

         SECTION 4.        Guaranty Unconditional. The obligations of each of
the Guarantors hereunder shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or
otherwise affected by:

                  (A) any extension, renewal, settlement, indulgence,
         compromise, waiver or release of or with respect to the Guaranteed
         Obligations or any part thereof or any agreement relating thereto, or
         with respect to any obligation of any other guarantor of any of the
         Guaranteed Obligations, whether (in any such case) by operation of law
         or otherwise, or any failure or omission to enforce any right, power
         or remedy with respect to the Guaranteed Obligations or any part
         thereof or any agreement relating thereto, or with respect to any
         obligation of any other guarantor of any of the Guaranteed
         Obligations;

                  (B)      any modification or amendment of or supplement to
         either of the Credit Agreements or any other Loan Document, including,
         without limitation, any such


3
<PAGE>


         amendment which may increase the amount of, or the interest rates
         applicable to, any of the Obligations guaranteed hereby;

                  (C) any release, surrender, compromise, settlement, waiver,
         subordination or modification, with or without consideration, of any
         other guaranties with respect to the Guaranteed Obligations or any
         part thereof, or any other obligation of any person or entity with
         respect to the Guaranteed Obligations or any part thereof, or any
         nonperfection or invalidity of any direct or indirect security for the
         Guaranteed Obligations;

                  (D) any change in the corporate, partnership or other
         existence, structure or ownership of any Borrower or any other
         guarantor of any of the Guaranteed Obligations, or any insolvency,
         bankruptcy, reorganization or other similar proceeding affecting any
         Borrower or any other guarantor of the Guaranteed Obligations, or any
         of their respective assets or any resulting release or discharge of
         any obligation of any Borrower or any other guarantor of any of the
         Guaranteed Obligations;

                  (E) the existence of any claim, setoff or other rights which
         the Guarantors may have at any time against any Borrower, any other
         guarantor of any of the Guaranteed Obligations, the Administrative
         Agent, any Holder of Obligations or any other Person, whether in
         connection herewith or in connection with any unrelated transactions,
         provided that nothing herein shall prevent the assertion of any such
         claim by separate suit or compulsory counterclaim;

                  (F) the enforceability or validity of the Guaranteed
         Obligations or any part thereof or the genuineness, enforceability or
         validity of any agreement relating thereto or with respect to any
         collateral securing the Guaranteed Obligations or any part thereof, or
         any other invalidity or unenforceability relating to or against an
         Borrower or any other guarantor of any of the Guaranteed Obligations,
         for any reason related to either of the Credit Agreements any other
         Loan Document, or any provision of applicable law or regulation
         purporting to prohibit the payment by any Borrower or any other
         guarantor of the Guaranteed Obligations, of any of the Guaranteed
         Obligations;

                  (G) the failure of the Administrative Agent to take any steps
         to perfect and maintain any security interest in, or to preserve any
         rights to, any security or collateral for the Guaranteed Obligations,
         if any;

                  (H)      the election by, or on behalf of, any one or more of
         the Holders of Obligations, in any proceeding instituted under Chapter
         11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the
         "Bankruptcy Code"), of the application of Section 1111(b)(2) of the
         Bankruptcy Code;

                  (I)      any borrowing or grant of a security interest by any
         Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy
         Code;

                  (J) the disallowance, under Section 502 of the Bankruptcy
         Code, of all or any portion of the claims of any of the Holders of
         Obligations or the Administrative Agent for repayment of all or any
         part of the Guaranteed Obligations;

                  (K)      the failure of any other Guarantor to sign or become
         party to this Guaranty or any amendment, change, or reaffirmation
         hereof; or


4
<PAGE>


(L)      any other act or omission to act or delay of any kind by any Borrower,
         any other guarantor of the Guaranteed Obligations, the Administrative
         Agent, any Holder of Obligations or any other Person or any other
         circumstance whatsoever which might, but for the provisions of this
         Section 4, constitute a legal or equitable defense to, or discharge
         of, any Guarantor's obligations hereunder.

         SECTION 5. Discharge Only Upon Payment In Full: Reinstatement In
Certain Circumstances. Each of the Guarantors' obligations hereunder shall
remain in full force and effect until all Guaranteed Obligations (other than
contingent indemnity obligations) shall have been paid in full in cash and the
Commitments and all Facility LCs issued under the 3-Year Credit Agreement shall
have terminated or expired. If at any time any payment of the principal of or
interest on any Advance, any Reimbursement Obligation or any other amount
payable by any Borrower or any other party under the Credit Agreements or any
other Loan Document is rescinded or must be otherwise restored or returned upon
the insolvency, bankruptcy or reorganization of any Borrower or otherwise, each
of the Guarantors' obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.

         SECTION 6. General Waivers. Each of the Guarantors irrevocably waives
acceptance hereof, presentment, demand or action on delinquency, protest, the
benefit of any statutes of limitations and, to the fullest extent permitted by
law, any notice not provided for herein, as well as any requirement that at any
time any action be taken by any Person against any Borrower, any other
guarantor of the Guaranteed Obligations, or any other Person.

         SECTION 7.        Subordination of Subrogation; Subordination of
Intercompany Indebtedness.

                  (A) Subordination of Subrogation. Until the Guaranteed
         Obligations have been indefeasibly paid in full in cash, the
         Guarantors (i) shall have no right of subrogation with respect to such
         Guaranteed Obligations and (ii) waive any right to enforce any remedy
         which the Holders of Obligations, LC Issuers or the Administrative
         Agent now have or may hereafter have against any Borrower, any
         endorser or any guarantor of all or any part of the Guaranteed
         Obligations or any other Person, and the Guarantors waive any benefit
         of, and any right to participate in, any security or collateral given
         to the Holders of Obligations, the LC Issuers and the Administrative
         Agent to secure the payment or performance of all or any part of the
         Guaranteed Obligations or any other liability of the Borrowers to the
         Holders of Obligations or LC Issuers. Should any Guarantor have the
         right, notwithstanding the foregoing, to exercise its subrogation
         rights, each Guarantor hereby expressly and irrevocably (A)
         subordinates any and all rights at law or in equity to subrogation,
         reimbursement, exoneration, contribution, indemnification or set off
         that the Guarantor may have to the indefeasible payment in full in
         cash of the Guaranteed Obligations and (B) waives any and all defenses
         available to a surety, guarantor or accommodation co-obligor until the
         Guaranteed Obligations are indefeasibly paid in full in cash. Each
         Guarantor acknowledges and agrees that this subordination is intended
         to benefit the Administrative Agent and the Holders of Obligations and
         shall not limit or otherwise affect such Guarantor's liability
         hereunder or


5
<PAGE>


         the enforceability of this Guaranty, and that the Administrative
         Agent, the Holders of Obligations and their respective successors and
         assigns are intended third party beneficiaries of the waivers and
         agreements set forth in this Section 7(a).

                  (B) Subordination of Intercompany Indebtedness. Each
         Guarantor agrees that any and all claims of such Guarantor against
         either any Borrower or any other Guarantor hereunder (each an
         "Obligor") with respect to any "Intercompany Indebtedness" (as
         hereinafter defined), any endorser, obligor or any other guarantor of
         all or any part of the Guaranteed Obligations, or against any of its
         properties shall be subordinate and subject in right of payment to the
         prior payment, in full and in cash, of all Guaranteed Obligations;
         provided that, and not in contravention of the foregoing, so long as
         no Default is continuing the Guarantors may make loans to and receive
         payments in the ordinary course with respect to such Intercompany
         Indebtedness to the extent otherwise permitted under the Credit
         Agreements. Notwithstanding any right of any Guarantor to ask, demand,
         sue for, take or receive any payment from any Obligor, all rights,
         liens and security interests of such Guarantor, whether now or
         hereafter arising and howsoever existing, in any assets of any other
         Obligor shall be and are subordinated to the rights of the Holders of
         Obligations and the Administrative Agent in those assets. No Guarantor
         shall have any right to possession of any such asset or to foreclose
         upon any such asset, whether by judicial action or otherwise, unless
         and until all of the Guaranteed Obligations (other than contingent
         indemnity obligations) shall have been fully paid and satisfied (in
         cash) and all financing arrangements pursuant to any Loan Document
         have been terminated. If all or any part of the assets of any Obligor,
         or the proceeds thereof, are subject to any distribution, division or
         application to the creditors of such Obligor, whether partial or
         complete, voluntary or involuntary, and whether by reason of
         liquidation, bankruptcy, arrangement, receivership, assignment for the
         benefit of creditors or any other action or proceeding, or if the
         business of any such Obligor is dissolved or if substantially all of
         the assets of any such Obligor are sold (other than in an transaction
         permitted under the Credit Agreements), then, and in any such event
         (such events being herein referred to as an "Insolvency Event"), any
         payment or distribution of any kind or character, either in cash,
         securities or other property, which shall be payable or deliverable
         upon or with respect to any indebtedness of any Obligor to any
         Guarantor ("Intercompany Indebtedness") shall be paid or delivered
         directly to the Administrative Agent for application on any of the
         Guaranteed Obligations, due or to become due, until such Guaranteed
         Obligations (other than contingent indemnity obligations) shall have
         first been fully paid and satisfied (in cash). Should any payment,
         distribution, security or instrument or proceeds thereof be received
         by the applicable Guarantor upon or with respect to the Intercompany
         Indebtedness after any Insolvency Event and prior to the satisfaction
         of all of the Guaranteed Obligations (other than contingent indemnity
         obligations) and the termination of all financing arrangements
         pursuant to any Loan Document among the Borrower and the Holders of
         Obligations, such Guarantor shall receive and hold the same in trust,
         as trustee, for the benefit of the Holders of Obligations and shall
         forthwith deliver the same to the Administrative Agent, for the
         benefit of the Holders of Obligations, in precisely the form received
         (except for the endorsement or assignment of the Guarantor where
         necessary), for application to any of the Guaranteed Obligations, due
         or not due, and, until so delivered, the same shall be held in trust
         by the Guarantor as the property of the Holders of Obligations. If any
         such Guarantor fails to


6
<PAGE>


         make any such endorsement or assignment to the Administrative Agent,
         the Administrative Agent or any of its officers or employees is
         irrevocably authorized to make the same. Each Guarantor agrees that
         until the Guaranteed Obligations (other than the contingent indemnity
         obligations) have been paid in full (in cash) and satisfied and all
         financing arrangements pursuant to any Loan Document among the
         Borrower and the Holders of Obligations have been terminated, no
         Guarantor will assign or transfer to any Person (other than the
         Administrative Agent or any other transferee that agrees to be bound
         by the terms of this Agreement in writing (in form and substance
         acceptable to the Administrative Agent)) any claim any such Guarantor
         has or may have against any Obligor.

         SECTION 8.        Contribution with Respect to Guaranteed Obligations.

                  (A) To the extent that any Guarantor shall make a payment
         under this Guaranty (a "Guarantor Payment") which, taking into account
         all other Guarantor Payments then previously or concurrently made by
         any other Guarantor, exceeds the amount which otherwise would have
         been paid by or attributable to such Guarantor if each Guarantor had
         paid the aggregate Guaranteed Obligations satisfied by such Guarantor
         Payment in the same proportion as such Guarantor's "Allocable Amount"
         (as defined below) (as determined immediately prior to such Guarantor
         Payment) bore to the aggregate Allocable Amounts of each of the
         Guarantors as determined immediately prior to the making of such
         Guarantor Payment, then, following indefeasible payment in full in
         cash of the Guaranteed Obligations and termination of the Credit
         Agreements, such Guarantor shall be entitled to receive contribution
         and indemnification payments from, and be reimbursed by, each other
         Guarantor for the amount of such excess, pro rata based upon their
         respective Allocable Amounts in effect immediately prior to such
         Guarantor Payment.

                  (B) As of any date of determination, the "Allocable Amount"
         of any Guarantor shall be equal to the maximum amount of the claim
         which could then be recovered from such Guarantor under this Guaranty
         without rendering such claim voidable or avoidable under Section 548
         of Chapter 11 of the Bankruptcy Code or under any applicable state
         Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or
         similar statute or common law.

                  (C) This Section 8 is intended only to define the relative
         rights of the Guarantors, and nothing set forth in this Section 8 is
         intended to or shall impair the obligations of the Guarantors, jointly
         and severally, to pay any amounts as and when the same shall become
         due and payable in accordance with the terms of this Guaranty.

                  (D) The parties hereto acknowledge that the rights of
         contribution and indemnification hereunder shall constitute assets of
         the Guarantor to which such contribution and indemnification is owing.

                  (E) The rights of the indemnifying Guarantors against other
         Guarantors under this Section 8 shall be exercisable upon the full and
         indefeasible payment of the Guaranteed Obligations in cash and the
         termination of the Credit Agreements.


7
<PAGE>


         SECTION 9. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by the Borrowers under the Credit Agreements or
any other Loan Document is stayed upon the insolvency, bankruptcy or
reorganization of any Borrower, all such amounts otherwise subject to
acceleration under the terms of the Credit Agreements or any other Loan
Document shall nonetheless be payable by each of the Guarantors hereunder
forthwith on demand by the Administrative Agent.

         SECTION 10. Notices. All notices, requests and other communications to
any party hereunder shall be given in the manner prescribed in Article XIV of
the Credit Agreements with respect to the Administrative Agent at its notice
address therein and with respect to any Guarantor at the address set forth
below or such other address or telecopy number as such party may hereafter
specify for such purpose by notice to the Administrative Agent in accordance
with the provisions of such Article XIV.

                  Notice Address for Guarantors:

                  c/o Acuity Brands, Inc.
                  1420 Peachtree Street NE
                  Atlanta, Georgia 30309-3002
                  Attention:  Mr. Dan Smith
                  Phone: 404-853-1423
                  Fax: 404-853-1330
                  E-mail: dan.smith@acuitybrands.com

                           with a copy to:

                  Acuity Brands, Inc
                  1420 Peachtree Street NE
                  Atlanta, Georgia  30309-3002
                  Attention: Mr. Ken Murphy
                  Phone: 404-853-1440
                  Fax: 404-853-1015
                  E-mail: ken.murphy@acuitybrands.com

         SECTION 11. No Waivers. No failure or delay by the Administrative
Agent or any Holder of Obligations in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies provided in
this Guaranty, the Credit Agreements and the other Loan Documents shall be
cumulative and not exclusive of any rights or remedies provided by law.

         SECTION 12. Successors and Assigns. This Guaranty is for the benefit
of the Administrative Agent and the Holders of Obligations and their respective
successors and permitted assigns, provided, that no Guarantor shall have any
right to assign its rights or obligations hereunder without the consent of all
of the Lenders, and any such assignment in violation of this Section 12 shall
be null and void; and in the event of an assignment of any


8
<PAGE>


amounts payable under the Credit Agreement or the other Loan Documents in
accordance with the respective terms thereof, the rights hereunder, to the
extent applicable to the indebtedness so assigned, may be transferred with such
indebtedness. This Guaranty shall be binding upon each of the Guarantors and
their respective successors and assigns.

         SECTION 13. Changes in Writing. Other than in connection with the
addition of additional Subsidiaries, which become parties hereto by executing a
supplement hereto in the form attached as Annex I, neither this Guaranty nor
any provision hereof may be changed, waived, discharged or terminated orally,
but only in writing signed by each of the Guarantors and the Administrative
Agent with the consent of the Required Lenders under the 3-Year Credit
Agreement (or all of the Long-Term Lenders if required pursuant to the terms of
Section 8.2 of the 3-Year Credit Agreement) and with the consent of the
Required Lenders under the 364-Day Credit Agreement (or all of the Short-Term
Lenders if required pursuant to the terms of Section 8.2 of the 364-Day Credit
Agreement).

         SECTION 14. GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS
105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

         SECTION 15. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

                  (A) CONSENT TO JURISDICTION. EACH GUARANTOR HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AND EACH GUARANTOR
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE
AGENT, ANY LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GUARANTOR
IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY
GUARANTOR AGAINST THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER OR ANY
AFFILIATE OF THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY
IN A COURT IN CHICAGO, ILLINOIS OR THE CITY IN WHICH THE PRINCIPAL OFFICE OF
THE ADMINISTRATIVE AGENT, LENDER OR AFFILIATE, AS THE CASE MAY BE, IS LOCATED.


9
<PAGE>


                  (B) WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY WAIVES TRIAL
BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR
THE RELATIONSHIP ESTABLISHED THEREUNDER.

         SECTION 16. No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Guaranty. In the
event an ambiguity or question of intent or interpretation arises, this
Guaranty shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Guaranty.

         SECTION 17.       Taxes, Expenses of Enforcement, etc.

                  (A)      Taxes.

                  (i) All payments by any Guarantor to or for the account of
any Lender, any LC Issuer or the Administrative Agent hereunder shall be made
free and clear of and without deduction for any and all Taxes. If any Guarantor
shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder to any Lender, any LC Issuer or the Administrative Agent, (a)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 17(A)) such Lender, such LC Issuer 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) such Guarantor shall make such
deductions, (c) such Guarantor shall pay the full amount deducted to the
relevant authority in accordance with applicable law and (d) such Guarantor
shall furnish to the Administrative Agent the original copy of a receipt
evidencing payment thereof within thirty (30) days after such payment is made.

                  (ii) In addition, the Guarantors hereby agree to pay any
present or future stamp or documentary taxes and any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or
from the execution or delivery of, or otherwise with respect to, this Guaranty
("Other Taxes").

                  (iii) The Guarantors hereby agree to indemnify the
Administrative Agent, the LC Issuers and each Lender for the full amount of
Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed on amounts payable under this Section 17(A)) paid by the Administrative
Agent, the LC Issuers or such Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto. Payments due
under this indemnification shall be made within thirty (30) days of the date
the Administrative Agent, the LC Issuers or such Lender makes demand therefor.

                  (iv) Each Lender that is not incorporated under the laws of
the United States of America or a state thereof (each a "Non-U.S. Lender")
agrees that it will, not more than ten (10) Business Days after the date on
which it becomes a party to the Credit Agreements, (i) deliver to each of the
Company and the Administrative Agent two (2) duly completed copies of United


10
<PAGE>


States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either
case that such Lender is entitled to receive payments under this Guaranty
without deduction or withholding of any United States federal income taxes, and
(ii) deliver to each of the Company and the Administrative Agent a United
States Internal Revenue Form W-8 or W-9, as the case may be, and certify that
it is entitled to an exemption from United States backup withholding tax. Each
Non-U.S. Lender further undertakes to deliver to each of the Company and the
Administrative Agent (x) renewals or additional copies of such form (or any
successor form) on or before the date that such form expires or becomes
obsolete, and (y) after the occurrence of any event requiring a change in the
most recent forms so delivered by it, such additional forms or amendments
thereto as may be reasonably requested by the Company or the Administrative
Agent. All forms or amendments described in the preceding sentence shall
certify that such Lender is entitled to receive payments under this Guaranty
without deduction or withholding of any United States federal income taxes,
unless an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form or
amendment with respect to it and such Lender advises the Company and the
Administrative Agent in writing that it is not capable of receiving payments
without any deduction or withholding of United States federal income tax.

                  (v) For any period during which a Non-U.S. Lender has failed
to provide the Company with an appropriate form pursuant to clause (iv) above
(unless such failure is due to a change in treaty, law or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 17(A) with respect to Taxes imposed by the
United States, and each Guarantor, if required by law to do so, shall be
permitted to withhold such Taxes and pay the same to the appropriate United
States taxing authority; provided that, should a Non-U.S. Lender which is
otherwise exempt from or subject to a reduced rate of withholding tax become
subject to Taxes because of its failure to deliver a form required under clause
(iv), above, the Guarantors shall take such steps as such Non-U.S. Lender shall
reasonably request to assist such Non-U.S. Lender to recover such Taxes.

                  (vi) Any Lender that is entitled to an exemption from or
reduction of withholding tax with respect to payments under this Guaranty or
any Note pursuant to the law of any relevant jurisdiction or any treaty shall
deliver to the Company (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate.

                  (vii) If the IRS or any other governmental authority of the
United States or any other country or any political subdivision thereof asserts
a claim that the Administrative Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Administrative Agent of a change in circumstances which rendered its
exemption from withholding ineffective, or for any other reason), such Lender
shall indemnify the Administrative Agent fully for all amounts paid, directly
or indirectly, by the Administrative Agent as tax, withholding therefor, or
otherwise, including penalties and interest, and including taxes imposed


11
<PAGE>


by any jurisdiction on amounts payable to the Administrative Agent under this
subsection, together with all costs and expenses related thereto (including
attorneys' fees and time charges of attorneys for the Administrative Agent,
which attorneys may be employees of the Administrative Agent). The obligations
of the Lenders under this Section 17(A)(vii) shall survive the payment of the
Obligations and termination of this Guaranty.

                  (viii) Within 60 days after receipt of the written request of
the Company, each Lender, LC Issuer and Agent shall execute and deliver such
certificates, forms or other documents, which in each such case can be
reasonably furnished by such Lender, LC Issuer or Agent consistent with the
facts and which are reasonably necessary to assist any Guarantor in applying
for refunds of Taxes remitted by such Guarantor hereunder.

                  (ix) Each Lender, LC Issuer and Agent shall also use
commercially reasonable efforts to avoid and minimize any amounts which might
otherwise be payable by any Guarantor pursuant to this Section 17(A), except to
the extent that such Lender, LC Issuer or Agent, determines that such efforts
would be disadvantageous to such Lender, LC Issuer or Agent, as determined by
such Lender, LC Issuer or Agent and which determination, if made in good faith,
shall be binding and conclusive on all parties hereto.

                  (x) To the extent that the payment of any Lender's, LC
Issuer's or Agent's Taxes by any Guarantor hereunder gives rise from time to
time to a Tax Benefit to such Lender, LC Issuer or Agent in any jurisdiction
other than the jurisdiction which imposed such Taxes, such Lender, LC Issuer or
Agent shall pay to such Guarantor the amount of each such Tax Benefit so
recognized or received. The amount of each Tax Benefit and, therefore, payment
to such Guarantor will be determined from time to time by the relevant Lender,
LC Issuer or Agent in it sole discretion, which determination shall be binding
and conclusive on all parties hereto. Each such payment will be due and payable
by such Lender, LC Issuer or Agent to such Guarantor within a reasonable time
after the filing of the tax return in which such Tax Benefit is recognized or,
in the case of any tax refund, after the refund is received; provided, however,
if at any time thereafter such Lender, LC Issuer or Agent, is required to
rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or
nullified, the relevant Guarantor shall promptly, after notice thereof from
such Lender, LC Issuer or Agent, repay to such Lender, LC Issuer or Agent the
amount of such Tax Benefit previously paid to such Lender, LC Issuer or Agent
and which has been rescinded, disallowed or nullified. For purposes hereof, the
term "Tax Benefit" shall mean the amount by which any Lender's, LC Issuer's or
Agent's income tax liability for the taxable period in question is reduced
below what would have been payable had the relevant Guarantor not been required
to pay such Lender's LC Issuer's or Agent's Taxes hereunder

                  (B) Expenses of Enforcement, Etc. Subject to the terms of the
Credit Agreements, during the continuance of a Default under the 3-Year Credit
Agreement, the Long-Term Lenders shall have the right at any time, and, during
the continuance of a Default under the 364-Day Credit Agreement, the Short-Term
Lenders shall have the right at any time, to direct the Administrative Agent to
commence enforcement proceedings with respect to the Guaranteed Obligations.
The Guarantors agree to reimburse the Administrative Agent and the Holders of
Obligations for any reasonable costs and out-of-pocket expenses (including
reasonable attorneys' fees and time charges of attorneys for the Administrative
Agent and the Holders of Obligations, which attorneys may be employees of the
Administrative Agent or the Holders of Obligations)


12
<PAGE>


paid or incurred by the Administrative Agent or any Holders of Obligation in
connection with the collection and enforcement of amounts due under the Loan
Documents, including without limitation this Guaranty. The Administrative Agent
agrees to distribute payments received from any of the Guarantors hereunder to
the Holders of Obligations on a pro rata basis for application in accordance
with the terms of the respective Credit Agreements. Notwithstanding anything
herein or in any other Loan Document to the contrary, any and all provisions in
this Guaranty or in any other Loan Document that obligates any Guarantor to pay
the attorney's fees or expenses of another Person shall be deemed to obligate
such Guarantor to pay the actual and reasonable attorney's fees and expenses of
such Person and such fees and expenses shall be calculated without giving
effect to any statutory presumptions as to the reasonableness or the amount
thereof that may apply under applicable law.

         SECTION 18. Setoff. During the continuation of a Default, each Holder
of Obligations and the Administrative Agent may, without notice to any
Guarantor and regardless of the acceptance of any security or collateral for
the payment hereof, appropriate and apply toward the payment of all or any part
of the Guaranteed Obligations (i) any indebtedness due or to become due from
such Holder of Obligations or the Administrative Agent to any Guarantor, and
(ii) any moneys, credits or other property belonging to any Guarantor, at any
time held by or coming into the possession of such Holder of Obligations or the
Administrative Agent or any of their respective affiliates.

         SECTION 19. Financial Information. Each Guarantor hereby assumes
responsibility for keeping itself informed of the financial condition of the
Borrowers and any and all endorsers and/or other Guarantors of all or any part
of the Guaranteed Obligations, and of all other circumstances bearing upon the
risk of nonpayment of the Guaranteed Obligations, or any part thereof, that
diligent inquiry would reveal, and each Guarantor hereby agrees that none of
the Holders of Obligations or the Administrative Agent shall have any duty to
advise such Guarantor of information known to any of them regarding such
condition or any such circumstances. In the event any Holder of Obligations or
the Administrative Agent, in its sole discretion, undertakes at any time or
from time to time to provide any such information to a Guarantor, such Holder
of Obligations or the Administrative Agent shall be under no obligation (i) to
undertake any investigation not a part of its regular business routine, (ii) to
disclose any information which such Holder of Obligations or the Administrative
Agent, pursuant to accepted or reasonable commercial finance or banking
practices, wishes to maintain confidential or (iii) to make any other or future
disclosures of such information or any other information to such Guarantor.

         SECTION 20. Severability. Wherever possible, each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.

         SECTION 21. Merger. This Guaranty represents the final agreement of
each of the Guarantors with respect to the matters contained herein and may not
be contradicted by evidence


13
<PAGE>


of prior or contemporaneous agreements, or subsequent oral agreements, between
the Guarantor and any Holder of Obligations or the Administrative Agent.

         SECTION 22. Headings. Section headings in this Guaranty are for
convenience of reference only and shall not govern the interpretation of any
provision of this Guaranty.

         SECTION 23. Release of Guarantors. Upon the liquidation or dissolution
of any Guarantor, or the sale of all of the Capital Stock of any Guarantor
owned by the Company and its Subsidiaries, in each case which does not violate
the terms of any Loan Document or is consented to in writing by the Required
Lenders or all of the Lenders, as applicable, such Guarantor shall be
automatically released from all obligations under this Guaranty and any other
Loan Documents to which it is a party (other than contingent indemnity
obligations), and upon at least five (5) Business Days' prior written request
by the Company, the Administrative Agent shall (and is hereby irrevocably
authorized by the Lenders to) execute such documents as may be necessary to
evidence the release of the applicable Guarantor from its obligations under
this Guaranty and such other Loan Documents; provided, however, that (i) the
Administrative Agent shall not be required to execute any such document on
terms which, in the Administrative Agent's reasonable opinion, would expose the
Administrative Agent to liability or create any obligation or entail any
consequence other than the release of such Guarantor without recourse or
warranty, and (ii) such release shall not in any manner discharge, affect or
impair the Obligations of the Borrowers, any other Guarantor's obligations
under this Guaranty, or, if applicable, any obligations of the Company or any
Subsidiary in respect of the proceeds of any such sale retained by the Company
or any Subsidiary.


                     REMAINDER OF PAGE INTENTIONALLY BLANK


14
<PAGE>


                  IN WITNESS WHEREOF, the Initial Guarantors have caused this
Guaranty to be duly executed by its authorized officer as of the day and year
first above written.


                                    Acuity Lighting Group, Inc.


                                    By:
                                       ----------------------------------------
                                    Its:
                                        ---------------------------------------



                                    Acuity Specialty Products Group, Inc.


                                    By:
                                       ----------------------------------------
                                    Its:
                                        ---------------------------------------




SIGNATURE PAGE TO GUARANTY


<PAGE>


                              ANNEX I TO GUARANTY

                  Reference is hereby made to the Guaranty (the "Guaranty")
made as of the 2nd day of April, 2002, by and among Acuity Lighting Group,
Inc., a Delaware corporation and Acuity Specialty Products Group, Inc., a
Delaware corporation (the "Initial Guarantors" and along with any additional
Subsidiaries of the Borrower, which become parties thereto and together with
the undersigned, the "Guarantors") in favor of the Administrative Agent, for
the ratable benefit of the Holders of Obligations, under the Credit Agreements.
Capitalized terms used herein and not defined herein shall have the meanings
given to them in the Guaranty. By its execution below, the undersigned [NAME OF
NEW GUARANTOR], a [_______________] [corporation] [partnership] [limited
liability company], agrees to become, and does hereby become, a Guarantor under
the Guaranty and agrees to be bound by such Guaranty as if originally a party
thereto. By its execution below, the undersigned represents and warrants as to
itself that all of the representations and warranties contained in Section 2 of
the Guaranty are true and correct in all material respects as of the date
hereof.

                  IN WITNESS WHEREOF, [NAME OF NEW GUARANTOR], a
[_______________] [corporation] [partnership] [limited liability company] has
executed and delivered this Annex I counterpart to the Guaranty as of this
__________ day of _________, ____.


                                    [NAME OF NEW GUARANTOR]


                                    By:
                                       ----------------------------------------
                                    Its:
                                        ---------------------------------------




SIGNATURE PAGE TO GUARANTY


<PAGE>


                                   EXHIBIT I

                           FORM OF ASSUMPTION LETTER

                           Form of Assumption Letter

                                                            _____________, 20__


To the Administrative Agent and
the Lenders party to the
Credit Agreement referred
to below
Ladies and Gentlemen:

                  Reference is made to that certain 3-Year Revolving Credit
Agreement dated as of April 8, 2002 by and among ACUITY BRANDS, INC., the
Subsidiary Borrowers from time to time parties thereto, the financial
institutions from time to time parties thereto as lenders (the "Lenders"), and
Bank One, NA (having its principal office in Chicago, IL), as contractual
representative for itself and the other Lenders (the "Administrative Agent")
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"). Terms defined in the Credit Agreement
and used herein are used herein as defined therein.

                  The undersigned, ______________ (the "Subsidiary"), a
__________ [corporation], wishes to become a "Subsidiary Borrower" under the
Credit Agreement, and accordingly hereby agrees that from the date hereof it
shall become a "Subsidiary Borrower" under the Credit Agreement and agrees that
from the date hereof and until the payment in full of the principal of and
interest on all Advances made to it under the Credit Agreement and performance
of all of its other obligations thereunder, and termination hereunder of its
status as a "Subsidiary Borrower" as provided below, it shall perform, comply
with and be bound by each of the provisions of the Credit Agreement which are
stated to apply to a "Borrower" or a "Subsidiary Borrower." Without limiting
the generality of the foregoing, the Subsidiary hereby represents and warrants
that it has heretofore received a true and correct copy of the Credit Agreement
(including any modifications thereof or supplements or waivers thereto) as in
effect on the date hereof. In addition, the Subsidiary hereby authorizes each
of the other Borrowers to act on its behalf as and to the extent provided for
in Article II of the Credit Agreement in connection with the selection of Types
and Interest Periods for Advances and the conversion and continuation of
Advances.

                  The Subsidiary further represents and warrants:

                  (A)      Existence and Standing. Such Subsidiary is a
         corporation, partnership or limited liability company duly and
         properly incorporated or organized, as the case may be, validly
         existing and (to the extent such concept applies to such entity) in
         good standing under the laws of its jurisdiction of incorporation or
         organization and has all requisite authority to conduct its business
         in each jurisdiction in which its business is
<PAGE>


         conducted, except to the extent that the failure to have such standing
         or authority could not reasonably be expected to have a Material
         Adverse Effect.

                  (B)      Authorization and Validity. Such Subsidiary (to the
         extent applicable) has the power and authority and legal right to
         execute and deliver the this Assumption Letter and the other
         Transaction Documents to which it is a party and to perform its
         obligations thereunder or which have been filed by it as required by
         the Credit Agreement. The execution and delivery by such Subsidiary of
         the Transaction Documents to which it is a party and the performance
         of its obligations thereunder have been duly authorized by proper
         proceedings, and the Transaction Documents to which such entity is a
         party constitute legal, valid and binding obligations of such entity
         enforceable against such entity in accordance with their terms, except
         as enforceability may be limited by bankruptcy, insolvency or similar
         laws affecting the enforcement of creditors' rights generally or by
         general equitable principles.

                  (C)      No Conflict; Government Consent. Neither the
         execution and delivery by such Subsidiary of the Transaction
         Documents, nor the consummation of the other transactions therein
         contemplated, nor compliance with the provisions thereof will violate
         (i) any law, rule, regulation, order, writ, judgment, injunction,
         decree or award binding on such Subsidiary or (ii) such Subsidiary's
         articles or certificate of incorporation, partnership agreement,
         certificate of partnership, articles or certificate of organization,
         by-laws, or operating agreement or other management agreement, as the
         case may be, or (iii) the provisions of any indenture, instrument or
         agreement to which such Subsidiary is a party or is subject, or by
         which it, or its Property, is bound, or conflict with, or constitute a
         default under, or result in, or require, the creation or imposition of
         any Lien in, of or on the Property of such Subsidiary pursuant to the
         terms of, any such indenture, instrument or agreement. No order,
         consent, adjudication, approval, license, authorization, or validation
         of, or filing, recording or registration with, or exemption by, or
         other action in respect of any governmental or public body or
         authority, or any subdivision thereof, which has not been obtained by
         such Subsidiary, is required to be obtained by such Subsidiary in
         connection with the execution and delivery of the Transaction
         Documents, the borrowings under the Credit Agreement, the payment and
         performance by such Subsidiary of the Obligations or the legality,
         validity, binding effect or enforceability of any of the Transaction
         Documents.

                  So long as the principal of and interest on all Advances made
to the Subsidiary under the Credit Agreement shall have been repaid or paid in
full, all Facility LCs issued for the account of the Subsidiary have expired or
been returned and terminated and all other Obligations of the Subsidiary (other
than continent indemnity obligations) under the Credit Agreement shall have
been fully performed, the Company may, by not less than five (5) Business Days'
prior notice to the Administrative Agent (who shall promptly notify the Lenders
thereof) terminate its status as a "Subsidiary Borrower" or "Borrower", and
such Subsidiary shall be released from any future liability (other than
contingent indemnity obligations) as a "Subsidiary Borrower" or "Borrower"
under the Credit Agreement and the other Loan Documents.

                  CHOICE OF LAW. THIS ASSUMPTION LETTER SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT
OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


2
<PAGE>


                  IN WITNESS WHEREOF, the Subsidiary has duly executed and
delivered this Assumption Letter as of the date and year first above written.


                                             [Name of Subsidiary Borrower]


                                             By:
                                                -------------------------------
                                             Title:
                                             Address for Notices under the
                                             Credit Agreement:


Consented to:


ACUITY BRANDS, INC.


By:
   -------------------------------
Name:
Title:


3
<PAGE>


                                   EXHIBIT J

                       FORM OF COMMITMENT AND ACCEPTANCE

                       Form of Commitment and Acceptance

                                Dated [_______]


                  Reference is made to the 3-Year Revolving Credit Agreement,
dated as of April 8, 2002 (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement") among Acuity Brands, Inc.,
a Delaware corporation (the "COMPANY"), the Subsidiary Borrowers from time to
time parties thereto, the institutions from time to time parties thereto as
lenders (the "LENDERS") and Bank One, NA (Main Office -- Chicago), in its
capacity as contractual representative capacity (the "ADMINISTRATIVE AGENT").
Terms defined in the Credit Agreement are used herein with the same meaning.

                  Pursuant to Section 2.24 of the Credit Agreement, the Company
has requested an increase in the Aggregate Commitment from $______________ to
$_____________. Such increase in the Aggregate Commitment is to become
effective on the date (the "Effective Date") which is the later of (i)
_________, ____ and (ii) the date on which the conditions precedent set forth
in Section 2.24 in respect of such increase have been satisfied. In connection
with such requested increase in the Aggregate Commitment, the Borrowers, the
Administrative Agent and _________________ (the "Accepting Bank") hereby agree
as follows:

         1.       Effective as of the Effective Date, [the Accepting Bank shall
become a party to the Credit Agreement as a Lender and shall have all of the
rights and obligations of a Lender thereunder and shall thereupon have a
Commitment under and for purposes of the Credit Agreement in an amount equal to
the] [the Commitment of the Accepting Bank under the Credit Agreement shall be
increased from $_________ to the] amount set forth opposite the Accepting
Bank's name on the signature page hereof.

         2.       [The Accepting Bank hereby (i) confirms that it has received
a copy of the Credit Agreement, together with copies of the financial
statements and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Commitment and Acceptance Agreement; (ii) agrees that it will, independently
and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes the Administrative
Agent to take such action as contractual representative on its behalf and to
exercise such powers under the Credit Agreement and the other Loan Documents as
are delegated to the Administrative Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; and (iv) agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Lender.]


<PAGE>


         3.       The Borrowers hereby represent and warrant that as of the
date hereof and as of the Effective Date, (a) all representations and
warranties shall be true and correct in all material respects as though made on
such date and (b) no event shall have occurred and then be continuing which
constitutes a Default or an Unmatured Default.

         4.       THIS COMMITMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (INCLUDING ss.735 ILCS
105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.

         5.       This Commitment and Acceptance Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

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


                                    [BORROWERS]


                                    By:
                                       ----------------------------------------
                                    Title:


                                    BANK ONE, NA (Main Office, Chicago), as
                                    Administrative Agent


                                    By:
                                       ----------------------------------------
                                    Title:


COMMITMENT                          ACCEPTING BANK

$                                   [BANK]


                                    By:
                                       ----------------------------------------
                                    Title:


2
<PAGE>


                          REAFFIRMATIONS OF GUARANTORS

                  Each of the undersigned hereby acknowledges receipt of the
foregoing Commitment and Acceptance. Capitalized terms used in this
Reaffirmation and not defined herein shall have the meanings given to them in
the Credit Agreement referred to in the foregoing Commitment and Acceptance.
Without in any way establishing a course of dealing by the Administrative Agent
or any Lender, the undersigned reaffirms the terms and conditions of the
Guaranty dated as of April 8, 2002 executed by it and acknowledges and agrees
that such Guaranty and each and every other Loan Document executed by the
undersigned in connection with the Credit Agreement remain in full force and
effect and are hereby ratified, reaffirmed and confirmed. All references to the
Credit Agreement contained in the above-referenced documents shall be a
reference to the Credit Agreement as so amended by the Commitment and
Acceptance and as the same may from time to time hereafter be amended, modified
or restated. The failure of any Guarantor to sign this Reaffirmation shall not
release, discharge or otherwise affect the obligations of any of the Guarantors
hereunder or under the Guaranty.


                                             [GUARANTORS]


                                             By:
                                                -------------------------------
                                             Its:
                                                 ------------------------------



3

</TEXT>
</DOCUMENT>
