BALL CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>chi365065.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                   Exhibit 10.1



                                                              EXECUTION VERSION

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

                                  $800,000,000

                                (euro)414,000,000

                                (pound)79,000,000

                                CREDIT AGREEMENT
                                      among
                                BALL CORPORATION,

                    CERTAIN SUBSIDIARIES OF BALL CORPORATION,
                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                             as Administrative Agent
                                       and
                          VARIOUS LENDING INSTITUTIONS
                          Dated as of December 19, 2002

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

                                   Arranged by

                          DEUTSCHE BANK SECURITIES INC.
                       AND BANC OF AMERICA SECURITIES LLC
    as Joint Lead Arrangers, Joint Mandated Arrangers and Joint Book Managers

                                      with
                              BANK OF AMERICA, N.A.
                              as Syndication Agent

                                       and
                                  BANK ONE, NA,
                          LEHMAN COMMERCIAL PAPER INC.
                                 AND BNP PARIBAS
                           as Co-Documentation Agents
<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                                Page

<S>      <C>                                                                                                    <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS.......................................................................2
         1.1      Definitions.....................................................................................2
         1.2      Accounting Terms; Financial Statements.........................................................57
         1.3      Calculation of Exchange Rate...................................................................58

ARTICLE II  AMOUNT AND TERMS OF CREDIT...........................................................................58
         2.1      The Commitments................................................................................58
         2.2      Notes..........................................................................................63
         2.3      Minimum Amount of Each Borrowing; Maximum Number of Borrowings.................................63
         2.4      Borrowing Options..............................................................................64
         2.5      Notice of Borrowing............................................................................64
         2.6      Conversion or Continuation.....................................................................65
         2.7      Disbursement of Funds..........................................................................65
         2.8      Utilization of Multicurrency Revolving Commitments in an Alternative
                  Currency.......................................................................................66
         2.9      Additional Facility............................................................................67
         2.10     Letters of Credit..............................................................................68
         2.11     Pro Rata Borrowings............................................................................76

ARTICLE IIA  CANADIAN REVOLVER...................................................................................77
         2A.1     The Canadian Revolving Commitments.............................................................77
         2A.2     Notes..........................................................................................77
         2A.3     Minimum Amount of Each Borrowing; Maximum Number of Borrowings.................................77
         2A.4     Borrowing Options..............................................................................78
         2A.5     Notice of Canadian Borrowing...................................................................78
         2A.6     Conversion or Continuation.....................................................................78
         2A.7     Disbursement of Funds..........................................................................79
         2A.8     Pro Rata Borrowings............................................................................80
         2A.9     Bankers' Acceptances...........................................................................80

ARTICLE III  INTEREST AND FEES...................................................................................83
         3.1      Interest.......................................................................................83
         3.2      Fees...........................................................................................85
         3.3      Computation of Interest and Fees...............................................................86
         3.4      Interest Periods...............................................................................86
         3.5      Compensation for Funding Losses................................................................87
         3.6      Increased Costs, Illegality, Etc...............................................................88
         3.7      Replacement of Affected Lenders................................................................91

ARTICLE IV  REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS...................................................92
         4.1      Voluntary Reduction of Commitments.............................................................92
         4.2      Mandatory Reduction of Term Commitments........................................................92
         4.3      Voluntary Prepayments..........................................................................92
         4.4      Mandatory Prepayments..........................................................................93
         4.5      Application of Prepayments; Waiver of Certain Prepayments......................................96
         4.6      Method and Place of Payment....................................................................98
         4.7      Net Payments...................................................................................99

ARTICLE V  CONDITIONS OF CREDIT.................................................................................102
         5.1      Conditions Precedent to the Initial Borrowing.................................................102
         5.2      Conditions Precedent to All Credit Events.....................................................108

ARTICLE VI  REPRESENTATIONS AND WARRANTIES......................................................................109
         6.1      Corporate Status..............................................................................109
         6.2      Corporate Power and Authority.................................................................109
         6.3      No Violation..................................................................................110
         6.4      Governmental and Other Approvals..............................................................110
         6.5      Financial Statements; Financial Condition; Undisclosed Liabilities Projections; Etc...........110
         6.6      Litigation....................................................................................112
         6.7      True and Complete Disclosure..................................................................112
         6.8      Use of Proceeds; Margin Regulations...........................................................113
         6.9      Taxes.........................................................................................113
         6.10     Compliance With ERISA.........................................................................114
         6.11     Security Documents............................................................................114
         6.12     Documents.....................................................................................115
         6.13     Ownership of Property.........................................................................115
         6.14     Capitalization of Company.....................................................................116
         6.15     Subsidiaries..................................................................................116
         6.16     Compliance With Law, Etc......................................................................117
         6.17     Investment Company Act........................................................................117
         6.18     Public Utility Holding Company Act............................................................117
         6.19     Environmental Matters.........................................................................117
         6.20     Labor Relations...............................................................................118
         6.21     Intellectual Property, Licenses, Franchises and Formulas......................................118
         6.22     Foreign Pension Matters.......................................................................118
         6.23     Schmalbach Acquisition........................................................................119

ARTICLE VII  AFFIRMATIVE COVENANTS..............................................................................119
         7.1      Financial Statements..........................................................................119
         7.2      Certificates; Other Information...............................................................120
         7.3      Notices.......................................................................................121
         7.4      Conduct of Business and Maintenance of Existence..............................................122
         7.5      Payment of Obligations........................................................................122
         7.6      Inspection of Property, Books and Records.....................................................123
         7.7      ERISA.........................................................................................123
         7.8      Maintenance of Property, Insurance............................................................124
         7.9      Environmental Laws............................................................................125
         7.10     Interest Rate Protection......................................................................126
         7.11     Use of Proceeds...............................................................................126
         7.12     Additional Security; Further Assurances.......................................................126
         7.13     End of Fiscal Years; Fiscal Quarters..........................................................128
         7.14     Foreign Subsidiaries Security.................................................................128
         7.15     Foreign Pension Plan Compliance...............................................................129

ARTICLE VIII  NEGATIVE COVENANTS................................................................................129
         8.1      Liens.........................................................................................129
         8.2      Indebtedness..................................................................................131
         8.3      Fundamental Changes...........................................................................133
         8.4      Asset Sales...................................................................................133
         8.5      Dividends or Other Distributions..............................................................135
         8.6      Issuance of Stock.............................................................................136
         8.7      Loans, Investment and Acquisitions............................................................137
         8.8      Transactions with Affiliates..................................................................138
         8.9      Sale-Leasebacks...............................................................................138
         8.10     Restrictions on Credit Support to the BAP Group and any Permitted
                  Aerospace JV..................................................................................139
         8.11     Lines of Business.............................................................................139
         8.12     Fiscal Year...................................................................................139
         8.13     Limitation on Voluntary Payments and Modifications of Indebtedness;
                  Modifications of Certificate of Incorporation, By-Laws and Certain
                  Other Agreements; Certain Derivative Transactions, Etc........................................139
         8.14     Limitation on Certain Restrictions on Subsidiaries............................................140
         8.15     Accounting Changes............................................................................141

ARTICLE IX  FINANCIAL COVENANTS.................................................................................141
         9.1      Interest Coverage Ratio.......................................................................142
         9.2      Leverage Ratio................................................................................142
         9.3      Fixed Charge Coverage Ratio...................................................................142

ARTICLE X  EVENTS OF DEFAULT....................................................................................143
         10.1     Events of Default.............................................................................143
         10.2     Rights Not Exclusive..........................................................................146

ARTICLE XI  ADMINISTRATIVE AGENT................................................................................146
         11.1     Appointment...................................................................................146
         11.2     Nature of Duties..............................................................................147
         11.3     Exculpation, Rights Etc.......................................................................147
         11.4     Reliance......................................................................................148
         11.5     Indemnification...............................................................................148
         11.6     Administrative Agent In Its Individual Capacity...............................................148
         11.7     Notice of Default.............................................................................149
         11.8     Holders of Obligations........................................................................149
         11.9     Resignation by Administrative Agent...........................................................149
         11.10    The Joint Lead Arrangers, Joint Mandated Arrangers, Joint Book Managers,
                  Syndication Agent and Co-Documentation Agents.................................................150

ARTICLE XII  MISCELLANEOUS......................................................................................150
         12.1     No Waiver; Modifications in Writing...........................................................150
         12.2     Further Assurances............................................................................153
         12.3     Notices, Etc..................................................................................153
         12.4     Costs, Expenses and Taxes; Indemnification....................................................153
         12.5     Confirmations.................................................................................156
         12.6     Adjustment; Setoff............................................................................156
         12.7     Execution in Counterparts.....................................................................157
         12.8     Binding Effect; Assignment; Addition and Substitution of Lenders..............................157
         12.9     CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL..........................................160
         12.10    Release of Collateral.........................................................................161
         12.11    GOVERNING LAW.................................................................................162
         12.12    Severability of Provisions....................................................................162
         12.13    Transfers of Notes............................................................................162
         12.14    Registry......................................................................................162
         12.15    Euro Currency.................................................................................163
         12.16    Headings......................................................................................163
         12.17    Termination of Agreement......................................................................163
         12.18    Confidentiality...............................................................................164
         12.19    Concerning the Collateral and the Loan Documents..............................................164
         12.20    Effectiveness.................................................................................166
         12.21    Intentionally Omitted.........................................................................166
         12.22    Restrictions on Guarantees and Pledges........................................................166

ARTICLE XIII  COLLECTION ACTION MECHANISM.......................................................................167
         13.1     Implementation of CAM.........................................................................167
         13.2     Letters of Credit.............................................................................168

ARTICLE XIV  COMPANY GAURANTY...................................................................................169
         14.1     The Company Guaranty..........................................................................169
         14.2     Insolvency....................................................................................170
         14.3     Nature of Liability...........................................................................170
         14.4     Independent Obligation........................................................................170
         14.5     Authorization.................................................................................170
         14.6     Reliance......................................................................................171
         14.7     Subordination.................................................................................172
         14.8     Waiver........................................................................................172
         14.9     Nature of Liability...........................................................................173
</TABLE>
<PAGE>


                         INDEX OF EXHIBITS AND SCHEDULES

                                    Exhibits

Exhibit 2.1(c)         Form of Swing Line Loan Participation Certificate
Exhibit 2.2(a)(1)      Form of Term A Note
Exhibit 2.2(a)(2)      Form of Term B Dollar Note
Exhibit 2.2(a)(3)      Form of Term B Euro Note
Exhibit 2.2(a)(4)      Form of Multicurrency Revolving Note
Exhibit 2.2(a)(5)      Form of U.S. Swing Line Note
Exhibit 2.2(a)(6)      Form of European Swing Line Note
Exhibit 2.5            Form of Notice of Borrowing
xhibit 2.6             Form of Notice of Conversion or Continuation
Exhibit 2.10(c)        Form of Letter of Credit Request
Exhibit 2A.2(a)        Form of Canadian Revolving Note
Exhibit 2A.5           Form of Notice of Canadian Borrowing
Exhibit 2A.6           Form of Notice of Canadian Conversion or Continuation
Exhibit 4.7(d)         Form of Section 4.7(d) Certificate
Exhibit 5.1(b)(i)      Form of United States Loan Guaranty
Exhibit 5.1(b)(ii)     Form of United States Pledge Agreement
Exhibit 5.1(b)(iii)    Form of Canadian Loan Guaranty
Exhibit 5.1(b)(iv)     Form of Canadian Pledge Agreement
Exhibit 5.1(c)(i)      Form of European Loan Guaranty
Exhibit 5.1(c)(ii)     Form of European Pledge Agreement
Exhibit 5.1(d)         Form of Opinion of Borrowers' Counsel
Exhibit 5.1(e)         Form of Officer's Certificate
Exhibit 5.1(f)         Form of Secretary's Certificate
Exhibit 5.1(y)         Form of Post-Closing Agreement
Exhibit 7.2(a)         Form of Compliance Certificate Pursuant to Section 7.2(a)
Exhibit 12.1(b)        Form of Joinder Agreement
Exhibit 12.8(c)        Form of Assignment and Assumption Agreement

                                    Schedules

Schedule 1.1(a)        Commitments
Schedule 1.1(b)        Multicurrency Revolver Sublimits
Schedule 1.1(c)        Consolidated EBITDA
Schedule 1.1(d)        Subsidiary Borrowers
Schedule 2.10(j)       Letters of Credit Outstanding
Schedule 5.1(c)        European Guaranties and Security Documents
Schedule 5.1(r)        Transaction Waivers
Schedule 6.3           Approvals and Consents
Schedule 6.4           Governmental Approval
Schedule 6.5(a)        Pro Forma Balance Sheet
Schedule 6.5(d)        Indebtedness
Schedule 6.5(e)        Projections
Schedule 6.11          Pledge Agreement Filings
Schedule 6.15          Organization of Subsidiaries
Schedule 6.22          Foreign Pension Plans
Schedule 8.1           Liens
Schedule 8.7           Existing Investments
Schedule 8.14(a)       Existing Restrictions on Subsidiaries
Schedule 12.3          Notice Addresses
<PAGE>

                                CREDIT AGREEMENT

                  THIS CREDIT AGREEMENT is dated as of December 19, 2002 and is
made by and among Ball Corporation, an Indiana corporation ("Company"), Ball
European Holdings, Sarl, a corporation organized under the laws of Luxembourg
("European Holdco"), Ball Packaging Products Canada Corp., a company organized
under the laws of the Province of Nova Scotia ("Canadian Borrower"), each
Subsidiary Borrower (as defined herein), the undersigned financial institutions,
including Deutsche Bank AG, New York Branch, in their capacities as lenders
hereunder (collectively, the "Lenders," and each individually, a "Lender"), The
Bank of Nova Scotia, as Canadian administrative agent ("Canadian Administrative
Agent") and Deutsche Bank AG, New York Branch, as administrative agent
("Administrative Agent") for the Lenders.

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

                  WHEREAS, Borrowers have requested that the Lenders (i) make
term loans to Company in the aggregate principal amount of $350 million maturing
on December 19, 2009; (ii) make term loans to European Holdco in the aggregate
Dollar Equivalent principal amount of $250 million denominated in Euros and
Sterling maturing on December 19, 2007; (iii) make term loans to European Holdco
in the aggregate Dollar Equivalent amount of $300 million denominated in Euros
maturing on December 19, 2009; (iv) provide a multicurrency revolving credit
facility maturing on December 19, 2007 (including a letter of credit
subfacility), to Company, European Holdco and Subsidiary Borrowers in an
aggregate principal amount not to exceed the Dollar Equivalent of $415 million
and (v) provide a revolving credit facility to Canadian Borrower in an aggregate
amount not to exceed the Dollar Equivalent of $35 million at any time
outstanding denominated in Canadian Dollars and maturing on December 19, 2007;

                  WHEREAS, the proceeds of the term loans described above will
be used by Company and European Holdco and certain of the proceeds of the
revolving loans described above will be used by Company to consummate the
Schmalbach Acquisition and to repay certain outstanding indebtedness of
Borrowers;

                  WHEREAS, the proceeds of the revolving credit facility
described above will be used by Borrowers for ongoing working capital and
general corporate purposes; and

                  WHEREAS, the Lenders are willing to extend commitments to make
the term loans and revolving credit loans to Borrowers for the purposes
specified above and only on the terms and subject to the conditions set forth
herein;

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained and, among other things, the assignment of and
the grant of a security interest in the Pledged Securities by Company and
certain of its Subsidiaries in favor of Collateral Agent for the benefit of the
Secured Creditors pursuant to the Pledge Agreements, the parties hereto agree as
follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         1.1 Definitions. As used herein, and unless the context requires a
different meaning, the following terms have the meanings indicated:

                  "Acceptance Fee" means a fee payable in Canadian Dollars by
Canadian Borrower to Canadian Administrative Agent for the account of a Canadian
Revolving Lender with respect to the acceptance of a B/A or the making of a B/A
Equivalent Loan on the date of such acceptance or loan, equal to the Applicable
B/A Margin of the face amount of such B/A or B/A Equivalent Loan calculated on
the basis of the number of days in the applicable Contract Period (including the
date of acceptance and excluding the date of maturity) and a year of 365 days
(it being agreed that the rate per annum applicable to the B/A Equivalent Loan
is equivalent to the rate per annum otherwise applicable to the Bankers'
Acceptance which has been replaced by the making of such B/A Equivalent Loan
pursuant to Section 2A.9).

                  "Acquisition" means (i) the purchase by a Person of a business
or business unit conducted by another Person (whether through the acquisition of
Capital Stock or assets) or (ii) the merger, consolidation or amalgamation of
any Person with any other Person.

                  "Acquisition Agreement" means that certain Share Sale and
Transfer Agreement between Schmalbach and AV Packaging GmbH and Ball
Pan-European Holdings, Inc. and Company dated August 29, 2002, as the same may
be amended, supplemented or otherwise modified in accordance with the terms
hereof.

                  "Acquisition Documents" means the Acquisition Agreement and
all other related agreements and documents in connection with the Schmalbach
Acquisition.

                  "Additional Security Documents" means all guarantees and
pledge agreements and other related documents entered into pursuant to Section
7.12 with respect to additional Collateral.

                  "Additional Term Loans" has the meaning assigned to that term
in Section 2.9(a).

                  "Adjusted Working Capital" means the difference between (i)
the amount, without duplication, that is classified on a consolidated balance
sheet of Company and its Subsidiaries as the consolidated current assets of
Company and its Subsidiaries in accordance with GAAP excluding Cash and Cash
Equivalents and (ii) the amount, without duplication, that is classified on a
consolidated balance sheet of Company and its Subsidiaries as the consolidated
current liabilities of Company and its Subsidiaries in accordance with GAAP
excluding all short-term borrowings, the current portion of long-term
indebtedness, the current portion of deferred taxes and the current portion of
Capitalized Lease Obligations.

                  "Administrative Agent" has the meaning assigned to that term
in the introduction to this Agreement and any successor Administrative Agent in
such capacity, provided that, unless the context otherwise requires, when used
in respect of payments and notices pertaining to Canadian Revolving Loans, the
term "Administrative Agent" shall mean Canadian Administrative Agent.

                  "Aerospace Asset Disposition" means (i) an Asset Disposition
by Company or any of its Subsidiaries of all or a portion of (a) the Aerospace
Business (whether or not such disposition is to any Permitted Aerospace JV), (b)
the Capital Stock of a Person holding only the Aerospace Business or (c) the
Capital Stock of any Permitted Aerospace JV or (ii) the receipt by Company or
any of its Subsidiaries of a liquidating dividend in respect of an interest in
the Capital Stock of any Permitted Aerospace JV.

                  "Aerospace Business" means the assets constituting the
business of Ball Aerospace and its Subsidiaries on the date hereof and business
reasonably related or incidental to such business, but excluding all Cash and
Cash Equivalents held by Ball Aerospace and its Subsidiaries other than Cash and
Cash Equivalents held in the ordinary course of business and in an amount
consistent with past practices.

                  "Affiliate" means, with respect to any Person, any Person or
group acting in concert in respect of the Person in question that, directly or
indirectly, controls or is controlled by or is under common control with such
Person, provided that, neither DB nor any Affiliate of DB shall be deemed to be
an Affiliate of Borrower. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any Person or group of Persons,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of management and policies of such Person, whether through
the ownership of voting securities or by contract or otherwise. A Person shall
be deemed to control a corporation if such Person is the "beneficial owner" as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of
10% or more of the securities having ordinary voting power for the election of
directors of such corporation.

                  "Agent" or "Agents" means Administrative Agent and/or Canadian
Administrative Agent, as the context may require.

                  "Agreement" means this Credit Agreement, as the same may at
any time be amended, supplemented or otherwise modified in accordance with the
terms hereof and in effect.

                  "Alternative Currency" means at any time, Euros or Sterling.

                  "Alternative Currency Loan" means any Loan denominated in a
currency other than Dollars.

                  "Applicable B/A Margin" means at any date, the applicable
percentage set forth in the following table under column Applicable B/A Margin
opposite the Most Recent Leverage Ratio as of such date:

------------------------------------------- ------------------------------------
                                                       Applicable B/A
      Most Recent Leverage Ratio                           Margin
------------------------------------------- ------------------------------------
          Less than 2.0 to 1                               1.25%
------------------------------------------- ------------------------------------
   Equal to or greater than 2.0 to 1
        but less than 2.5 to 1                             1.50%
------------------------------------------- ------------------------------------
   Equal to or greater than 2.5 to 1
        but less than 3.0 to 1                             1.75%
------------------------------------------- ------------------------------------
   Equal to or greater than 3.0 to 1                       2.00%
------------------------------------------- ------------------------------------

                  "Applicable Base Rate Margin" means at any date, (i) with
respect to Multicurrency Revolving Loans, the applicable percentage set forth in
the following table under the column Applicable Base Rate Margin for
Multicurrency Revolving Loans opposite the Most Recent Leverage Ratio as of such
date and (ii) with respect to Term B Dollar Loans, the applicable percentage set
forth under the column Applicable Base Rate Margin for Term B Dollar Loans
opposite the Most Recent Leverage Ratio as of such date:

<TABLE>
<CAPTION>
--------------------------------------------- --------------------------------- ---------------------------
                                              Applicable Base Rate Margin for           Applicable
                                                                                        Base Rate
                                                                                        Margin for
                Most Recent                                                               Term B
               Leverage Ratio                  Multicurrency Revolving Loans           Dollar Loans
--------------------------------------------- --------------------------------- ---------------------------
<S>                                                        <C>                            <C>
             Less than 2.0 to 1                            0.25 %                         1.50 %
--------------------------------------------- --------------------------------- ---------------------------
 Equal to or greater than 2.0 to 1 but less                0.50 %                         1.50 %
               than 2.5 to 1
--------------------------------------------- --------------------------------- ---------------------------
 Equal to or greater than 2.5 to 1 but less                0.75 %                         1.50 %
               than 3.0 to 1
--------------------------------------------- --------------------------------- ---------------------------
     Equal to or greater than 3.0 to 1                     1.00 %                         1.50 %
--------------------------------------------- --------------------------------- ---------------------------
</TABLE>

;provided, that the Applicable Base Rate Margin for Term B Dollar Loans shall
equal 1.75% at any time the Most Recent Leverage Ratio is equal to or greater
than 3.5 to 1.

                  "Applicable Canadian Prime Rate Margin" means at any date, the
applicable percentage set forth in the following table under the column
Applicable Canadian Prime Rate Margin opposite the Most Recent Leverage Ratio as
of such date:

<TABLE>
<CAPTION>
------------------------------------------------------------ -------------------------------------------------------
                Most Recent Leverage Ratio                           Applicable Canadian Prime Rate Margin
------------------------------------------------------------ -------------------------------------------------------
<S>                                                                                  <C>
                    Less than 2.0 to 1                                               0.25 %
------------------------------------------------------------ -------------------------------------------------------

 Equal to or greater than 2.0 to 1 but less than 2.5 to 1                            0.50 %
------------------------------------------------------------ -------------------------------------------------------
 Equal to or greater than 2.5 to 1 but less than 3.0 to 1                            0.75 %
------------------------------------------------------------ -------------------------------------------------------
             Equal to or greater than 3.0 to 1                                       1.00 %
------------------------------------------------------------ -------------------------------------------------------
</TABLE>

                  "Applicable Commitment Fee Percentage" means at any date, the
applicable percentage set forth in the following table opposite the Most Recent
Leverage Ratio as of such date:

<TABLE>
<CAPTION>
-------------------------------------------------- ----------------------------------------------
                   Most Recent                                 Applicable Commitment
                 Leverage Ratio                                   Fee Percentage
-------------------------------------------------- ----------------------------------------------
<S>                                                                   <C>
               Less than 2.5 to 1                                     0.375 %
-------------------------------------------------- ----------------------------------------------
        Equal to or greater than 2.5 to 1                             0.50 %
-------------------------------------------------- ----------------------------------------------
</TABLE>

                  "Applicable Currency" means as to any particular payment or
Loan, Dollars or the Alternative Currency in which it is denominated or is
payable.

                  "Applicable Eurocurrency Margin" means at any date, (i) with
respect to Multicurrency Revolving Loans and Term A Loans, the applicable
percentage set forth in the following table under the column Applicable
Eurocurrency Margin for Multicurrency Revolving Loans and Term A Loans opposite
the Most Recent Leverage Ratio on such date, (ii) with respect to Term B Dollar
Loans, the applicable percentage set forth in the following table under the
column Applicable Eurocurrency Margin for Term B Dollar Loans opposite the Most
Recent Leverage Ratio on such date and (iii) with respect to Term B Euro Loans,
the applicable percentage set forth in the following table under the column
Applicable Eurocurrency Margin for Term B Euro Loans opposite the Most Recent
Leverage Ratio on such date:

<TABLE>
<CAPTION>
---------------------------- ------------------------------ ------------------------- -------------------------
        Most Recent             Applicable Eurocurrency            Applicable                Applicable
                               Margin for Multicurrency     Eurocurrency Margin For   Eurocurrency Margin For
                          Revolving Loans Term B Term B
      Leverage Ratio               and Term A Loans               Dollar Loans               Euro Loans
---------------------------- ------------------------------ ------------------------- -------------------------
<S>                                     <C>                          <C>                       <C>
    Less than 2.0 to 1                  1.25 %                       2.25 %                    2.50%
---------------------------- ------------------------------ ------------------------- -------------------------
 Equal to or greater than               1.50 %                       2.25 %                    2.50%
2.0 to 1 but less than 2.5
           to 1
---------------------------- ------------------------------ ------------------------- -------------------------
 Equal to or greater than               1.75 %                       2.25 %                    2.50%
2.5 to 1 but less than 3.0
           to 1
---------------------------- ------------------------------ ------------------------- -------------------------
 Equal to or greater than               2.00 %                       2.25 %                    2.50%
         3.0 to 1
---------------------------- ------------------------------ ------------------------- -------------------------
</TABLE>

;provided, that the Applicable Eurocurrency Margin for Term B Dollar Loans shall
equal 2.50% at any time the Most Recent Leverage Ratio is equal to or greater
than 3.5 to 1.

                  "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) of
all or any part of (i) an interest in shares of Capital Stock of a Subsidiary of
Company (other than directors' qualifying shares) or (ii) property or other
assets (each of (i) and (ii) referred to for the purposes of this definition as
a "disposition") by Company or any of its Subsidiaries.

                  "Assignee" has the meaning assigned to that term in Section
12.8(c).

                  "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement substantially in the form of Exhibit 12.8(c) annexed hereto
and made a part hereof made by any applicable Lender, as assignor, and such
Lender's assignee in accordance with Section 12.8.

                  "Attorney Costs" means all reasonable fees and disbursements
of any law firm or other external counsel and the reasonable allocated cost of
internal legal services, including all reasonable disbursements of internal
counsel.

                  "Attributable Debt" means as of the date of determination
thereof, without duplication, (i) in connection with a Sale and Leaseback
Transaction, the net present value (discounted according to GAAP at the cost of
debt implied in the lease) of the obligations of the lessee for rental payments
during the then remaining term of any applicable lease, (ii) Receivables
Facility Attributable Debt and (iii) the principal balance outstanding under any
synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product to which such Person is a party,
where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease in accordance with GAAP.

                  "Available Canadian Revolving Commitment" means, as to any
Canadian Revolving Lender at any time, an amount equal to the excess, if any, of
(a) such Lender's Canadian Revolving Commitment over (b) the Effective Amount of
then outstanding Canadian Revolving Loans made by such Lender.

                  "Available Liquidity" means, at any date, the sum of (i) the
Total Available Canadian Revolving Commitment on such date plus (ii) the Total
Available Multicurrency Revolving Commitment on such date plus (iii) Cash and
Cash Equivalents as of the most recent reporting date for such balances.

                  "Available Multicurrency Revolver Sublimit" means, as to
European Holdco or any Subsidiary Borrower at any time an amount equal to (i)
such Borrower's Multicurrency Revolver Sublimit at such time minus (ii) the sum
of (a) the aggregate Effective Amount of then outstanding Multicurrency
Revolving Loans made to such Borrower plus (b) the Effective Amount of such
Borrower's LC Obligations plus (c) the aggregate Effective Amount of then
outstanding Swing Line Loans made to such Borrower.

                  "Available Multicurrency Revolving Commitment" means, as to
any Multicurrency Revolving Lender at any time an amount equal to the excess, if
any, of (a) such Lender's Multicurrency Revolving Commitment over (b) the sum of
(i) the aggregate Effective Amount of then outstanding Multicurrency Revolving
Loans made by such Lender and (ii) such Lender's Multicurrency Revolver Pro Rata
Share of the Effective Amount of LC Obligations and Swing Line Loans then
outstanding.

                  "B/A Equivalent Loan" has the meaning assigned to that term in
Section 2A.9(h).

                  "B/A Loan" means a Borrowing comprised of one or more Bankers'
Acceptances or, as applicable, B/A Equivalent Loans. For greater certainty, all
provisions of this Agreement which are applicable to Bankers' Acceptances are
also applicable, mutatis mutandis, to B/A Equivalent Loans.

                  "Ball Aerospace" means Ball Aerospace and Technologies Corp.,
a Delaware corporation.


                  "Ball Capital Corp" means Ball Capital Corp., a Delaware
corporation, together with its successors and assigns.

                  "Ball Corporate Group" means Company, each of its Subsidiaries
and the members of the BAP Group.

                  "Ball Holdings" means Ball Holdings, Sarl, a corporation
organized under the laws of Luxembourg.

                  "Ball Metal Food Container Corp." means Ball Metal Food
Container Corp., a Delaware corporation, together with its successors and
assigns.

                  "Ball Plastic Container Corp." means Ball Plastic Container
Corp., a Colorado corporation, together with its successors and assigns.

                  "Bankers' Acceptance" and "B/A" mean a depository note within
the meaning of the Depository Bills and Notes Act (Canada) or a bill of exchange
within the meaning of the Bills of Exchange Act (Canada), in each case,
denominated in Canadian Dollars, drawn by Canadian Borrower, and accepted by a
Canadian Revolving Lender in accordance with this Agreement.

                  "BAP" means Ball Asia Pacific Holdings Limited, a Hong Kong
corporation, and its successors and assigns.

                  "BAP Group" means BAP and each of its direct and indirect
subsidiaries and joint ventures (the "BAP Subs") and, upon a restructuring of
the BAP Group occurring after the Initial Borrowing Date, means BAP, the BAP
Subs and each direct or indirect holding company of BAP and/or the BAP Subs that
was not a Credit Party prior to such restructuring and does not engage in any
business other than holding shares of BAP or BAP Subs, as the case may be, and
matters incidental thereto.

                  "Base Rate" means the greater of (i) the rate most recently
announced by DB at its principal office as its "prime rate", which is not
necessarily the lowest rate made available by DB or (ii) the Federal Funds Rate
plus 1/2 of 1% per annum. The "prime rate" announced by DB is evidenced by the
recording thereof after its announcement in such internal publication or
publications as DB may designate. Any change in the interest rate resulting from
a change in such "prime rate" announced by DB shall become effective without
prior notice to Borrowers as of 12:01 a.m. (New York City time) on the Business
Day on which each change in such "prime rate" is announced by DB. DB may make
commercial or other loans to others at rates of interest at, above or below its
"prime rate".

                  "Base Rate Loan" means any Loan which bears interest at a rate
determined with reference to the Base Rate.

                  "Benefited Lender" has the meaning assigned to that term in
Section 12.6(a).

                  "BMBCC" means Ball Metal Beverage Container Corp., a Colorado
corporation, together with its successors and assigns, including a
debtor-in-possession on behalf of BMBCC.

                  "Board" means the Board of Governors of the Federal Reserve
System.

                  "Borrowers" means Company, European Holdco, Canadian Borrower
and Subsidiary Borrowers.

                  "Borrowing" means a group of Loans of a single Type made by
the Lenders or the European Swing Line Lender or U.S. Swing Line Lender, as
appropriate on a single date (or resulting from a conversion on such date) and
in the case of Eurocurrency Loans, as to which a single Interest Period is in
effect, provided that, Base Rate Loans or Eurocurrency Loans incurred pursuant
to Section 3.7 shall be considered part of any related Borrowing of Eurocurrency
Loans.

                  "Business Day" means (i) as it relates to any payment,
determination, funding or notice to be made or given in connection with any
Dollar-denominated Loan, or otherwise to be made or given to or from
Administrative Agent, a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurocurrency Loan, the
term "Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market; provided, further,
that when used in connection with any Letter of Credit, the term "Business Day"
shall also exclude any day on which commercial banks in the city in which the
respective Facing Agent for such Letter of Credit is domiciled are required by
law to close; (ii) as it relates to any payment, determination, funding or
notice to be made or given in connection with any Alternative Currency Loan, any
day (A) on which dealings in deposits in the Alternative Currency are carried
out in the London interbank market, (B) on which commercial banks and foreign
exchange markets are open for business in London, New York City, and the
principal financial center for such Alternative Currency, and (C) with respect
to any such payment, determination or funding to be made in connection with any
Alternative Currency Loan denominated in Euros, on which the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET) System or any
successor settlement system is open; provided, however that when used in
connection with a Borrowing by Canadian Borrower, the term "Business Day" shall
also exclude any day on which banks are not open for business in Toronto or
Montreal.

                  "CAM" means the mechanism for the allocation and exchange of
interests in the Facilities and collections thereunder established under Article
XIII.

                  "CAM Exchange" means the exchange of the Lenders' interests
provided for in Section 13.1.

                  "CAM Exchange Date" means the first date after the Initial
Borrowing Date on which there shall occur any event described in paragraph (e)
or (f) of Section 10.1 with respect to Company or European Holdco.

                  "CAM Percentage" means, as to each Lender, a fraction,
expressed as a decimal to 12 decimal places, of which (a) the numerator shall be
the sum of (i) the aggregate Designated Obligations owed to such Lender and (ii)
such Lender's Multicurrency Revolver Pro Rata Share of the aggregate outstanding
LC Obligations, if any, of such Lender, in each case immediately prior to the
CAM Exchange Date, and (b) the denominator shall be the sum of (i) the aggregate
Designated Obligations owed to all the Lenders and (ii) the aggregate
outstanding LC Obligations, in each case immediately prior to such CAM Exchange
Date. For purposes of computing each Lender's CAM Percentage, all Designated
Obligations which shall be denominated in an Alternative Currency shall be
translated into U.S. Dollars at the Exchange Rate in effect on the CAM Exchange
Date.

                  "Canadian Administrative Agent" has the meaning assigned to
that term in the introduction to this Agreement and any successor Canadian
Administrative Agent in such capacity.

                  "Canadian Borrower" has the meaning assigned to that term in
the introduction to this Agreement.

                  "Canadian Commitment Fee" has the meaning assigned to that
term in Section 3.2(c).

                  "Canadian Commitment Period" means, the period from and
including the date hereof to but not including the Canadian Revolver Termination
Date.

                  "Canadian Dollars" and "Cdn.$" shall mean lawful currency of
Canada.

                  "Canadian Holdings" means Ball North America, Inc., a company
organized under the laws of the Province of Nova Scotia.

                  "Canadian Loan Guaranty" has the meaning assigned to that term
in Section 5.1(b)(iii).

                  "Canadian Notice Address" has the meaning assigned to that
term in Section 2A.5.

                  "Canadian Payment Office" means the office of Canadian
Administrative Agent located at 222 Bay Street, Suite 1100, P.O. Box 64,
Toronto, Ontario, Canada M5K 1E7 or such other office as Canadian Administrative
Agent may designate to Borrowers and the Lenders from time to time.

                  "Canadian Pledge Agreement" has the meaning assigned to that
term in Section 5.1(b)(iv)

                  "Canadian Prime Rate" means, for each day in any period, a
fluctuating interest rate per annum as shall be in effect from time to time,
which rate per annum shall at all times for such day be equal to the higher of
(a) the annual rate of interest announced publicly by Canadian Administrative
Agent and in effect as its prime rate at its principal office in Toronto,
Ontario on such day for determining interest rates on Canadian
Dollar-denominated commercial loans made in Canada and (b) 0.75% per annum above
the average of the rates per annum for Canadian Dollar bankers' acceptances
having a term of 30 days that appears on the display referred to as the "CDOR
Page" (or any display substituted therefor) of Reuter Monitor Money Rates
Service as of 10:00 a.m. (Toronto time) on the date of determination, as
reported by Canadian Administrative Agent (and if such screen is not available,
any successor or similar service as may be selected by Canadian Administrative
Agent).

                  "Canadian Prime Rate Loan" means any Loan which bears interest
at a rate determined with reference to the Canadian Prime Rate.

                  "Canadian Revolver Pro Rata Share" means, when used with
reference to any Canadian Revolving Lender and any described aggregate or total
amount, an amount equal to the result obtained by multiplying such described
aggregate or total amount by a fraction the numerator of which shall be such
Lender's Canadian Revolving Commitment and the denominator of which shall be the
Canadian Revolving Commitments or, if the Canadian Revolver Termination Date has
occurred, such Lender's aggregate outstanding principal amount of Canadian
Revolving Loans.

                  "Canadian Revolver Termination Date" means the earliest to
occur of (i) December 19, 2007 or (ii) such earlier date as the Canadian
Revolving Commitments shall have been terminated or otherwise reduced to $0
pursuant to this Agreement.

                  "Canadian Revolving Commitment" means, with respect to any
Lender, the obligation of such Lender to make Canadian Revolving Loans, as such
commitment may be reduced from time to time pursuant to this Agreement, which
commitment as of the date hereof is the amount set forth opposite such lender's
name on Schedule 1.1(a) hereto under the caption "Amount of Canadian Revolving
Commitment" as the same may be adjusted from time to time pursuant to the terms
hereof and "Canadian Revolving Commitments" means such commitments collectively,
which commitments equal $35,000,000 as of the date hereof.

                  "Canadian Revolving Facility" means the credit facility under
this Agreement evidenced by the Canadian Revolving Commitments and the Canadian
Revolving Loans.

                  "Canadian Revolving Lender" means any Lender which has a
Canadian Revolving Commitment, which prior to any CAM Exchange shall be resident
in Canada for purposes of the ITA, or deemed to be resident in Canada for
purposes of Part XIII of the ITA in respect of any amounts paid or credited to
such Lender under the Canadian Revolving Facility.

                  "Canadian Revolving Loan" and "Canadian Revolving Loans" as
defined in Section 2A.1, including by way of Bankers' Acceptances and B/A
Equivalent Loans, pursuant to Section 2A.1 or Section 2A.9.

                  "Canadian Revolving Note" has the meaning assigned to that
term in Section 2A.2.

                  "Capital Stock" means, with respect to any Person, any and all
common shares, preferred shares, interests, participations, rights in or other
equivalents (however designated) of such Person's capital stock, partnership
interests, membership interests or other equivalent interests and any rights
(other than debt securities convertible into or exchangeable for capital stock),
warrants or options exchangeable for or convertible into such capital stock or
other equity interests.

                  "Capitalized Lease" means, at the time any determination
thereof is to be made, any lease of property, real or personal, in respect of
which the present value of the minimum rental commitment is capitalized on the
balance sheet of the lessee in accordance with GAAP.

                  "Capitalized Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
Capitalized Lease which would at such time be so required to be capitalized on
the balance sheet of the lessee in accordance with GAAP.

                  "Cash" means money, currency or the available credit balance
in Dollars, Canadian Dollars, an Alternative Currency or another currency that,
in the opinion of Administrative Agent, is at such time freely transferable and
freely convertible into Dollars in a Deposit Account.

                  "Cash Equivalents" means (i) any evidence of indebtedness,
maturing not more than 180 days after the date of issue, issued by the United
States of America or any instrumentality or agency thereof, the principal,
interest and premium, if any, of which is guaranteed fully by, or backed by the
full faith and credit of, the United States of America, (ii) Dollar, Canadian
Dollar or Alternative Currency denominated (or other foreign currency fully
hedged) time deposits, certificates of deposit and bankers acceptances maturing
not more than 180 days after the date of purchase, issued by (x) any Lender or
(y) a commercial banking institution having, or which is the principal banking
subsidiary of a bank holding company having, combined capital and surplus and
undivided profits of not less than $200,000,000 and a commercial paper rating of
"P-1" (or higher) according to Moody's, "A-1" (or higher) according to S&P or
the equivalent rating by any other nationally recognized rating agency in the
United States (any such bank, an "Approved Bank"), or (z) a non-United States
commercial banking institution which is either currently ranked among the 100
largest banks in the world (by assets, according to the American Banker), has
combined capital and surplus and undivided profits of not less than $500,000,000
or whose commercial paper (or the commercial paper of such bank's holding
company) has a rating of "P-1" (or higher) according to Moody's, "A-1" (or
higher) according to S&P or the equivalent rating by any other nationally
recognized rating agency, (iii) commercial paper, maturing not more than 180
days after the date of purchase, issued or guaranteed by a corporation (other
than Company or any Subsidiary of Company or any of their respective Affiliates)
organized and existing under the laws of any state within the United States of
America with a rating, at the time as of which any determination thereof is to
be made, of "P-1" (or higher) according to Moody's, or "A-1" (or higher)
according to S&P, (iv) demand deposits with any bank or trust company maintained
in the ordinary course of business, (v) repurchase or reverse repurchase
agreements covering obligations of the type specified in clause (i) with a term
of not more than seven days with any Approved Bank and (vi) shares of any money
market mutual fund rated at least AAA or the equivalent thereof by S&P or at
least Aaa or the equivalent thereof by Moody's, including, without limitation,
any such mutual fund managed or advised by any Lender or Administrative Agent.

                  "CDOR Rate" means, on any day, the per annum rate of interest
which is the rate determined as being the arithmetic average of the rates
applicable to Canadian Dollar bankers' acceptances having identical issue and
comparable maturity dates as the Bankers' Acceptances proposed to be issued by
Canadian Borrower displayed and identified as such on the display referred to as
the "CDOR Page" (or any display substituted therefor) of Reuters Monitor Money
Rates Service as at approximately 10:00 a.m. (Toronto time) on such day, or if
such day is not a Business Day, then on the immediately preceding Business Day
(as adjusted by Canadian Administrative Agent in good faith after 10:00 a.m.
(Toronto time) to reflect any error in a posted rate of interest or in the
posted average annual rate of interest); provided, however, if such a rate does
not appear on such CDOR Page, then the CDOR Rate, on any day, shall be the
discount rate quoted by Canadian Administrative Agent (determined as of 10:00
a.m. (Toronto time)) on such day at which Canadian Administrative Agent would
purchase its own bankers acceptances in a comparable face amount and with
comparable maturity dates to the Bankers' Acceptances proposed to be issued by
Canadian Borrower on such day, or if such day is not a Business Day, then on the
immediately preceding Business Day.

                  "Change of Control" means (i) the sale, lease or transfer of
all or substantially all of Company's assets to any Person or group (as such
term is used in Section 13(d)(3) of the Exchange Act), (ii) the liquidation or
dissolution of Company or European Holdco, (iii) any person or group of persons
(within the meaning of the Exchange Act) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the
Exchange Act) of 35% or more of the issued and outstanding shares of Company's
Voting Securities; (iv) during any period of twelve consecutive calendar months,
individuals who at the beginning of such period constituted Company's board of
directors (together with any new directors whose election by Company's board of
directors or whose nomination for election by Company's stockholders was
approved by a vote of at least a majority of the directors then still in office
who either were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason other
than death or disability to constitute a majority of the directors then in
office; or (v) any "Change of Control" (as such term is defined in the 2006
Senior Note Indenture, the 2008 Subordinated Note Indenture, the 2012 Senior
Note Indenture or any other Permitted Debt Document related to any Permitted
Refinancing Indebtedness of the foregoing).

                  "Code" means the Internal Revenue Code of 1986, as from time
to time amended, including the regulations promulgated thereunder, or any
successor statute and the regulations promulgated thereunder.

                  "Co-Documentation Agents" means Bank One, NA, Lehman
Commercial Paper Inc. and BNP Paribas.

                  "COLI Policy Advances" of Company or any of its Subsidiaries
shall mean, with respect to any Company Owned Life Insurance Program, policy
loans made to Company or any of its Subsidiaries under life insurance policies
in an amount not in excess of the available cash surrender values of such
policies, which loans are made pursuant to the contractual terms of life
insurance policies issued in connection with a Company Owned Life Insurance
Program.

                  "Collateral" means all "Collateral" as defined in each of the
Security Documents.

                  "Collateral Account" has the meaning assigned to that term in
Section 4.4(a).

                  "Collateral Agent" means DB acting as collateral agent for the
Secured Creditors pursuant to its appointment as Collateral Agent in Section
11.1.

                  "Commitment" means, with respect to each Lender, the aggregate
of the Multicurrency Revolving Commitment, Canadian Revolving Commitment and
Term Commitments of such Lender and "Commitments" means such commitments of all
of the Lenders collectively.

                  "Commitment Fee" has the meaning assigned to that term in
Section 3.2(b).

                  "Commitment Period" means, the period from and including the
date hereof to but not including the Multicurrency Revolver Termination Date or,
in the case of the Swing Line Commitment, five (5) Business Days prior to the
Multicurrency Revolver Termination Date.

                  "Common Stock" means the common stock of Company, no par
value.

                  "Company" has the meaning assigned to that term in the
introduction to this Agreement.

                  "Company Owned Life Insurance Program" means a life insurance
program in which the Company is a participant, pursuant to which the Company is
the owner of whole life policies insuring the lives of certain of its employees.

                  "Company Refinancing" means the repayment in full of all
material indebtedness for money borrowed of Company and its Subsidiaries (other
than the Loans, the Letters of Credit, the 2012 Senior Notes and Indebtedness to
Remain Outstanding).

                  "Company Refinancing Documents" means collectively all
agreements, instruments and documents executed in connection with the Company
Refinancing, including, without limitation, any document or instrument necessary
to release and terminate any and all security interests thereunder.

                  "Compliance Certificate" has the meaning assigned to that term
in Section 7.2(a).

                  "Computation Date" has the meaning assigned to that term in
Section 2.8(a).

                  "Consolidated Assets" means, for any Person, the total assets
of such Person and its Subsidiaries, as determined from a consolidated balance
sheet of such Person and its consolidated Subsidiaries prepared in accordance
with GAAP.

                  "Consolidated Capital Expenditures" means, for Company and its
Subsidiaries, for any period, the aggregate of all expenditures (whether paid in
cash or accrued as liabilities and including in all events all Capitalized Lease
Obligations but excluding any capitalized interest with respect thereto) by
Company and its Subsidiaries during that period that, in conformity with GAAP,
are or are required to be included in the property, plant or equipment reflected
in the consolidated balance sheet of Company.

                  "Consolidated Cash Interest Expense" means, for any period,
(i) Consolidated Interest Expense, but excluding, however, interest expense not
payable in cash, amortization of discount and deferred financing costs; plus or
minus, as the case may be (ii) net amounts paid or received under Interest Rate
Agreements (with cap payments amortized over the life of the cap); and minus
(iii) interest income received in Cash or Cash Equivalents in respect of
Investments permitted hereunder.

                  "Consolidated Debt" means, at any time, (i) all Indebtedness
of Company and its Subsidiaries (other than the BAP Group and any Permitted
Aerospace JV) determined on a consolidated basis in accordance with GAAP and
(ii) the aggregate outstanding amount, without duplication, of Attributable Debt
of Company and its Subsidiaries (other than the BAP Group and any Permitted
Aerospace JV) determined on a consolidated basis.

                  "Consolidated EBITDA" means, for any period, on a consolidated
basis for the Company and its Subsidiaries, the sum of the amounts for such
period, without duplication, of:

                           (i)      Consolidated Net Income,

                  plus     (ii)     Consolidated Interest Expense, to the extent
                                    deducted in computing Consolidated Net
                                    Income,

                  plus     (iii)    charges against income for foreign, federal,
                                    state and local taxes in each case based on
                                    income, to the extent deducted in computing
                                    Consolidated Net Income,

                  plus     (iv)     depreciation expense, to the extent deducted
                                    in computing Consolidated Net Income,

                  plus     (v)      amortization expense, including, without
                                    limitation, amortization of good will and
                                    other intangible assets, fees, costs and
                                    expenses in connection with the execution,
                                    delivery and performance of any of the
                                    Transaction Documents and the consummation
                                    of the Acquisition, and other fees, costs
                                    and expenses in connection with Permitted
                                    Acquisitions, in each case, to the extent
                                    deducted in computing Consolidated Net
                                    Income,

                  minus    (vi)     the gain (or plus the loss) (net of any
                                    tax effect) resulting from the sale of any
                                    capital assets other than in the ordinary
                                    course of business to the extent added
                                    (deducted) in computing Consolidated Net
                                    Income,

                  minus    (vii)    extraordinary or non-cash nonrecurring
                                    after-tax gains (or plus extraordinary or
                                    non-cash nonrecurring after-tax losses) to
                                    the extent added (deducted) in computing
                                    Consolidated Net Income,

                  minus   (viii)    any gain resulting from any write-up
                                    of assets (other than with respect to any
                                    company owned life insurance program) to the
                                    extent added (deducted) in computing
                                    Consolidated Net Income,

                  plus     (ix)     any non-cash charge resulting from any
                                    write-down of assets to the extent deducted
                                    in computing Consolidated Net Income; and

                  plus     (x)      any non-cash restructuring charge to the
                                    extent deducted in computing Consolidated
                                    Net Income;

in each case calculated for the applicable period in conformity with GAAP;
provided, however, Consolidated EBITDA shall be decreased by the amount of any
cash expenditures in such period related to non-cash charges added back to
Consolidated EBITDA during any prior periods; provided, further, however, for
purposes of computing the Fixed Charge Coverage Ratio, Interest Coverage Ratio,
Leverage Ratio, Most Recent Leverage Ratio and Senior Secured Leverage Ratio for
each Test Period ending on or before December 31, 2003, Consolidated EBITDA for
the second, third and fourth fiscal quarters of 2002 shall be deemed to be as
set forth on Schedule 1.1(c).

                  "Consolidated Fixed Charges" means, for any period, for
Company and its Subsidiaries, the sum of (without duplication) (i) Consolidated
Cash Interest Expense, (ii) all scheduled payments of principal on Indebtedness
of Company and its Subsidiaries, including, without limitation, principal
payments in respect of Capitalized Leases, but excluding payments of principal
on the 2006 Senior Notes at maturity thereof to the extent such payments are
permitted pursuant to the terms of this Agreement, (iii) Dividends paid in Cash
by Company and (iv) taxes paid in cash, as each of the foregoing is made during
such period of determination in accordance with GAAP on a consolidated basis.

                  "Consolidated Interest Expense" means, for any period, without
duplication, the sum of the total interest expense (including that attributable
to Capitalized Leases in accordance with GAAP) of Company and its Subsidiaries
on a consolidated basis with respect to all outstanding Indebtedness of Company
and its Subsidiaries, including, without limitation, all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, but excluding, however, any amortization of deferred
financing costs, all as determined on a consolidated basis for Company and its
consolidated Subsidiaries in accordance with GAAP plus the interest component of
any lease payment under Attributable Debt transactions paid by Company and its
Subsidiaries on a consolidated basis plus any discount and/or interest component
in respect of a sale of Receivables Facility Assets by Company and its
Subsidiaries regardless of whether such discount or interest would constitute
interest under GAAP.

                  "Consolidated Net Income" and "Consolidated Net Loss" mean,
respectively, with respect to any period, the aggregate of the net income (loss)
of the Person in question for such period, determined in accordance with GAAP on
a consolidated basis, provided that, there shall be excluded (i) the income of
any unconsolidated Subsidiary and any Person in which any other Person (other
than Company or any of the Subsidiaries or any director holding qualifying
shares in compliance with applicable law or any other third party holding a de
minimus number of shares in order to comply with other similar requirements) has
a joint interest, except to the extent of the amount of dividends or other
distributions actually paid to Company or any of its Wholly-Owned Subsidiaries
by such Person during such period and (ii) the cumulative effect of a change in
accounting principles.

                  "Consolidated Secured Debt" means, at any time, without
duplication, the sum of (i) all Indebtedness of Company and its Subsidiaries
secured by any Lien on any property owned by such Person determined on a
consolidated basis in accordance with GAAP and (ii) the aggregate outstanding
amount of Attributable Debt, in each case determined on a consolidated basis.

                  "Consolidated Tangible Assets" means, for any Person, the
total assets of such Person and its Subsidiaries, as determined from a
consolidated balance sheet of such Person and its consolidated Subsidiaries
prepared in accordance with GAAP, but excluding therefrom all items that are
treated as goodwill and other intangible assets under GAAP.

                  "Contaminant" means any material with respect to which any
Environmental Law imposes a duty, obligation or standard of conduct, including
without limitation any pollutant, contaminant (as those terms are defined in 42
U.S.C. ss. 9601(33)), toxic pollutant (as that term is defined in 33 U.S.C. ss.
1362(13)), hazardous substance (as that term is defined in 42 U.S.C.
ss.9601(14)), hazardous chemical (as that term is defined by 29 CFR ss.
1910.1200(c)), hazardous waste (as that term is defined in 42 U.S.C. ss.
6903(5)), or any state, local or other equivalent of such laws and regulations,
including, without limitation, radioactive material, special waste,
polychlorinated biphenyls, asbestos, petroleum, including crude oil or any
petroleum-derived substance, (or any fraction thereof), waste, or breakdown or
decomposition product thereof, mold, bacteria or any constituent of any such
substance or waste, including but not limited to polychlorinated biphenyls and
asbestos.

                  "Contract Period" means the term of a B/A Loan selected by
Canadian Borrower in accordance with Section 2A.5 or Section 2A.6 commencing on
the date of such B/A Loan and expiring on a Business Day which shall be either
30 days, 60 days, 90 days or 180 days (subject to availability) thereafter,
provided that, no Contract Period shall extend beyond the Canadian Revolver
Termination Date.

                  "Contractual Obligation" means, as to any Person, any
provision of any Securities issued by such Person or of any indenture or credit
agreement or any agreement, instrument or other undertaking to which such Person
is a party or by which it or any of its property is bound or to which it may be
subject.

                  "Controlled Group" means the group consisting of (i) any
corporation which is a member of the same controlled group of corporations
(within the meaning of Section 414(b) of the Code) as Company; (ii) a
partnership or other trade or business (whether or not incorporated) which is
under common control (within the meaning of Section 414(c) of the Code) with
Company; (iii) a member of the same affiliated service group (within the meaning
of Section 414(m) of the Code) as Company, any corporation described in clause
(i) above or any partnership or trade or business described in clause (ii)
above; or (iv) any other Person which is required to be aggregated with Company
or any of its Subsidiaries pursuant to regulations promulgated under Section
414(o) of the Code.

                  "Controlled Subsidiary" of any Person means a Subsidiary of
such Person (i) ninety percent (90%) or more of the Capital Stock of which
(other than directors' qualifying shares) shall at the time be owned by such
Person or by one or more wholly-owned Subsidiaries of such Person and (ii) of
which such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies, whether through the ownership
of voting securities, by agreement or otherwise.

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

                  "Credit Exposure" has the meaning assigned to that term in
Section 12.8(b).

                  "Credit Party" means Company, European Holdco, Canadian
Borrower, Subsidiary Borrowers and any guarantor which may hereafter enter into
a guarantee agreement or a pledge agreement with respect to all or any portion
of the Obligations.

                  "Customary Permitted Liens" means for any Person

                           (i) Liens for taxes, assessments or governmental
charges not yet due and payable or which are being contested in good faith by
appropriate proceedings diligently pursued, provided that, adequate provision
for the payment of all such taxes, assessments or governmental charges known to
such Person has been made on the books of such Person to the extent required by
GAAP or, in the case of a Foreign Subsidiary, generally accepted accounting
principles in effect from time to time in its jurisdiction of organization;

                           (ii) mechanics', suppliers', processor's,
materialmen's, carriers', warehousemen's, workmen's, landlord's and similar
Liens arising by operation of law and arising or created in the ordinary course
of business and securing obligations of such Person that are not overdue for a
period of more than 30 days or are being contested in good faith by appropriate
proceedings diligently pursued, provided that, adequate provision for the
payment of such Liens known to such Person has been made on the books of such
Person to the extent required by GAAP or, in the case of a Foreign Subsidiary,
generally accepted accounting principles in effect from time to time in its
jurisdiction of organization;

                           (iii) Liens arising in connection with worker's
compensation, unemployment insurance, old age pensions and social security
benefits or other similar benefits which are not overdue or are being contested
in good faith by appropriate proceedings diligently pursued, provided that,
adequate provision for the payment of such Liens known to such Person has been
made on the books of such Person to the extent required by GAAP or, in the case
of a Foreign Subsidiary, generally accepted accounting principles in effect from
time to time in its jurisdiction of organization;

                           (iv) (A) Liens incurred or deposits made in the
ordinary course of business to secure the performance of bids, tenders,
statutory obligations, fee and expense arrangements with trustees and fiscal
agents (exclusive of obligations incurred in connection with the borrowing of
money or the payment of the deferred purchase price of property) and customary
deposits granted in the ordinary course of business under Operating Leases and
(B) Liens securing surety, indemnity, performance, appeal, customs and release
bonds, provided that, adequate provision for the payment of all such obligations
has been made on the books of such Person to the extent required by GAAP or, in
the case of a Foreign Subsidiary, generally accepted accounting principles in
effect from time to time in its jurisdiction of organization;

                           (v) Permitted Real Property Encumbrances;

                           (vi) attachment, judgment, writs or warrants of
attachment or other similar Liens arising in connection with court or
arbitration proceedings which do not constitute an Event of Default under
Section 10.1(i);

                           (vii) licenses of patents, trademarks, or other
intellectual property rights granted in the ordinary course of business;

                           (viii) Liens in respect of an agreement to dispose of
any asset, to the extent such disposal is permitted by Section 8.4;

                           (ix) Liens arising due to any cash pooling, netting
or composite accounting arrangements between any one or more of the Borrowers
and any of their Subsidiaries or between any one or more of such entities and
one or more banks or other financial institutions where any such entity
maintains deposits.

                           (x) leases or subleases granted to others not
interfering in any material respect with the business of Company or any of its
Subsidiaries and any interest or title of a lessor, licensor or subleasor under
any lease or license permitted by this Agreement or the Security Documents; and

                           (xi) customary rights of set off, revocation, refund
or chargeback or similar rights under deposit disbursement, concentration
account agreements or under the UCC (or comparable foreign law) or arising by
operation of law of banks or other financial institutions where any Borrower
maintains deposit, disbursement or concentration accounts in the ordinary course
of business permitted by this Agreement.

                  "DB" means Deutsche Bank AG, New York Branch, and its
successors.

                  "DBSI" means Deutsche Bank Securities Inc.

                  "Default Rate" means a variable rate per annum which shall be
two percent (2%) per annum plus either (i) the then applicable interest rate
hereunder in respect of the amount on which the Default Rate is being assessed
or (ii) if there is no such applicable interest rate, the Base Rate plus the
Applicable Base Rate Margin, and with respect to the obligations denominated in
Canadian Dollars, the Canadian Prime Rate plus the Applicable Canadian Prime
Rate Margin, but in no event in excess of that permitted by applicable law.

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

                  "Deposit Account" means a demand, time, savings, passbook or
like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

                  "Designated Obligations" means all Obligations of the Credit
Parties in respect of accrued and unpaid (a) principal of and interest on the
Loans (including B/A's, B/A Equivalent Loans and Acceptance Fees with respect
thereto), (b) LC Commissions and (c) Commitment Fees, whether or not the same
shall at the time of any determination be due and payable under the terms of the
Loan Documents.

                  "Discount Proceeds" means in respect of any Bankers'
Acceptance (or, as applicable, any B/A Equivalent Loan) required to be accepted
and purchased by a Canadian Revolving Lender an amount (rounded to the nearest
whole cent with one-half one cent being rounded-up) determined as of the
applicable date of the Canadian Revolving Loan or rollover date for such
Canadian Revolving Loan which is equal to:

                  Face Amount x Price

where "Face Amount" is the face amount of such Bankers' Acceptance (or, as
applicable, the B/A Equivalent Loan) and "Price" is equal to:

                                1
                       -----------------
                       1 + (Rate x Term)
                                   -----
                                    365

where the "Rate" is the Discount Rate expressed as a decimal on the date of the
Canadian Revolving Loan or rollover date for such Canadian Revolving Loan, as
the case may be; the "Term" is the Contract Period of such Bankers' Acceptance
expressed as a number of days; and the Price as so determined is rounded up or
down to the fifth decimal place with .000005 being rounded-up.

                  "Discount Rate" means:

                  (a) with respect to an issue of Bankers' Acceptances accepted
and purchased by a Canadian Revolving Lender that is a Schedule I Bank, the CDOR
Rate; and

                  (b) with respect to an issue of Bankers' Acceptances accepted
and purchased by a Canadian Revolving Lender that is not a Schedule I Bank,
including without limitation, a Schedule II Bank and a Schedule III Bank, the
CDOR Rate plus ten (10) basis points (0.10%).

                  "Dividend" has the meaning assigned to that term on Section
8.5.

                  "Documents" means the Loan Documents and the Transaction
Documents.

                  "Dollar" and "$" means lawful money of the United States of
America.

                  "Dollar Equivalent" means, at any time, (a) as to any amount
denominated in Dollars, the amount thereof at such time, (b) as to any amount
denominated in an Alternative Currency, the equivalent amount in Dollars as
determined by Administrative Agent at such time on the basis of the Exchange
Rate for the purchase of Dollars with such Alternative Currency on the most
recent Computation Date provided for in Section 2.8(a), and (c) as to any amount
denominated in Canadian Dollars, the equivalent in Dollars of such amount
determined by Administrative Agent using the Exchange Rate then in effect.

                  "Domestic Receivables Parent Undertaking Agreement" means that
certain Parent Undertaking Agreement, dated as of December 29, 1997, by Ball
Corporation in favor of Old Line Funding Corp. and Royal Bank of Canada, as such
agreement may be amended, restated or otherwise modified from time to time in
accordance with the terms hereof, or any replacement or substitution therefor.

                  "Domestic Receivables Purchase Agreement" means that certain
Domestic Receivables Purchase Agreement dated as of December 29, 1997, among
Ball Capital Corp., as seller, Company, as servicer, Old Line Funding Corp., a
Delaware corporation, as buyer, and Royal Bank of Canada, as agent, as such
agreement may be amended, restated or otherwise modified from time to time in
accordance with the terms hereof, or any replacement or substitution therefor.

                  "Domestic Receivables Purchase Documents" means the Domestic
Receivables Sale Agreement, the Domestic Receivables Parent Undertaking
Agreement and the Domestic Receivables Purchase Agreement.

                  "Domestic Receivables Sale Agreement" means that certain
Originator Purchase Agreement dated as of December 29, 1997, between Ball Metal
Food Container Corp., Ball Plastic Container Corp., and BMBCC and Ball Capital
Corp., pursuant to which Ball Metal Food Container Corp., Ball Plastic Container
Corp. and BMBCC shall sell to Ball Capital Corp. all of its "Receivables" and
"Related Security" (as such terms are defined therein), as such agreement may be
amended, restated or otherwise modified from time to time in accordance with the
terms hereof, or any replacement or substitution therefor.

                  "Domestic Subsidiary" means any Subsidiary other than a
Foreign Subsidiary.

                  "Drawing" has the meaning set forth in Section 2.10(d)(ii).

                  "Effective Amount" means (a) with respect to any Loans on any
date, the aggregate outstanding principal Dollar Equivalent amount thereof after
giving effect to any Borrowings and prepayments or repayments of Loans occurring
on such date; and (b) with respect to any outstanding LC Obligations on any
date, the Dollar Equivalent amount of such LC Obligations on such date after
giving effect to any issuances of Letters of Credit occurring on such date and
any other changes in the aggregate amount of the LC Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under
any Letters of Credit or any reductions in the maximum amount available for
drawing under Letters of Credit taking effect on such date.

                  "Effective Date" has the meaning assigned to that term in
Section 12.20.

                  "Eligible Assignee" means a commercial bank, financial
institution, financial company, Fund or insurance company in each case, together
with its Affiliates or Related Funds, which extends credit or buys loans in the
ordinary course of its business or any other Person approved by Administrative
Agent and Borrower, such approval not to be unreasonably withheld; provided,
that, prior to any CAM Exchange, no Person shall qualify as an Eligible Assignee
with respect to Credit Exposure under the Canadian Revolving Loans or Canadian
Revolving Commitments unless such Person is either not resident in Canada for
the purpose of the ITA or is not deemed to be resident in Canada for the purpose
of Part XIII of the ITA.

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

                  "Environmental Claim" means any notice of violation, claim,
suit, demand, abatement order, or other lawful order by any Governmental
Authority or any Person for any damage, personal injury (including sickness,
disease or death), property damage, contribution, cost recovery, or any other
common law claims, indemnity, indirect or consequential damages, damage to the
environment, nuisance, cost recovery, or any other common law claims, pollution,
contamination or other adverse effects on the environment, human health, or
natural resources, or for fines, penalties, restrictions or injunctive relief,
resulting from or based upon (a) the occurrence or existence of a Release or
substantial threat of a material Release (whether sudden or non-sudden or
accidental or non-accidental) of, or exposure to, any Contaminant in, into or
onto the environment at, in, by, from or related to the Premises or (b) the
violation, or alleged violation, of any Environmental Laws relating to
environmental matters connected with any Borrower's operations or any Premises.

                  "Environmental Laws" means any and all applicable foreign,
federal, state or local laws, statutes, ordinances, codes, rules, regulations,
orders, decrees, judgments, directives, or Environmental Permits relating to the
protection of health, safety or the environment, including, but not limited to,
the following statutes as now written and hereafter amended: the Water Pollution
Control Act, as codified in 33 U.S.C. ss. 1251 et seq., the Clean Air Act, as
codified in 42 U.S.C. ss. 7401 et seq., the Toxic Substances Control Act, as
codified in 15 U.S.C. ss. 2601 et seq., the Solid Waste Disposal Act, as
codified in 42 U.S.C. ss. 6901 et seq., the Comprehensive Environmental
Response, Compensation and Liability Act, as codified in 42 U.S.C. ss. 9601 et
seq., the Emergency Planning and Community Right-to-Know Act of 1986, as
codified in 42 U.S.C. ss. 11001 et seq., and the Safe Drinking Water Act, as
codified in 42 U.S.C. ss. 300f et seq., the Canadian Environmental Protection
Act (Canada), the Fisheries Act (Canada) and the Waste Management Act (British
Columbia) and any related regulations, as well as all provincial, state, local
or other equivalents.

                  "Environmental Lien" means a Lien in favor of any Governmental
Authority for (i) any liability under Environmental Laws, or licenses,
authorizations, or directions of any Government Authority or court, or (ii)
damages relating to, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of a Contaminant into the
environment.

                  "Environmental Permits" means any and all permits, licenses,
certificates, authorizations or approvals of any Governmental Authority required
by Environmental Laws and necessary or reasonably required for the current and
anticipated future operation of the business of Company or any Subsidiary of
Company.

                  "Environmental Study" means those certain environmental
assessments, and documents upon which such assessments are based, prepared by an
environmental consulting firm acceptable to Administrative Agent with regard to
the existing and potential liability of any Credit Party with respect to any
environmental matters, including a review of compliance with Environmental Laws.

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

                  "ERISA Affiliate" means, with respect to any Person, any trade
or business (whether or not incorporated) which, together with such Person, is
under common control as described in Section 414(c) of the Code or is a member
of a "controlled group", as defined in Section 414(b) of the Code which includes
such Person. Unless otherwise qualified, all references to an "ERISA Affiliate"
in this Agreement shall refer to an ERISA Affiliate of Company or any
Subsidiary.

                  "Euro" means the lawful currency adopted by or which is
adopted by participating member states of the European Community relating to
Economic and Monetary Union.

                  "Eurocurrency Loan" means any Loan bearing interest at a rate
determined by reference to the Eurocurrency Rate.

                  "Eurocurrency Rate" shall mean the aggregate of (1) and (2)
below:

1.

         (a)      in the case of Dollar denominated loans, (i) the rate per
                  annum equal to the rate determined by Administrative Agent to
                  be the offered rate that appears on the Telerate Screen that
                  displays an average British Bankers Association Interest
                  Settlement Rate for deposits in Dollars (for delivery on the
                  first day of such interest period) with a term equivalent to
                  such interest period, determined as of approximately 11:00
                  a.m. (London time) on the applicable Interest Rate
                  Determination Date and, in the event such rate is not
                  available, (ii) the arithmetic average (rounded up to the
                  nearest 1/100th of 1%) of the offered quotation in the
                  interbank eurodollar market by the Reference Lenders to first
                  class banks for Dollar deposits of amounts in immediately
                  available funds with a term equivalent comparable to the
                  interest period for which a Eurocurrency Rate is determined,
                  as of 11:00 a.m. (London time) on the applicable Interest Rate
                  Determination Date; or

         (b)      in the case of Euro denominated loans, (i) the rate per annum
                  equal to the rate determined by Administrative Agent to be the
                  offered rate that appears on the appropriate page of the
                  Telerate Screen that displays EURIBOR (for delivery on the
                  first day of such interest period) with a term equivalent to
                  such interest period, determined as of approximately 11:00
                  a.m. (London time) on the applicable Interest Rate
                  Determination Date and, in the event such rate is not
                  available, (ii) the arithmetic average (rounded up to the
                  nearest 1/100 th of 1%) of the offered quotation in the
                  European interbank market by the Reference Lenders for Euro
                  deposits of amounts in immediately available funds with a term
                  equivalent comparable to the interest period for which a
                  Eurocurrency Rate is determined, as of 11:00 a.m. (London
                  time) on the applicable Interest Rate Determination Date; or

         (c)      in the case of Sterling denominated loans, (i) the rate per
                  annum equal to the rate determined by Administrative Agent to
                  be the offered rate that appears on the appropriate page of
                  the Telerate Screen that displays LIBOR (for delivery on the
                  first day of such interest period) with a term equivalent to
                  such interest period, determined as of approximately 11:00
                  a.m. (London time) on the applicable Interest Rate
                  Determination Date and, in the event such rate is not
                  available, (ii) the arithmetic average (rounded up to the
                  nearest 1/100 th of 1%) of the offered quotation in the London
                  interbank market by the Reference Lenders for Sterling
                  deposits of amounts in immediately available funds with a term
                  equivalent comparable to the interest period for which a
                  Eurocurrency Rate is determined, as of 11:00 a.m. (London
                  time) on the applicable Interest Rate Determination Date; and

2.       the then current Eurocurrency Reserve Requirements.

                  "Eurocurrency Reserve Requirements" means, for any day as
applied to a Eurocurrency Loan, the aggregate (without duplication) of the
maximum rates (expressed as a decimal fraction) of reserve liquid asset or
similar requirements in effect on such day (including, without limitation,
basic, supplemental, marginal and emergency reserves under any regulations of
the Board or other Governmental Authority having jurisdiction with respect
thereto), including without limitation, under regulations issued from time to
time by (a) the Board, (b) any Governmental Authority of the jurisdiction of the
relevant currency or (c) any Governmental Authority of any jurisdiction in which
advances in such currency are made to which banks in any jurisdiction are
subject for any category of deposits or liabilities customarily used to fund
loans in such currency or by reference to which interest rates applicable to
loans in such currency are determined, including the cost to the Lenders of
complying with mandatory liquid asset and special deposit requirements, if any,
of the Bank of England and/or the Financial Services Authority or the European
Central Bank or any successor body exercising their functions in this respect.

                  "European Loan Guaranty" is defined on Schedule 5.1(c)

                  "European Permitted Receivables Transfer" means (i) a sale or
other transfer (including by way of subrogation under Article 1250-1 of the
French Civil Code) by Schmalbach and/or Continental Can Company Limited to
Interprise of "Receivables" and "Related Security" under and as such terms are
defined in the European Receivables Purchase Agreements, in accordance with the
terms of the European Receivables Purchase Agreements and (ii) a transfer by way
of subrogation under Article 1250-1 of the French Civil Code by Continental Can
France S.A.S. to Continental Can Company, Ltd. of "Receivables" and "Related
Security" under and as such terms are defined in the French Receivables
Subrogation Agreement to Continental Can Company Limited in accordance with the
terms of the French Receivables Subrogation Agreement.

                  "European Pledge Agreement" is defined on Schedule 5.1(c).

                  "European Receivables Purchase Agreements" means the French
Onward Subrogation Agreement, the German Receivables Purchase Agreement and the
UK Receivables Purchase Agreement.

                  "European Receivables Purchase Documents" means the French
Receivables Subrogation Agreement, the European Receivables Purchase Agreements
and the Schmalbach Guarantee Agreement.

                  "European Swing Line Lender" means Deutsche Bank, AG, London
Branch or Affiliate of DB in such capacity.

                  "European Swing Line Loans" has the meaning assigned to that
term in Section 2.1(c)(i)(2).

                  "European Swing Line Note" has the meaning assigned to that
term in Section 2.2(a).

                  "Event of Default" has the meaning assigned to that term in
Section 10.1.

                  "Excess Cash Flow" means, for any period, an amount equal to
the Company's and its Subsidiaries' consolidated:

                           (i)      Consolidated EBITDA for such period,

                  minus    (ii)     foreign, federal, state and local taxes in
                                    each case based on income paid in cash for
                                    such period,

                  minus    (iii)    Consolidated Capital Expenditures paid in
                                    cash during such period to the extent not
                                    financed by Indebtedness (including
                                    Capitalized Lease Obligations but
                                    excluding Loans hereunder or under
                                    overdraft lines permitted by this
                                    Agreement),

                  minus    (iv)     Dividends paid in cash by Company during
                                    such period to the extent  permitted
                                    pursuant to Section 8.5,

                  minus    (v)      Consolidated Cash Interest Expense during
                                    such period,

                  minus    (vi)     scheduled amortization of the principal
                                    portion of the Term Loans and of the
                                    principal portion of all other Indebtedness
                                    of the Company and its Subsidiaries paid in
                                    cash during such period (other than
                                    repayment of Indebtedness with proceeds of
                                    issuance of other Indebtedness or equity or
                                    equity contributions or with Net Sale
                                    Proceeds or Recovery Events),

                  minus    (vii)    non cash charges added back to Consolidated
                                    EBITDA in a previous period pursuant to
                                    clauses (ix) or (x) of the definition
                                    thereof to the extent any such charge has
                                    become a cash item in the current period,

                  minus    (viii)   for the fiscal years ending on December 31,
                                    2003, December 31, 2004 and December 31,
                                    2005, the cash portion of any cash
                                    rationalization cost with respect to the
                                    Schmalbach Acquisition as evidenced by the
                                    reduction of the relevant balance sheet
                                    liability of the Company in accordance with
                                    GAAP ("Rationalization Costs"), in an amount
                                    not to exceed $25,000,000 in the aggregate
                                    for the period commencing on the date hereof
                                    through and including December 31, 2005 only
                                    to the extent such Rationalization Costs are
                                    not reflected on the Company's consolidated
                                    income statement as prepared in accordance
                                    with GAAP,

                  minus    (ix)     voluntary prepayments of the principal
                                    portion of the Term Loans, in each case
                                    calculated in accordance with GAAP,

                  plus     (x)      the decrease, if any, in Adjusted Working
                                    Capital from the first day to the last day
                                    of such period,

                  minus   (xi)      the increase, if any, in Adjusted Working
                                    Capital from the first day to the last day
                                    of such period.

                  "Excess Cash Flow Period" means, with respect to the repayment
required on each Excess Cash Payment Date, the immediately preceding Fiscal Year
of Company.

                  "Excess Cash Payment Date" means the date occurring 100 days
after the last day of a Fiscal Year of Company (beginning with its Fiscal Year
ending on December 31, 2003).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended and as codified in 15 U.S.C. 78a et seq., and as hereafter amended.

                  "Exchange Rate" shall mean, on any day, (a) with respect to
conversions between any Alternative Currency (other than Canadian Dollars) and
Dollars, the Spot Rate and (b) with respect to conversions between Canadian
Dollars and Dollars, the spot rate set forth on the Reuters World Currency Page
for Canadian Dollars (or, if not so quoted, the spot rate of exchange quoted for
wholesale transactions made by Canadian Administrative Agent in Toronto,
Ontario) at 12:00 noon (Toronto time), on such day, provided that, if at the
time of any such determination, for any reason, no such spot rate is being
quoted, Administrative Agent or Canadian Administrative Agent, as applicable,
may use any reasonable method it deems applicable to determine such rate, and
such determination shall be conclusive absent manifest error. For purposes of
determining the Exchange Rate in connection with an Alternative Currency
Borrowing such Exchange Rate shall be determined as of the Exchange Rate
Determination Date for such Borrowing. Administrative Agent shall provide
Borrowers with the then current Exchange Rate from time to time upon any
Borrower's request therefor.

                  "Exchange Rate Determination Date" means for purposes of the
determination of the Exchange Rate of any stated amount on any Business Day in
relation to any Alternative Currency Borrowing, the date which is three Business
Days prior to such Borrowing.

                  "Excluded Taxes" means in the case of a Lender or Agent, taxes
imposed on or measured by the overall net income, receipts, net profits or
capital of such Lender or Agent or a branch of such Lender or Agent (including,
branch profits taxes), and franchise taxes imposed on such Lender or Agent by
(i) the jurisdiction in which such Lender or Agent is incorporated or organized
or (ii) the jurisdiction (or political subdivision or taxing authority thereof)
in which such Lender's or Agent's lending office in respect of which payments
under this Agreement are made is located or is otherwise carrying on business.

                  "Existing Credit Agreements" means (i) that certain Long-Term
Credit Agreement dated as of August 10, 1998, as heretofore amended,
supplemented or otherwise modified, among Company, the financial institutions
party thereto, The First National Bank of Chicago, as administrative agent for
such financial institutions, Bank of America National Trust and Savings
Association, as syndication agent, and Lehman Commercial Paper Inc., as
documentation agent, (ii) that certain Short-Term Credit Agreement dated as of
August 10, 1998, as heretofore amended, supplemented or otherwise modified,
among Company, the financial institutions party thereto, The First National Bank
of Chicago, as administrative agent for such financial institutions, Bank of
America National Trust and Savings Association, as syndication agent, and Lehman
Commercial Paper Inc., as documentation agent and (iii) that certain Revolving
Credit Agreement dated as of August 10, 1998, as heretofore amended,
supplemented or otherwise modified, among Ball Packaging Products Canada, Inc.,
Company, as guarantor, the financial institutions party thereto, Bank One
Canada, as agent and Banc One Capital Markets, Inc., as arranger.

                  "Facility" means any of the credit facilities established
under this Agreement.

                  "Facing Agent" means each of DB and any other Lender agreed to
by such Lender, Company and Administrative Agent.

                  "Federal Funds Rate" means on any one day, the rate per annum
equal to the weighted average (rounded upwards, if necessary, to the nearest
1/100th of 1%) of the rate on overnight federal funds transactions with members
of the Federal Reserve System only arranged by federal funds brokers, as
published as of such day by the Federal Reserve Bank of New York, or, if such
rate is not so published, the average of the quotations for such day on such
transactions received by DB from three federal funds brokers of recognized
standing selected by DB.

                  "Fiscal Quarter" has the meaning assigned to that term in
Section 7.13.

                  "Fiscal Year" has the meaning assigned to that term in Section
7.13.

                  "Fixed Charge Coverage Ratio" means, for any period, the ratio
of (i) Consolidated EBITDA minus Consolidated Capital Expenditures to (ii)
Consolidated Fixed Charges for such period.

                   "Foreign Pension Plan" means any plan, fund (including,
without limitation, any super-annuation fund) or other similar program
established or maintained outside of the United States of America by Company or
one or more of its Subsidiaries primarily for the benefit of employees of
Company or such Subsidiaries residing outside the United States of America,
which plan, fund, or similar program provides or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which is not subject to ERISA or the Code.

                  "Foreign Subsidiary" means any Subsidiary that is organized
under the laws of a jurisdiction other than the United States of America or any
state thereof or the District of Columbia.

                  "Former Premises" means, at any time, all real property
formerly owned, leased or operated by Company or any of its Subsidiaries.

                  "French Onward Subrogation Agreement" means that certain
French Onward Subrogation Agreement, dated as of June 27, 2002, by and among
Schmalbach as parent and master servicer, Continental Can Company Limited as
onward seller, Interprise, and Bank One, NA as administrative agent, as such
agreement may be amended, restated or otherwise modified from time to time in
accordance with the terms hereof, or any replacement or substitution therefor.

                  "French Receivables Subrogation Agreement" means that certain
French Receivables Subrogation Agreement, dated as of June 27, 2002, by and
among Schmalbach as offer agent and parent, Continental Can France S.A.S. as
seller and servicer, Continental Can Company Limited as purchaser, and Bank One,
NA as administrative agent, as such agreement may be amended, restated or
otherwise modified from time to time in accordance with the terms hereof, or any
replacement or substitution therefor.

                  "Fund" means a Person that is a fund that invests in senior
loans.

                  "GAAP" means generally accepted accounting principles in the
U.S. as in effect from time to time.

                  "German Receivables Purchase Agreement" means that certain
German Receivables Purchase Agreement, dated as of June 27, 2002, by and among
Schmalbach as seller and servicer, Interprise as purchaser, and Bank One, NA as
agent, as such agreement may be amended, restated or otherwise modified from
time to time in accordance with the terms hereof, or any replacement or
substitution therefor.

                  "Government Acts" has the meaning assigned to that term in
Section 2.10(h).

                  "Governmental Authority" means any nation or government, any
intergovernmental or supranational body, any state or other political
subdivision thereof and any entity lawfully exercising executive, legislative,
judicial, regulatory or administrative functions of government, any securities
exchange and any self-regulatory organization (including the National
Association of Insurance Commissioners).

                  "Guarantee Obligations" means, as to any Person, without
duplication, any direct or indirect contractual obligation of such Person
guaranteeing or intended to guarantee any Indebtedness or Operating Lease,
dividend or other obligation ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent:
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor; (ii) to advance or supply funds (a) for the
purchase or payment of any such primary obligation, or (b) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor; (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation; or (iv) otherwise to assure or hold harmless the owner
of such primary obligation against loss in respect thereof; provided, however,
that the term Guarantee Obligations shall not include any endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee Obligation at any time shall be deemed to be an amount
equal to the lesser at such time of (a) the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made or (b)
the maximum amount for which such Person may be liable pursuant to the terms of
the instrument embodying such Guarantee Obligation; or, if not stated or
determinable, the maximum reasonably anticipated liability (assuming full
performance) in respect thereof.

                  "Guaranteed Creditors" means and includes Administrative
Agent, the Lenders and each Lender or an Affiliate of a Lender (even if such
Lender ceases to be a Lender under this Agreement for any reason) which becomes
a party to one or more Interest Rate Agreements or Other Hedging Agreements
entered into by a Borrower (other than Company) or its Subsidiaries.

                  "Guaranteed Obligations" means (i) the principal and interest
(whether such interest is allowed as a claim in a bankruptcy proceeding with
respect to European Holdco, each Subsidiary Borrower and Canadian Borrower or
otherwise) on each Note issued by European Holdco, each Subsidiary Borrower and
Canadian Borrower to each Lender, and all Loans made under this Agreement and
all reimbursement obligations and Unpaid Drawings with respect to Letters of
Credit (other than with respect to Company obligations), together with all other
obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities
(including, without limitation, indemnities, fees and interest thereon) of
European Holdco, each Subsidiary Borrower and Canadian Borrower to such Lender
now existing or hereafter incurred under, arising out of or in connection with
this Agreement or any other Loan Documents and the due performance and
compliance with all terms, conditions and agreements contained in the Loan
Documents by European Holdco, Subsidiary Borrowers and Canadian Borrower, and
(ii) all obligations (including obligations which, but for the automatic stay
under Section 362(a) of the Bankruptcy Code, would become due) of European
Holdco, any Subsidiary Borrower or Canadian Borrower owing under any Interest
Rate Agreement or Other Hedging Agreement entered into by European Holdco, any
Subsidiary Borrower or Canadian Borrower or any of their Subsidiaries with any
Lender or any Affiliate thereof (even if such Lender subsequently ceases to be a
Lender under this Agreement for any reason) so long as such Lender or Affiliate
participates in such Interest Rate Agreement or Other Hedging Agreement, and
their subsequent assigns, if any, whether or not existing or hereafter arising,
and the due performance and compliance with all terms, conditions and agreements
contained therein.

                  "Guarantors" means, collectively, Company and each Person
party to any European Loan Guaranty, Canadian Loan Guaranty and/or United States
Loan Guaranty.

                  "Guaranty" means each European Loan Guaranty, Canadian Loan
Guaranty and United States Loan Guaranty.

                  "Hazardous Materials" means (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "restricted hazardous materials," "extremely hazardous wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar meaning and regulatory
effect; or (c) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any Governmental Authority.

                  "Indebtedness" means, as applied to any Person (without
duplication):

                  (i) all indebtedness of such Person for borrowed money;

                  (ii) the deferred and unpaid balance of the purchase price of
assets or services (other than trade payables and other accrued liabilities
incurred in the ordinary course of business that are not overdue by more than 90
days from the required payment date therefor unless being contested in good
faith) which purchase price is (a) due more than six months from the date of
incurrence of the obligation in respect thereof or (b) evidenced by a note or a
similar written instrument;

                  (iii) all Capitalized Lease Obligations;

                  (iv) all indebtedness secured by any Lien on any property
owned by such Person, whether or not such indebtedness has been assumed by such
Person or is nonrecourse to such Person;

                  (v) notes payable and drafts accepted representing extensions
of credit whether or not representing obligations for borrowed money (other than
such notes or drafts for the deferred purchase price of assets or services which
does not constitute Indebtedness pursuant to clause (ii) above);

                  (vi) indebtedness or obligations of such Person, in each case,
evidenced by bonds, notes or similar written instruments;

                  (vii) the face amount of all letters of credit and bankers'
acceptances issued for the account of such Person, and without duplication, all
drafts drawn thereunder other than, in each case, commercial or standby letters
of credit or the functional equivalent thereof issued in connection with
performance, bid or advance payment obligations incurred in the ordinary course
of business, including, without limitation, performance requirements under
workers compensation or similar laws;

                  (viii) all obligations of such Person under Interest Rate
Agreements or Other Hedging Agreements;

                  (ix) Guarantee Obligations of such Person; and

                  (x) Attributable Debt of such Person;

provided, Indebtedness shall exclude COLI Policy Advances except to the extent
such COLI Policy Advances constitute Indebtedness of Company and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.

                  "Indebtedness to Remain Outstanding" shall have the meaning
assigned to that term in Section 6.5(d).

                  "Indemnified Person" has the meaning assigned to that term in
Section 12.4(b).

                  "Initial Borrowing" means the first Borrowing by certain
Borrowers under this Agreement.

                  "Initial Borrowing Date" means the date of the Initial
Borrowing.

                  "Initial Loan" means the first Loan made by the Lenders under
this Agreement.

                  "Intellectual Property" has the meaning assigned to that term
in Section 6.21.

                  "Intercompany Indebtedness" means Indebtedness of Company or
any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

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

                  "Interest Payment Date" means (a) as to any Base Rate Loan or
Canadian Prime Rate Loan, each Quarterly Payment Date to occur while such Loan
is outstanding, (b) as to any Eurocurrency Loan having an Interest Period of
three months or less the last day of the Interest Period applicable thereto and
(c) as to any Eurocurrency Loan having an Interest Period longer than three
months, each three (3) month anniversary of the first day of the Interest Period
applicable thereto and the last day of the Interest Period applicable thereto;
provided, however, that, in addition to the foregoing, each of (i) the date upon
which both the Multicurrency Revolving Commitments have been terminated and the
Multicurrency Revolving Loans have been paid in full, (ii) the date upon which
both the Canadian Revolving Commitments have been terminated and the Canadian
Revolving Loans have been paid in full and (iii) the applicable Term Maturity
Date shall be deemed to be an "Interest Payment Date" with respect to any
interest which is then accrued hereunder for such Loan.

                  "Interest Period" has the meaning assigned to that term in
Section 3.4.

                  "Interest Rate Agreement" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate futures contract, interest rate option contract or other similar agreement
or arrangement to which Company or any Subsidiary is a party.

                  "Interest Rate Determination Date" means the date for
calculating the Eurocurrency Rate for an Interest Period, which date shall be
(i) in the case of any Eurocurrency Loan in Dollars, the second Business Day
prior to first day of the related Interest Period for such Loan or (ii) in the
case of any Eurocurrency Loan in an Alternative Currency, the date on which
quotations would ordinarily be given by prime banks in the relevant interbank
market for deposits in the Applicable Currency for value on the first day of the
related Interest Period for such Eurocurrency Loan; provided, however, that if
for any such Interest Period with respect to an Alternative Currency Loan,
quotations would ordinarily be given on more than one date, the Interest Rate
Determination Date shall be the last of those dates.

                  "Interprise" means International Preferred Securitization
(Interprise) B.V., a company incorporated under the laws of the Netherlands.

                  "Inventory" means, inclusively, all inventory as defined in
the UCC from time to time and all goods, merchandise and other personal property
wherever located, now owned or hereafter acquired by Company or any of its
Subsidiaries of every kind or description which are held for sale or lease or
are furnished or to be furnished under a contract of service or are raw
materials, work-in-process or materials used or consumed or to be used or
consumed in Company's or any of its Subsidiaries' business.

                  "Investment" means, as applied to any Person, (i) any direct
or indirect purchase or other acquisition by that Person of, or a beneficial
interest in, Securities of any other Person, or a capital contribution by that
Person to any other Person (ii) any direct or indirect loan or advance to any
other Person (other than prepaid expenses or Receivable created or acquired in
the ordinary course of business), including all Indebtedness to such Person
arising from a sale of property by such person other than in the ordinary course
of its business (iii) any Acquisition or (iv) any purchase by that Person of a
futures contract or such person otherwise becoming liable for the purchase or
sale of currency or other commodity at a future date in the nature of a futures
contract. The amount of any Investment by any Person on any date of
determination shall be the sum of the value of the gross assets transferred to
or acquired by such Person (including the amount of any liability assumed in
connection with such transfer or acquisition by such Person to the extent such
liability would be reflected on a balance sheet prepared in accordance with
GAAP) plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment, minus the amount of all cash returns of principal or
capital thereon, cash dividends thereon and other cash returns on investment
thereon or liabilities expressly assumed by another Person (other than Company
or another Subsidiary of Company) in connection with the sale of such
Investment. Whenever the term "outstanding" is used in this Agreement with
reference to an Investment, it shall take into account the matters referred to
in the preceding sentence.

                  "IRS" means the United States Internal Revenue Service, or any
successor or analogous organization.

                  "ITA" means the Income Tax Act (Canada), as from time to time
amended, including the regulations proposed or promulgated thereunder, or any
successor statute and the regulations proposed or promulgated thereunder.

                  "LC Commission" has the meaning assigned to that term in
Section 2.10(g)(ii).

                  "LC Obligations" means, at any time, an amount equal to the
sum of (a) the aggregate Stated Amount of the then outstanding Letters of Credit
and (b) the aggregate amount of Unpaid Drawings under Letters of Credit which
have not then been reimbursed pursuant to Section 2.10(f). The LC Obligation of
any Lender at any time shall mean its Multicurrency Revolver Pro Rata Share of
the aggregate LC Obligations outstanding at such time.

                  "LC Participant" has the meaning assigned to that term in
Section 2.10(e).

                  "LC Supportable Indebtedness" means (i) obligations of Company
or its Subsidiaries incurred in the ordinary course of business with respect to
insurance obligations and workers' compensation, surety bonds and other similar
statutory obligations and (ii) such other obligations of Company or any of its
Subsidiaries as are reasonably acceptable to the respective Facing Agent and
otherwise not restricted pursuant to the terms of this Agreement.

                  "Lender" and "Lenders" have the respective meanings assigned
to those terms in the introduction to this Agreement and shall include any
Person that becomes a "Lender" as contemplated by Section 12.8.

                  "Lender Default" means (i) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.10(f) or (ii) a Lender
having notified in writing Borrowers and/or Administrative Agent that it does
not intend to comply with its obligations under Section 2.10(e) or Section
2.10(f), as a result of any takeover of such Lender by any regulatory authority
or agency.

                  "Letter of Credit Payment" means as applicable (a) all
payments made by the respective Facing Agent pursuant to either a draft or
demand for payment under a Letter of Credit or (b) all payments by Lenders
having Multicurrency Revolving Commitments to such Facing Agent in respect
thereof (whether or not in accordance with their Multicurrency Revolver Pro Rata
Share).

                  "Letter of Credit Request" has the meaning assigned to that
term in Section 2.10(c).

                  "Letters of Credit" is defined in Section 2.10(a).

                  "Leverage Ratio" means, for any period, the ratio of
Consolidated Debt as of the last day of such period to Consolidated EBITDA for
such period.

                  "Lien" means (i) any judgment lien or execution, attachment,
levy, distraint or similar legal process and (ii) any mortgage, pledge,
hypothecation, collateral assignment, security interest, encumbrance, lien
(statutory or otherwise), charge or deposit arrangement (other than a deposit to
a Deposit Account not intended as security) of any kind or other arrangement of
similar effect (including, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof, any agreement to give
any of the foregoing, or any sale of receivables with recourse against the
seller or any Affiliate of the seller).

                  "Loan" means any Term Loan, Multicurrency Revolving Loan,
Canadian Revolving Loan or Swing Line Loan and "Loans" means all such Loans
collectively.

                  "Loan Documents" means, collectively, this Agreement, the
Notes, each Letter of Credit, each Security Document, each United States Loan
Guaranty, each European Loan Guaranty, each Canadian Loan Guaranty, each
Interest Rate Agreement and Other Hedging Agreement to which any Lender or any
Affiliate of a Lender is a party, and all other agreements, instruments and
documents executed in connection therewith, in each case as the same may at any
time be amended, supplemented, restated or otherwise modified and in effect.

                  "Majority Lenders" of any Facility means those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if all outstanding Obligations of other Facilities under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

                  "Manufacturing Supply Agreement" means that certain
Manufacturing Supply Agreement, dated as of January 1, 1994, by and between
Canadian Borrower and Ball Metal Packaging Sales Corp., a Colorado corporation
and successor by assignment to the Company, as amended, restated, supplemented
and otherwise modified as of the date hereof.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, financial condition, operations or prospects of Company and
its Subsidiaries taken as a whole, (b) the ability of Company or any Subsidiary
to perform, in any material respect, its respective obligations under any Loan
Document to which it is a party, or (c) the validity or enforceability of this
Agreement or any of the Security Documents.

                  "Material Subsidiary" means any Subsidiary of Company, which
either (i) the consolidated total assets of which were more than 3% of the
Company's Consolidated Assets as of the end of the most recently completed
Fiscal Year of Company for which audited financial statements are available or
(ii) the consolidated total revenues of which were more than 7% of Company's
consolidated total revenues for such period; provided that, in the event the
aggregate of the total assets of all Subsidiaries that do not constitute
Material Subsidiaries exceeds 7% of Company's Consolidated Assets as of such
date or the consolidated total revenues of such Subsidiaries exceeds 12% of
Company's consolidated total revenues as of such date, Company (or
Administrative Agent, in the event Company has failed to do so promptly (and in
any event within thirty (30) Business Days) after request therefor by
Administrative Agent) shall, to the extent necessary, designate, on a reasonable
basis, sufficient Subsidiaries (other than members of the BAP Group or any
Permitted Aerospace JV) to be deemed to be "Material Subsidiaries" to eliminate
such excess, and such designated Subsidiaries shall thereafter constitute
Material Subsidiaries. Assets of Foreign Subsidiaries shall be converted into
Dollars at the rates used for purposes of preparing the consolidated balance
sheet of Company included in such audited financial statements.

                  "Maximum Commitment" means, when used with reference to any
Lender, the aggregate of such Lender's Term Commitments, Multicurrency Revolving
Commitment and Canadian Revolving Commitment in the amounts not to exceed those
set forth opposite the name of such Lender on Schedule 1.1(a) hereto, subject to
reduction from time to time in accordance with the terms of this Agreement.

                  "Minimum Borrowing Amount" means (i) with respect to Base Rate
Loans, $1,000,000, (ii) with respect to Eurocurrency Loans, $5,000,000 in the
case of a Borrowing in Dollars, (pound)3,000,000 in the case of a Borrowing in
Sterling and (euro)5,000,000 in the case of a Borrowing in Euros, (iii) with
respect to U.S. Swing Line Loans, $1,000,000, (iv) with respect to European
Swing Line Loans, (pound)500,000 in the case of a Borrowing in Sterling and
(euro)1,000,000 in the case of a Borrowing in Euro, (v) with respect to Canadian
Prime Rate Loans, Cdn.$1,000,000, and (vi) with respect to B/A Loans
Cdn.$5,000,000.

                  "Minimum Borrowing Multiple" means, (i) in the case of a
Borrowing in Dollars, $1,000,000, (ii) in the case of a Borrowing in Euros,
(euro)1,000,000, (iii) in the case of a Borrowing in Sterling (pound)500,000 and
(iv) in the case of a Borrowing in Canadian Dollars, Cdn.$1,000,000.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Most Recent Leverage Ratio" means, at any date, the Leverage
Ratio for the Test Period ending as of the most recently ended Fiscal Quarter
for which financial statements have been delivered to the Lenders pursuant to
Section 7.1; provided, however, that if Company fails to deliver such financial
statements as required by Section 7.1 and further fails to remedy such default
within five days of notice thereof from Administrative Agent, then, without
prejudice to any other rights of any Lender hereunder, the Most Recent Leverage
Ratio shall be deemed to be greater than 3.0 to 1 as of the date such financial
statements were required to be delivered under Section 7.1. Notwithstanding the
foregoing or the provisions of the last sentence of Section 3.3, from the date
hereof to the date six (6) months after the date of the Initial Borrowing
hereunder, the Most Recent Leverage Ratio shall not be less than 3.0 to 1.

                  "Multicurrency Revolver Pro Rata Share" means, when used with
reference to any Multicurrency Revolving Lender and any described aggregate or
total amount, an amount equal to the result obtained by multiplying such
described aggregate or total amount by a fraction the numerator of which shall
be such Multicurrency Revolving Lender's Multicurrency Revolving Commitment or,
if the Multicurrency Revolver Termination Date has occurred, the Effective
Amount of such Multicurrency Revolving Lender's then outstanding Multicurrency
Revolving Loans and the denominator of which shall be the Multicurrency
Revolving Commitments or, if the Multicurrency Revolver Termination Date has
occurred, the Effective Amount of all then outstanding Multicurrency Revolving
Loans.

                  "Multicurrency Revolver Sublimit" means, when used in
reference to Company, the Total Multicurrency Revolving Commitment and when used
in reference to European Holdco or a Subsidiary Borrower, the maximum aggregate
Effective Amount of outstanding Multicurrency Revolving Loans, LC Obligations
and Swing Line Loans permitted to be borrowed by European Holdco or such
Subsidiary Borrower, which amount is set forth on Schedule 1.1(b) attached
hereto.

                  "Multicurrency Revolver Termination Date" means the earliest
to occur of (i) December 19, 2007 or (ii) such earlier date as the Multicurrency
Revolving Commitments shall have been terminated or otherwise reduced to $0
pursuant to this Agreement.

                  "Multicurrency Revolving Commitment" means, with respect to
any Multicurrency Revolving Lender, the obligation of such Multicurrency
Revolving Lender to make Multicurrency Revolving Loans, as such commitment may
be adjusted from time to time pursuant to this Agreement, which commitment as of
the date hereof is the amount set forth opposite such Lender's name on Schedule
1.1(a) hereto under the caption "Amount of Multicurrency Revolving Commitment"
as the same may be adjusted from time to time pursuant to the terms hereof and
"Multicurrency Revolving Commitments" means such commitments collectively, which
commitments equal $415,000,000 in the aggregate as of the date hereof.

                  "Multicurrency Revolving Facility" means the credit facility
under this Agreement evidenced by the Multicurrency Revolving Commitments and
the Multicurrency Revolving Loans.

                  "Multicurrency Revolving Lender" means any Lender which has a
Multicurrency Revolving Commitment or is owed a Multicurrency Revolving Loan (or
a portion thereof).

                  "Multicurrency Revolving Loan" and "Multicurrency Revolving
Loans" have the meanings given in Section 2.1(b).

                  "Multicurrency Revolving Note" has the meaning assigned to
that term in Section 2.2(a).

                  "Multiemployer Plan" means a Plan that is a "multiemployer
plan" as defined in Section 4001(a)(3) of ERISA to which Company or any
Subsidiary of Company or any ERISA Affiliate contributes or has an obligation to
contribute.

                  "Net Offering Proceeds" means the proceeds received from (a)
the issuance of any Capital Stock (or capital contribution with respect to
Capital Stock) or (b) the incurrence of any Indebtedness, in each case net of
the liabilities for reasonably anticipated cash taxes in connection with such
issuance or incurrence, if any, any underwriting, brokerage and other customary
selling commissions incurred in connection with such issuance or incurrence, and
reasonable legal, advisory and other fees and expenses, including, without
limitation, title and recording tax expenses, if any, incurred in connection
with such issuance or incurrence.

                  "Net Sale Proceeds" means, with respect to any Asset
Disposition (including any Aerospace Asset Disposition) the aggregate cash
payments received by Company or any Subsidiary from such Asset Disposition
(including, without limitation, cash received by way of deferred payment
pursuant to a note receivable, conversion of non-cash consideration, cash
payments in respect of purchase price adjustments or otherwise, but only as and
when such cash is received) minus the direct costs and expenses incurred in
connection therewith (including in the case of any Asset Disposition, the
payment of the outstanding principal amount of, premium, if any, and interest on
any Indebtedness (other than hereunder) required to be repaid as a result of
such Asset Disposition); and any provision for taxes in respect thereof made in
accordance with GAAP, provided that, such expenses shall only include taxes to
the extent that taxes are payable in cash in the current year or the following
year as a result of such Asset Disposition. Any proceeds received in a currency
other than Dollars shall, for purposes of the calculation of the amount of Net
Sale Proceeds, be in an amount equal to the Dollar Equivalent thereof as of the
date of receipt thereof by Company or any Subsidiary of Company.

                  "Non-Defaulting Lender" means each Lender which is not a
Defaulting Lender.

                  "Note" means any of the Canadian Revolving Notes, the
Multicurrency Revolving Notes, the Swing Line Note or the Term Notes and "Notes"
means all of such Notes collectively.

                  "Notice Address" shall mean the office of Administrative Agent
located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, or such
other office as Administrative Agent may hereafter designate in writing as such
to the other parties hereto, provided that in the case of all borrowings under
any Term Facility funded in an Alternative Currency and all borrowings in
Alternative Currencies under the Multicurrency Revolving Facility and all
notices relating thereto, the "Notice Office" shall mean the office specified
above, with a copy of the respective notice to be delivered at the same time as
otherwise required pursuant to the terms of this Agreement to the office of
Administrative Agent located at Deutsche Bank AG London Branch, 1 Appold Street,
Broadgate, London EC2A HE, Attention: Loans Agency Department.

                  "Notice of Borrowing" has the meaning assigned to that term in
Section 2.5.

                  "Notice of Canadian Borrowing" has the meaning assigned to
that term in Section 2A.5.

                  "Notice of Canadian Conversion or Continuation" has the
meaning assigned to that term in Section 2A.6.

                  "Notice of Conversion or Continuation" has the meaning
assigned to that term in Section 2.6.

                  "Notice Office" means the office of Administrative Agent
located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, Attn:
Commercial Loan Division, or such other office as Administrative Agent may
designate to Borrowers and the Lenders from time to time and with respect to
Canadian Administrative Agent, 222 Bay Street, Suite 1100, P.O. Box 64, Toronto,
Canada M5K1E7, or such other office as Canadian Administrative Agent may
designate to Borrowers and the Lenders from time to time.

                  "Obligations" means all liabilities and obligations of Company
and its Subsidiaries now or hereafter arising under this Agreement and all of
the other Loan Documents, whether for principal, interest, fees, expenses,
indemnities or otherwise, and whether primary, secondary, direct, indirect,
contingent, fixed or otherwise (including obligations of performance).

                  "Operating Lease" of any Person, means any lease (including,
without limitation, leases which may be terminated by the lessee at any time) of
any property (whether real, personal or mixed) by such Person, as lessee, which
is not a Capitalized Lease.

                  "Organizational Documents" means, with respect to any Person,
such Person's articles or certificate of incorporation, certificate of
amalgamation, memorandum or articles of association, bylaws, partnership
agreement, limited liability company agreement, joint venture agreement or other
similar governing documents and any document setting forth the designation,
amount and/or relative rights, limitations and preferences of any class or
series of such Person's Capital Stock.

                  "Other Hedging Agreement" means any foreign exchange contract,
currency swap agreement, futures contract, commodity agreements, option
contract, synthetic cap or other similar agreement.

                  "Outstanding Letters of Credit" has the meaning assigned to
that term in Section 2.10(j).

                  "Overnight Euro Rate" on any date shall mean the offered
quotation to first-class banks in the London interbank market by European Swing
Line Lender for Euro overnight deposits of amounts in immediately available
funds comparable to the outstanding principal amount of the Euro Swing Line Loan
of European Swing Line Lender as of 11:00 a.m. (London time) on such date,
provided that in the event Administrative Agent has made any determination
pursuant to Section 3.6 in respect of European Swing Line Loans denominated in
Euros, or in the circumstances described in Section 3.6 in respect of European
Swing Line Loans denominated in Euros, the Overnight Euro Rate determined
pursuant to this definition shall instead be the rate determined by European
Swing Line Lender as the all-in-cost of funds for European Swing Line Lender to
fund such Euro Swing Line Loan in each case, plus the Applicable Eurocurrency
Margin for Multicurrency Revolving Loans.

                  "Overnight LIBOR Rate" on any date shall mean the offered
quotation to first-class banks in the London interbank market by European Swing
Line Lender for Sterling overnight deposits of amounts in immediately available
funds comparable to the outstanding principal amount of the European Swing Line
Loan denominated in Sterling of European Swing Line Lender as of 11:00 a.m.
(London time) on such date, provided, that in the event Administrative Agent has
made any determination pursuant to Section 3.6 in respect of European Swing Line
Loans denominated in Sterling, or in the circumstances described in Section 3.6
in respect of European Swing Line Loan, the Overnight LIBOR Rate determined
pursuant to this definition shall instead be the rate determined by European
Swing Line Lender as the all-in-cost of funds for European Swing Line Lender to
fund such European Swing Line Loan, in each case, plus the Applicable
Eurocurrency Margin for Multicurrency Revolving Loans.

                  "Overnight Rate Loan" shall mean each European Swing Line Loan
which bears interest at a rate determined with reference to the Overnight Euro
Rate or the Overnight LIBOR Rate, as applicable based on the Alternative
Currency borrowed.

                  "Participants" has the meaning assigned to that term in
Section 12.8(b).

                  "Participating Subsidiary" means any Subsidiary of Company
that is a participant in a Permitted Accounts Receivable Securitization.

                  "Payment Office" means (a) with respect to Administrative
Agent or U.S. Swing Line Lender, for payments with respect to Dollar-denominated
Loans and, except as provided in clauses (b) and (c) below, all other amounts,
90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, Attn: Commercial
Loan Division, or such other address as Administrative Agent or U.S. Swing Line
Lender, as the case may be, may from time to time specify in accordance with
Section 12.3, (b) with respect to Administrative Agent or European Swing Line
Lender, for payments in any Alternative Currency, such account at such bank or
office in London or such other place as Administrative Agent or European Swing
Line Lender, as the case may be, shall designate by notice to the Person
required to make the relevant payment and (c) with respect to Canadian
Administrative Agent, for payments with respect to Canadian Revolving Loans,
such account at such bank or office in Canada or such other place as Canadian
Administrative Agent shall designate by notice to the Person required to make
the relevant payment.

                  "PBGC" means the Pension Benefit Guaranty Corporation created
by Section 4002(a) of ERISA.

                  "Permitted Accounts Receivable Securitization" means (i) the
receivables financing program evidenced by the European Receivables Purchase
Documents and the receivables financing program evidenced by the Domestic
Receivables Purchase Documents, in each case, together with any amendments,
restatements or other modifications or refinancings permitted by this Agreement,
provided that, the recourse obligations of Company or any of its Subsidiaries
(other than a Receivables Subsidiary) are not increased in any material respect
and such documentation is otherwise on market terms and conditions after giving
effect to such amendment or other modification and (ii) any other receivables
financing program providing for the sale or transfer of Receivables Facility
Assets by Company or its Participating Subsidiaries to a Receivables Subsidiary
in transactions purporting to be sales (and treated as sales for GAAP purposes),
in each case, without any guarantee by Company or any of its Subsidiaries (other
than a Receivables Subsidiary) and otherwise on market terms and conditions.

                  "Permitted Acquisition" means any Acquisition by Company or a
Subsidiary of Company if all of the following conditions are met on the date
such Acquisition is consummated:

                  (a) no Event of Default or Unmatured Event of Default has
occurred and is continuing or would result therefrom;

                  (b) such acquisition has not been preceded by an unsolicited
tender offer for such Person by Company or any of its Affiliates;

                  (c) all transactions related thereto are consummated in
compliance, in all material respects, with applicable Requirements of Law;

                  (d) in the case of any acquisition of any equity interest in
any Person, after giving effect to such acquisition such Person becomes a
Wholly-Owned Subsidiary of Company which is not a member of the BAP Group or any
Permitted Aerospace JV (or with respect to any such Person that does not become
a Wholly-Owned Subsidiary, such Person becomes a Subsidiary of Company, and, to
the extent required by Section 7.12, (i) guarantees the Obligations hereunder
and (ii) grants the security interest contemplated by such Section 7.12);

                  (e) all actions, if any, required to be taken under Section
7.12 with respect to any acquired or newly formed Subsidiary and its property
are taken as and when required under Section 7.12;

                  (f) if the Leverage Ratio (calculated on a Pro Forma Basis for
the period of four Fiscal Quarters ending with the Fiscal Quarter for which
financial statements have most recently been delivered (or were required to be
delivered) under Section 7.1) is greater than 2.85 to 1.0, the aggregate
purchase price (including assumed Indebtedness for money borrowed and
Attributable Debt) of all Acquisitions shall not exceed (a) for any single
transaction or series of related transactions, $200,000,000; and (b) for all
transactions from and after the date hereof, $300,000,000; and

                  (g) if the aggregate Investment for such acquisition is
$50,000,000 or greater (including the maximum value of earn out obligations, if
any): (x) after giving effect thereto on a Pro Forma Basis for the period of
four Fiscal Quarters ending with the Fiscal Quarter for which financial
statements have most recently been delivered (or were required to be delivered)
under Section 7.1, no Event of Default or Unmatured Event of Default would exist
hereunder; (y) there is at least $100,000,000 of Available Liquidity and (z) on
or before the date of such acquisition and before Company or any Subsidiary
enters into such acquisition or any agreement therefor (that is not contingent
upon such acquisition being permitted under this Agreement), Company delivers to
Administrative Agent and Lenders a certificate signed on behalf of Company by
the Chief Financial Officer or Treasurer of Company attaching financial
statements of the business or Person to be acquired, including income statements
or statements of cash flows and, if available, balance sheet statements for at
least the fiscal year or the four fiscal quarters then most recently ended,
together with pro forma financial statements supporting the calculations
required by clauses (x) and (y) hereof, if applicable, certified on behalf of
Company by the Chief Financial Officer or Treasurer of Company to the best of
his or her knowledge.

                  "Permitted Additional Indebtedness" has the meaning assigned
to that term in Section 8.2(d).

                  "Permitted Aerospace JV" means a Person (together with its
Subsidiaries, if any) organized by the Company or Ball Aerospace and one or more
third parties for the purpose, among other things, of conducting the Aerospace
Business regardless of whether such Person is a subsidiary, a joint venture or a
minority-owned Person provided that (i) such Person shall not be a Controlled
Subsidiary and (ii) to the extent the assets (net of cash proceeds) transferred
by Company and its Subsidiaries to such Permitted Aerospace JV were more than 3%
of Company's Consolidated Assets as of the end of the most recently completed
Fiscal Year of Company for which audited financial statements are available or
the business transferred by Company and its Subsidiaries to such Permitted
Aerospace JV accounted for more than 7% of Company's consolidated total revenues
for such period, all of the Capital Stock of such Person owned by the Company
and its Subsidiaries shall, promptly and in any event within sixty (60) days, be
pledged as collateral to Collateral Agent for the benefit of the Secured
Creditors.

                  "Permitted Covenant" means (i) any periodic reporting
covenant, (ii) any covenant restricting payments by Company with respect to any
securities of Company which are junior to the Permitted Preferred Stock, (iii)
any covenant the default of which can only result in an increase in the amount
of any redemption price, repayment amount, dividend rate or interest rate, (iv)
any covenant providing board observance rights with respect to Company's board
of directors and (v) any other covenant that does not adversely affect the
interests of the Lenders (as reasonably determined by Administrative Agent).

                  "Permitted Debt Documents" means, collectively, the 2006
Senior Note Documents, the 2008 Subordinated Note Documents, the 2012 Senior
Note Documents and any other documents evidencing, guaranteeing or otherwise
governing Permitted Additional Indebtedness or Permitted Refinancing
Indebtedness of any of the foregoing.

                  "Permitted Guarantee Obligations" means (i) Guarantee
Obligations of Company or any of its Subsidiaries of obligations of any Person
under leases, supply contracts and other contracts or warranties and
indemnities, in each case, not constituting Indebtedness of such Person, which
have been or are undertaken or made in the ordinary course of business by
Company or any of its Subsidiaries (including, without limitation, guarantees of
leases and supply contracts entered into in the ordinary course of business),
(ii) Guarantee Obligations arising under the Transaction Documents, (iii)
Guarantee Obligations of any Credit Party with respect to Indebtedness permitted
under Section 8.2 (other than clauses (b), (f), (g) and (j) of such Section) of
any other Credit Party, provided that, to the extent that such Indebtedness is
subordinated to the Obligations, such Guarantee Obligations shall be
subordinated to the Obligations on terms reasonably acceptable to Administrative
Agent, (iv) Guarantee Obligations of any Subsidiary that is not a Credit Party
with respect to Indebtedness permitted under Section 8.2 (other than clauses
(b), (f), (g) and (j) of such Section) of any other Subsidiary that is not a
Credit Party, (v) Guarantee Obligations with respect to surety, appeal and
performance bonds obtained by Company or any of its Subsidiaries in the ordinary
course of business and (vi) additional Guarantee Obligations which (other than
Guarantee Obligations of Indebtedness permitted under Section 8.2(b)) do not
exceed the Dollar Equivalent of $35,000,000 in the aggregate at any time.

                  "Permitted Liens" has the meaning assigned to that term in
Section 8.1.

                  "Permitted Preferred Stock" means any preferred stock of
Company (or any equity security of Company that is convertible or exchangeable
into any preferred stock of Company), so long as the terms of any such preferred
stock or equity security of Company (i) do not provide any collateral security,
(ii) do not provide any guaranty or other support by any Borrower or any
Subsidiaries of any Borrower, (iii) do not contain any mandatory put,
redemption, repayment, sinking fund or other similar provision occurring before
the eighth anniversary of the Effective Date, (iv) do not require the cash
payment of dividends or interest, (v) do not contain any covenants other than
any Permitted Covenant, (vi) do not grant the holders thereof any voting rights
except for (x) voting rights required to be granted to such holders under
applicable law, (y) limited customary voting rights on fundamental matters such
as mergers, consolidations, sales of substantial assets, or liquidations
involving Company and (z) other voting rights to the extent not greater than or
superior to those allocated to Company Common Stock on a per share basis, and
(vii) are otherwise reasonably satisfactory to Administrative Agent.

                  "Permitted Real Property Encumbrances" means (i) as to any
particular real property at any time, such easements, encroachments, covenants,
rights of way, subdivisions, parcelizations, minor defects, irregularities,
encumbrances on title (including leasehold title) or other similar charges or
encumbrances which do not, in the reasonable opinion of Administrative Agent,
materially detract from the value of such real property for the purpose for
which it is held by the owner thereof, (ii) municipal and zoning ordinances and
other land use and environmental regulations, which are not violated in any
material respect by the existing improvements and the present use made by the
owner thereof of the premises, (iii) general real estate taxes and assessments
not yet delinquent or the amount or validity of which are being contested in
good faith by appropriate proceedings diligently pursued, provided that,
adequate provision for the payment of all such taxes known to such Person has
been made on the books of such Person to the extent required by GAAP or, in the
case of a Foreign Subsidiary, generally accepted accounting principles in effect
from time to time in its jurisdiction of organization and (iv) such other items
to which Administrative Agent may consent.

                  "Permitted Receivables Transfer" means (i) a sale or other
transfer by Ball Metal Food Container Corp., Ball Plastic Container Corp. and
BMBCC to Ball Capital Corp. of "Receivables" and "Related Security" under and as
such terms are defined in the Domestic Receivables Sale Agreement, in accordance
with the terms of the Domestic Receivables Sale Agreement and/or (ii) a sale by
Ball Capital Corp. to purchasers in accordance with the terms of the Domestic
Receivables Purchase Agreement.

                  "Permitted Refinancing Indebtedness" means a replacement,
renewal, refinancing or extension of any Indebtedness by the Person that
originally incurred such Indebtedness, provided that

                           (i) the principal amount of such Indebtedness (as
determined as of the date of the incurrence of the Indebtedness in accordance
with GAAP) does not exceed the principal amount of the Indebtedness refinanced
thereby on such date plus the amount of accrued and unpaid fees and expenses
incurred in connection with such replacement, renewal, refinancing or extension;

                           (ii) the Weighted Average Life to Maturity of such
Indebtedness is not less than the Weighted Average Life to Maturity of the
Indebtedness being refinanced;

                           (iii) except as permitted in connection with
Permitted Refinancing Indebtedness of the 2006 Senior Notes, such Indebtedness
is not secured by any assets other than those securing such Indebtedness on the
Initial Borrowing Date and is not guaranteed by any Credit Party or any
Subsidiary of any Credit Party except to the extent such Person guaranteed such
Indebtedness being refinanced;

                           (iv) in the case of other indebtedness the Dollar
Equivalent amount which is in excess of $25,000,000, the covenants, defaults and
similar provisions applicable to such Indebtedness, taken as a whole, are no
more restrictive in any material respect than the provisions contained in the
original documentation for such Indebtedness or in this Agreement and do not
conflict in any material respect with the provisions of this Agreement and is
otherwise on market terms and conditions; and

                           (v) (A) in the case of Permitted Refinancing
Indebtedness of the 2006 Senior Notes, (1) such Indebtedness is not Indebtedness
under the Multicurrency Revolving Facility unless the Senior Secured Leverage
Ratio after giving pro forma effect to such Indebtedness would be equal to or
less than 2.25 to 1.00 and Available Liquidity after giving effect to such
incurrence would equal at least $250,000,000 and (2) unless such Indebtedness is
Indebtedness under this Agreement, the scheduled maturity date shall not be
earlier than, nor shall any amortization commence, prior to the date that is one
year after the latest Term Loan Maturity Date; and

                  (B) in the case of Permitted Refinancing Indebtedness of the
2008 Subordinated Notes, (1) such Indebtedness is unsecured, (2) such
Indebtedness is subordinated to the Obligations on terms and conditions not
less, taken as a whole, favorable to the Lenders than the 2008 Subordinated
Notes unless the Leverage Ratio after giving pro forma effect to the incurrence
of such Indebtedness would be equal to or less than 3.00 to 1.00, in which case
such Indebtedness may rank pari passu in right of payment to the Facilities and
(3) the scheduled maturity date shall not be earlier than, nor shall any
amortization commence, prior to the date that is one year after the latest Term
Loan Maturity Date.

                  "Person" means an individual or a corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.

                  "Plan" means any plan described in Section 4021(a) of ERISA
and not excluded pursuant to Section 4021(b) thereof, which is or has, within
the preceding six years, been established or maintained, or to which
contributions are being or have been, within the preceding six years, made, by
Company, any Subsidiary or any ERISA Affiliates.

                  "Plan Administrator" has the meaning assigned to the term
"administrator" in Section 3(16)(A) of ERISA.

                  "Plan Sponsor" has the meaning assigned to the term "plan
sponsor" in Section 3(16)(B) of ERISA.

                  "Pledge Agreements" means, once executed and delivered, each
Canadian Pledge Agreement, European Pledge Agreement and United States Pledge
Agreement.

                  "Pledged Securities" means all of the Pledged Securities as
defined in the Pledge Agreements.

                  "Premises" means, at any time any real estate then owned,
leased or operated by Company or any of its Subsidiaries.

                  "Pro Forma Balance Sheet" has the meaning assigned to that
term in Section 6.5(a).

                  "Pro Forma Basis" means, (a) with respect to the preparation
of pro forma financial statements for purposes of the tests set forth in the
definition of Permitted Acquisitions and for any other purpose relating to a
Permitted Acquisition, pro forma on the basis that (i) any Indebtedness incurred
or assumed in connection with such Acquisition was incurred or assumed on the
first day of the applicable period, (ii) if such Indebtedness bears a floating
interest rate, such interest shall be paid over the pro forma period at the rate
in effect on the date of such Acquisition, and (iii) all income and expense
associated with the assets or entity acquired in connection with such
Acquisition (other than the fees, costs and expenses associated with the
consummation of such Acquisition) for the most recently ended four fiscal
quarter period for which such income and expense amounts are available shall be
treated as being earned or incurred by Company over the applicable period on a
pro forma basis without giving effect to any cost savings other than Pro Forma
Cost Savings, (b) with respect to the preparation of a pro forma financial
statement for any purpose relating to an Asset Disposition, pro forma on the
basis that (i) any Indebtedness prepaid out of the proceeds of such Asset
Disposition shall be deemed to have been prepaid as of the first day of the
applicable Test Period, and (ii) all income and expense (other than such
expenses as Company, in good faith, estimates will not be reduced or eliminated
as a consequence of such Asset Disposition) associated with the assets or entity
disposed of in connection with such Asset Disposition shall be deemed to have
been eliminated as of the first day of the applicable Test Period and (c) with
respect to the preparation of pro forma financial statements for any purpose
relating to an incurrence of Indebtedness, pro forma on the basis that (i) any
Indebtedness incurred or assumed in connection with such incurrence of
Indebtedness was incurred or assumed on the first day of the applicable period,
(ii) if such incurrence of Indebtedness bears a floating interest rate, such
interest shall be paid over the pro forma period at the rate in effect on the
date of the incurrence of such Indebtedness, and (iii) all income and expense
associated with the assets or entity acquired in connection with the incurrence
of Indebtedness (other than the fees, costs and expenses associated with the
consummation of such incurrence of Indebtedness) for the most recently ended
four fiscal quarter period for which such income and expense amounts are
available shall be treated as being earned or incurred by Company over the
applicable period on a pro forma basis without giving effect to any cost savings
other than Pro Forma Cost Savings.

                  "Pro Forma Cost Savings" means with respect to any Permitted
Acquisition, if requested by Company pursuant to the succeeding sentence, the
amount of factually supportable and identifiable pro forma cost savings directly
attributable to operational efficiencies expected to be created by Company with
respect to such Permitted Acquisition which efficiencies can be reasonably
computed (based on the four (4) fiscal quarters immediately preceding the date
of such proposed acquisition) and are approved by Administrative Agent in its
sole discretion acting in good faith. If Company desires to have, with respect
to any Permitted Acquisition, the amount of pro forma cost savings directly
attributable to the aforementioned operational efficiencies treated as part of
the term Pro Forma Cost Savings, then Company shall so notify Administrative
Agent and provide written detail with respect thereto not less than five (5)
Business Days prior to the proposed date of consummation of such Permitted
Acquisition.

                  "Pro Rata Share" means, when used with reference to any Lender
and any described aggregate or total amount of any Facility or Facilities, an
amount equal to the result obtained by multiplying such described aggregate or
total amount by a fraction the numerator of which shall be such Lender's Maximum
Commitment with respect to such Facility or Facilities and the denominator of
which shall be the Total Commitment with respect to such Facility or Facilities
or, if no Commitments are then outstanding, such Lender's aggregate Loans to the
total Loans and Obligations hereunder with respect to such Facility.

                  "Projections" has the meaning assigned to that term in Section
6.5(e).

                  "Quarterly Payment Date" means the last Business Day of each
March, June, September and December of each year commencing March 31, 2003.

                  "Receivable(s)" means and includes all of Company's and its
Subsidiaries' presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of Company and its
Subsidiaries 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 and
guaranties with respect to each of the foregoing, including, without limitation,
any right of stoppage in transit.

                  "Receivables Documents" shall mean all documentation relating
to any Permitted Accounts Receivable Securitization.

                  "Receivables Facility Assets" shall mean all Receivables
(whether now existing or arising in the future) of Company or any of its
Subsidiaries which are transferred pursuant to a Permitted Accounts Receivable
Securitization, and any assets related thereto, including without limitation (i)
all collateral given by the respective account debtor or on its behalf (but not
by Company or any of its Subsidiaries) securing such Receivables, (ii) all
contracts and all guarantees (but not by Company or any of its Subsidiaries) or
other obligations directly related to such Receivables, (iii) other related
assets including those set forth in the Receivables Documents, and (iv) proceeds
of all of the foregoing.

                  "Receivables Facility Attributable Debt" means at any date of
determination thereof in connection with the Receivables Documents, the Domestic
Receivables Purchase Documents or the European Receivables Purchase Documents,
the aggregate net outstanding amount theretofore paid to the applicable seller
of Receivables in respect of the Receivables and related assets sold or
transferred by it in connection with such documents (it being the intent of the
parties that the amount of Receivables Facility Attributable Debt at any time
outstanding approximate as closely as possible the principal amount of
Indebtedness which would be outstanding at such time under the Domestic
Receivables Purchase Agreement or European Receivables Purchase Agreements, as
applicable, if the same were structured as a secured lending agreement rather
than a purchase agreement).

                  "Receivables Subsidiary" means a special purpose, bankruptcy
remote Wholly-Owned Subsidiary of Company which has been or may be formed for
the sole and exclusive purpose of engaging in activities in connection with the
purchase, sale and financing of Receivables in connection with and pursuant to a
Permitted Accounts Receivable Securitization.

                  "Recovery Event" means the receipt by Company (or any of its
Subsidiaries) of any insurance or condemnation proceeds payable (i) by reason of
any theft, physical destruction or damage or any other similar event with
respect to any properties or assets of Company or any of its Subsidiaries, (ii)
by reason of any condemnation, taking, seizing or similar event with respect to
any properties or assets of Company or any of its Subsidiaries or (iii) under
any policy of insurance required to be maintained under Section 7.8; provided,
however, that in no event shall payments made under business interruption
insurance constitute a Recovery Event.

                   "Reference Lenders" mean DB and Bank of America, N.A.

                  "Refunded Swing Line Loans" has the meaning assigned to that
term in Section 2.1(c)(ii).

                  "Register" has the meaning assigned to that term in Section
12.14.

                  "Regulation D" means Regulation D of the Board as from time to
time in effect and any successor provision to all or a portion thereof
establishing reserve requirements.

                  "Related Fund" means, with respect to any Lender which is a
Fund, any other Fund that is administered or managed by the same investment
advisor of such Lender or by an Affiliate of such investment advisor.

                  "Release" means any release, spill, emission, leaking,
pumping, pouring, emptying, dumping, injection, deposit, disposal, discharge,
dispersal, escape, leaching or migration into the environment or into or out of
any property of Company or its Subsidiaries, or at any other location, including
any location to which Company or any Subsidiary has transported or arranged for
the transportation of any Contaminant, including the movement of Contaminants
through or in the air, soil, surface water, groundwater or property of Company
or its Subsidiaries or at any other location, including any location to which
Company or any Subsidiary has transported or arranged for the transportation of
any Contaminant.

                  "Remedial Action" means actions legally required to (i) clean
up, remove, treat or in any other way address Contaminants in the environment or
(ii) perform pre-response or post-response studies and investigations and
post-response monitoring and care or any other studies, reports or
investigations relating to Contaminants.

                  "Replaced Lender" has the meaning assigned to that term in
Section 3.7.

                  "Replacement Lender" has the meaning assigned to that term in
Section 3.7.

                  "Reportable Event" means a "reportable event" described in
Section 4043(c) of ERISA or in the regulations thereunder with respect to a
Plan, excluding any event for which the thirty (30) day notice requirement has
been waived.

                  "Required Lenders" means Non-Defaulting Lenders the sum of
whose Effective Amount of outstanding Term Loans, Multicurrency Revolving
Commitments and Canadian Revolving Commitments (or, if after the Total
Multicurrency Revolving Commitment or Total Canadian Revolving Commitment, as
applicable, has been terminated, outstanding Multicurrency Revolving Loans and
Multicurrency Revolver Pro Rata Share of outstanding Swing Line Loans and LC
Obligations or Canadian Revolving Loans, as applicable) constitute greater than
50% of the sum of (i) the total Effective Amount of outstanding Term Loans of
Non-Defaulting Lenders, (ii) the Total Multicurrency Revolving Commitment less
the aggregate Multicurrency Revolving Commitments of Defaulting Lenders (or, if
after the Total Multicurrency Revolving Commitment has been terminated, the
total Effective Amount of outstanding Multicurrency Revolving Loans of
Non-Defaulting Lenders and the aggregate Multicurrency Revolver Pro Rata Share
of all Non-Defaulting Lenders of the total outstanding Swing Line Loans and LC
Obligations at such time) and (iii) the Total Canadian Revolving Commitment less
the aggregate Canadian Revolving Commitments of the Defaulting Lenders (or, if
after the Total Canadian Revolving Commitment has been terminated, the total
Effective Amount of outstanding Canadian Revolving Loans of all Non-Defaulting
Lenders at such time).

                  "Requirement of Law" means, as to any Person, any law
(including common law), treaty, rule or regulation or judgment, decree,
determination or award of an arbitrator or a court or other Governmental
Authority, including without limitation, any Environmental Law, in each case
imposing a legal obligation or binding upon such Person or any of its property
or to which such Person or any of its property is subject.

                  "Responsible Officer" means any of the Chairman or Vice
Chairman of the Board of Directors, the President, any Executive Vice President,
any Senior Vice President, the Chief Financial Officer, any Vice President or
the Treasurer of Company or, if applicable, any Subsidiary.

                  "Restricted Investment" means any Investment other than an
Investment permitted by Section 8.7 (other than clause (j) thereof).

                  "Restricted Payment" has the meaning assigned to that term in
Section 8.5.

                  "Returns" has the meaning assigned to that term in Section
6.9(a).
                  "Sale and Leaseback Transaction" means any arrangement,
directly or indirectly, whereby a seller or transferor shall sell or otherwise
transfer any real or personal property and then or thereafter lease, or
repurchase under an extended purchase contract, conditional sales or other title
retention agreement, the same or similar property.

                  "Schedule I Bank" means a bank that is a Canadian chartered
bank listed on Schedule I under the Bank Act (Canada).

                  "Schedule II Bank" means a bank that is a Canadian chartered
bank listed on Schedule II under the Bank Act (Canada).

                  "Schedule III Bank" means an authorized foreign bank listed on
Schedule III under the Bank Act (Canada).

                  "Scheduled Term Repayments" means, for any Term Facility, the
scheduled principal repayments set forth in the "Scheduled Term Repayments"
definition applicable to such Term Facility.

                  "Scheduled Term A Repayments" means, with respect to the
principal payments on the Term A Loans for each date set forth below, the Euro
and Sterling amounts set forth opposite thereto, as reduced from time to time
pursuant to Sections 4.3 and 4.4:

                             Scheduled Term A              Schedule Term A
Date                         Repayment (Euros)           Repayment (Sterling)
----                         -----------------           --------------------

March 31, 2003                (euro)6,000,000              (pound)3,950,000
June 30, 2003                 (euro)6,000,000              (pound)3,950,000
September 30, 2003            (euro)6,000,000              (pound)3,950,000
December 31, 2003             (euro)6,000,000              (pound)3,950,000
March 31, 2004                (euro)6,000,000              (pound)3,950,000
June 30, 2004                 (euro)6,000,000              (pound)3,950,000
September 30, 2004            (euro)6,000,000              (pound)3,950,000
December 31, 2004             (euro)6,000,000              (pound)3,950,000
March 31, 2005                (euro)6,000,000              (pound)3,950,000
June 30, 2005                 (euro)6,000,000              (pound)3,950,000
September 30, 2005            (euro)6,000,000              (pound)3,950,000
December 31, 2005             (euro)6,000,000              (pound)3,950,000
March 31, 2006                (euro)6,000,000              (pound)3,950,000
June 30, 2006                 (euro)6,000,000              (pound)3,950,000
September 30, 2006            (euro)6,000,000              (pound)3,950,000
December 31, 2006             (euro)6,000,000              (pound)3,950,000
March 31, 2007                (euro)6,000,000              (pound)3,950,000
June 30, 2007                 (euro)6,000,000              (pound)3,950,000
September 30, 2007            (euro)6,000,000              (pound)3,950,000
Term A Loan Maturity Date     (euro)6,000,000              (pound)3,950,000

                  "Scheduled Term B Dollar Repayments" means, with respect to
the principal payments on the Term B Dollar Loans for each date set forth below,
the Dollar amount set forth opposite thereto, as reduced from time to time
pursuant to Sections 4.3 and 4.4.

                                                                Scheduled Term B
       Date                                                     Dollar Repayment

       March 31, 2003                                               $875,000
       June 30, 2003                                                $875,000
       September 30, 2003                                           $875,000
       December 31, 2003                                            $875,000
       March 31, 2004                                               $875,000
       June 30, 2004                                                $875,000
       September 30, 2004                                           $875,000
       December 31, 2004                                            $875,000
       March 31, 2005                                               $875,000
       June 30, 2005                                                $875,000
       September 30, 2005                                           $875,000
       December 31, 2005                                            $875,000
       March 31, 2006                                               $875,000
       June 30, 2006                                                $875,000
       September 30, 2006                                           $875,000
       December 31, 2006                                            $875,000
       March 31, 2007                                               $875,000
       June 30, 2007                                                $875,000
       September 30, 2007                                           $875,000
       December 31, 2007                                            $875,000
       March 31, 2008                                               $875,000
       June 30, 2008                                                $875,000
       September 30, 2008                                           $875,000
       December 31, 2008                                            $875,000
       March 31, 2009                                               $875,000
       June 30, 2009                                                $875,000
       September 30, 2009                                           $875,000
       Term B Dollar Loan Maturity Date                           $326,375,000

                  "Scheduled Term B Euro Repayments" means, with respect to the
principal payments on the Term B Euro Loans for each date set forth below, the
Euro amount set forth opposite thereto, as reduced from time to time pursuant to
Sections 4.3 and 4.4:

                                                           Scheduled Term B Euro
       Date                                                     Repayment

       March 31, 2003                                         (euro)735,000
       June 30, 2003                                          (euro)735,000
       September 30, 2003                                     (euro)735,000
       December 31, 2003                                      (euro)735,000
       March 31, 2004                                         (euro)735,000
       June 30, 2004                                          (euro)735,000
       September 30, 2004                                     (euro)735,000
       December 31, 2004                                      (euro)735,000
       March 31, 2005                                         (euro)735,000
       June 30, 2005                                          (euro)735,000
       September 30, 2005                                     (euro)735,000
       December 31, 2005                                      (euro)735,000
       March 31, 2006                                         (euro)735,000
       June 30, 2006                                          (euro)735,000
       September 30, 2006                                     (euro)735,000
       December 31, 2006                                      (euro)735,000
       March 31, 2007                                         (euro)735,000
       June 30, 2007                                          (euro)735,000
       September 30, 2007                                     (euro)735,000
       December 31, 2007                                      (euro)735,000
       March 31, 2008                                         (euro)735,000
       June 30, 2008                                          (euro)735,000
       September 30, 2008                                     (euro)735,000
       December 31, 2008                                      (euro)735,000
       March 31, 2009                                         (euro)735,000
       June 30, 2009                                          (euro)735,000
       September 30, 2009                                     (euro)735,000
       Term B Euro Loan Maturity Date                       (euro)274,155,000

                   "Schmalbach" means Schmalbach-Lubeca GmbH, a corporation
organized under the laws of Germany.

                  "Schmalbach Acquisition" means, collectively, each respective
Acquisition by Company and/or any of its Subsidiaries, as the case may be, of
all of the Capital Stock of Schmalbach (after its conversion to a German Limited
Liability Company) and/or each of its direct and indirect operating
subsidiaries.

                  "Schmalbach Guarantee Agreement" means that certain Guarantee
Agreement, dated as of December 21, 2000, by and between Schmalbach and
Interprise, as such agreement has been amended by that certain Amendment and
Restatement Agreement, dated as of June 27, 2001, by and between Schmalbach and
Interprise, and as such agreement may be amended, restated or otherwise modified
from time to time in accordance with the terms hereof, or any replacement or
substitution therefor.

                  "Schmalbach Refinancing" means the repayment in full of all
material indebtedness for money borrowed of Schmalbach and its Subsidiaries
(other than Indebtedness to Remain Outstanding).

                  "Schmalbach Refinancing Documents" means, collectively all
agreements, instruments and documents executed in connection with the Schmalbach
Refinancing, including, without limitation, any document or instrument necessary
to release and terminate any and all security interests thereunder.

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

                  "Secured Creditors" has the meaning provided in the respective
Security Documents to the extent defined therein and shall include any Person
who is granted a security interest pursuant to any Loan Document.

                  "Securities" means any stock, shares, voting trust
certificates, bonds, debentures, options, warrants, notes, or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities" or any certificates of
interest, shares or participations in temporary or interim certificates for the
purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Security Documents" means, collectively the Pledge
Agreements, and all other documents executed in connection therewith to effect
the Pledge Agreements, in each case as the same may at any time be amended,
supplemented, restated or otherwise modified and in effect. For purposes of this
Agreement, "Security Documents" shall also include all pledge agreements and
other documents executed in connection therewith to effect such pledge
agreements entered into by Company or any Subsidiary of Company after the date
of this Agreement in favor of Collateral Agent for the benefit of the Secured
Creditors, in each case as the same may at any time be amended, supplemented,
restated or otherwise modified and in effect.

                  "Senior Secured Leverage Ratio" means for any Test Period, the
ratio of Consolidated Secured Debt as of the last day of such Test Period to
Consolidated EBITDA for such Test Period.

                  "S&P" means Standard & Poor's Corporation or any successor to
the rating agency business thereof.

                  "Spot Rate" means, for any currency at any date, the rate
quoted by DB as the spot rate for the purchase by DB of such currency with
another currency through its foreign exchange trading office at approximately
11:00 a.m. (New York City time) for delivery two (2) Business Days later.

                  "Stated Amount" or "Stated Amounts" means (i) with respect to
any Letter of Credit issued in Dollars, the stated or face amount of such Letter
of Credit to the extent available at the time for drawing (subject to
presentment of all requisite documents), and (ii) with respect to any Letter of
Credit issued in any currency other than Dollars, the Dollar Equivalent of the
stated or face amount of such Letter of Credit to the extent available at the
time for drawing (subject to presentment of all requisite documents), in either
case as the same may be increased or decreased from time to time in accordance
with the terms of such Letter of Credit.

                  "Sterling" means the lawful currency of the United Kingdom.

                  "Subsidiary" of any Person means any corporation, partnership
(limited or general), limited liability company, trust or other entity of which
a majority of the stock (or equivalent ownership or equity interest) having
voting power to elect a majority of the board of directors (if a corporation) or
to select the trustee or equivalent managing body or controlling interest,
shall, at the time such reference becomes operative, be directly or indirectly
owned or controlled by such Person or one or more of the other subsidiaries of
such Person or any combination thereof. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement (a) shall
refer to a Subsidiary or Subsidiaries of Company and (b) shall not include (i)
members of the BAP Group and (ii) any Permitted Aerospace JV.

                  "Subsidiary Borrower" means each Foreign Subsidiary listed as
a Subsidiary Borrower in Schedule 1.1(d) as amended from time to time in
accordance with Section 12.1(b).

                  "Supermajority Lenders" means Non-Defaulting Lenders the sum
of whose Effective Amount of outstanding Term Loans, Multicurrency Revolving
Commitments and Canadian Revolving Commitments (or, if after the Total
Multicurrency Revolving Commitment or Total Canadian Revolving Commitment, as
applicable, has been terminated, outstanding Multicurrency Revolving Loans and
Multicurrency Revolver Pro Rata Share of outstanding Swing Line Loans and LC
Obligations or Canadian Revolving Loans, as applicable) constitute greater than
66-2/3% of the sum of (i) the total Effective Amount of outstanding Term Loans
of Non-Defaulting Lenders, (ii) the Total Multicurrency Revolving Commitment
less the aggregate Multicurrency Revolving Commitments of Defaulting Lenders
(or, if after the Total Multicurrency Revolving Commitment has been terminated,
the total Effective Amount of outstanding Multicurrency Revolving Loans of
Non-Defaulting Lenders and the aggregate Multicurrency Revolver Pro Rata Share
of all Non-Defaulting Lenders of the total Effective Amount of outstanding Swing
Line Loans and LC Obligations at such time) and (iii) the Total Canadian
Revolving Commitment less the aggregate Canadian Revolving Commitments of the
Defaulting Lenders (or, if after the Total Canadian Revolving Commitment has
been terminated, the total Effective Amount of outstanding Canadian Revolving
Loans of all Non-Defaulting Lenders at such time).

                  "Swing Line Commitment" means, with respect to the U.S. Swing
Line Lender or European Swing Line Lender, as applicable, at any date, the
obligation of such lender to make Swing Line Loans pursuant to Section 2.1(c)(i)
in the amount referred to therein.

                  "Swing Line Lender" means, European Swing Line Lender or U.S.
Swing Line Lender, as applicable.

                  "Swing Line Loan Participation Certificate" means a
certificate, substantially in the form of Exhibit 2.1(c).

                  "Swing Line Loans" means U.S. Swing Line Loans and European
Swing Line Loans, collectively.

                  "Syndication Agent" means the Bank of America, N.A.

                  "Syndication Date" has the meaning assigned to that term in
Section 2.1(a).

                  "2006 Senior Note Documents" means the 2006 Senior Notes, the
2006 Senior Note Indenture and all other documents evidencing, guaranteeing or
otherwise governing the terms of the 2006 Senior Notes.

                  "2006 Senior Note Indenture" means that certain Indenture
dated as of August 10, 1998, between Company and The Bank of New York, as
Trustee, as amended, supplemented or modified in accordance with the terms
hereof.

                  "2006 Senior Notes" means those certain 7 3/4% Senior Notes
due August 1, 2006, issued by Company in the aggregate principal amount of $300
million pursuant to the 2006 Senior Note Indenture, which term shall include and
shall constitute the notes issued in exchange therefor as contemplated by the
2006 Senior Note Indenture.

                  "2008 Subordinated Note Documents" means the 2008 Subordinated
Notes, the 2008 Subordinated Note Indenture and all other documents evidencing,
guaranteeing or otherwise governing the terms of the 2008 Subordinated Notes.

                  "2008 Subordinated Note Indenture" means that certain
Indenture dated as of August 10, 1998, between Company and The Bank of New York,
as Trustee, as amended, supplemented or modified in accordance with the terms
hereof.

                  "2008 Subordinated Note Acceleration Date" means February 1,
2008.

                  "2008 Subordinated Notes" means those certain 8 1/4% Senior
Notes due August 1, 2008, issued by Company in the aggregate principal amount of
$250 million pursuant to the 2008 Subordinated Note Indenture, which term shall
include and shall constitute the notes issued in exchange therefor as
contemplated by the 2008 Subordinated Note Indenture.

                  "2012 Senior Note Documents" means the 2012 Senior Notes, the
2012 Senior Note Indenture and all other documents evidencing, guaranteeing or
otherwise governing the terms of the 2012 Senior Notes.

                  "2012 Senior Note Financing" means the issuance (either by
private placement or an underwritten public sale) by Company of the 2012 Senior
Notes in an aggregate Dollar Equivalent principal amount of not more than $300
million.

                   "2012 Senior Note Indenture" means that certain Indenture
dated as of December 19, 2002, between Company and The Bank of New York, as
Trustee, as amended, supplemented or modified in accordance with the terms
hereof.

                  "2012 Senior Notes" means those certain 6 7/8% Senior Notes
due December 1, 2012, issued by Company in the aggregate principal amount of
$300 million pursuant to the 2012 Senior Note Indenture, which term shall
include and shall constitute the notes issued in exchange therefor as
contemplated by the 2012 Senior Note Indenture.

                  "Tax Sharing Agreements" means all tax sharing, disaffiliation
tax allocation and other similar agreements entered into by Company or its
Subsidiaries on or before the date of this Agreement.

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

                  "TBNS" means The Bank of Nova Scotia.

                  "Term A Commitment" means, with respect to any Term A Lender,
the principal amount set forth opposite such Lender's name on Schedule 1.1(a)
hereto or in any Assignment and Assumption Agreement under the caption "Amount
of Term A Commitment", as such commitment may be adjusted from time to time
pursuant to this Agreement, and "Term A Commitments" means such commitments
collectively, which commitments equal (euro)120,000,000 and (pound)79,000,000 in
the aggregate as of the date hereof.

                  "Term A Lender" means any Lender which has a Term A Commitment
or is owed a Term A Loan (or a portion thereof).

                  "Term A Loan" and "Term A Loans" have the meanings assigned to
those terms in Section 2.1(a)(i).

                  "Term A Loan Maturity Date" means December 19, 2007.

                  "Term A Note" and "Term A Notes" have the meanings assigned to
those terms in Section 2.2(a).

                  "Term B Dollar Commitment" means, with respect to any Lender,
the principal amount set forth opposite such Lender's name on Schedule 1.1(a)
hereto or in any Assignment and Assumption Agreement under the caption "Amount
of Term B Dollar Commitment", as such commitment may be adjusted from time to
time pursuant to this Agreement, and "Term B Dollar Commitments" means such
commitments collectively, which commitments equal $350,000,000 in the aggregate
as of the date hereof.

                  "Term B Dollar Lender" means any Lender which has a Term B
Dollar Commitment or is owed a Term B Dollar Loan (or a portion thereof).

                  "Term B Dollar Loan" and "Term B Dollar Loans" have the
meanings assigned to those terms in Section 2.1(a)(ii).

                  "Term B Dollar Loan Maturity Date" means the earlier to occur
of (i) December 19, 2009 or (ii) the 2008 Subordinated Note Acceleration Date,
if the 2008 Subordinated Notes have not been refinanced in full with Permitted
Refinancing Indebtedness by such date.

                  "Term B Dollar Note" and "Term B Dollar Notes" have the
meanings assigned to those terms in Section 2.2(a).

                  "Term B Euro Commitment" means, with respect to any Lender,
the principal amount set forth opposite such Lender's name on Schedule 1.1(a)
hereto or in any Assignment and Assumption Agreement under the caption "Amount
of Term B Euro Commitment", as such commitment may be adjusted from time to time
pursuant to this Agreement, and "Term B Euro Commitments" means such commitments
collectively, which commitments equal (euro)294,000,000 in the aggregate as of
the date hereof.

                  "Term B Euro Lender" means any Lender which has a Term B Euro
Commitment or is owed a Term B Euro Loan (or a portion thereof).

                  "Term B Euro Loan" and "Term B Euro Loans" have the meanings
assigned to those terms in Section 2.1(a)(iii).

                  "Term B Euro Loan Maturity Date" means the earlier to occur of
(i) December 19, 2009 or (ii) the 2008 Subordinated Note Acceleration Date, if
the 2008 Subordinated Notes have not been refinanced in full with Permitted
Refinancing Indebtedness by such date.

                  "Term B Euro Note" and "Term B Dollar Notes" have the meanings
assigned to those terms in Section 2.2(a).

                  "Term Commitment" means, with respect to any Lender and any
Term Facility, the principal amount set forth opposite such Lender's name on
Schedule 1.1(a) hereto or in any Assignment and Assumption Agreement under the
caption for the amount of commitment to such Term Facility, as such commitments
may be adjusted from time to time pursuant to this Agreement, and "Term
Commitments" means such commitments collectively.

                  "Term Facilities" means the Facilities under the Agreement
with respect to the Term Loans, collectively.

                  "Term Lender" means, with respect to any Term Facility, any
Lender which has a Term Commitment for such Term Facility or is owed a Term Loan
(or portion thereof) under such Term Facility.

                  "Term Loans" means the Loans under the Term Facilities,
collectively.

                  "Term Maturity Date" means, with respect to any Term Facility,
the scheduled maturity date for such Term Facility under this Agreement.

                  "Term Note" and "Term Notes" means the notes provided for in
Section 2.2(a) that evidence indebtedness under the Term Facilities,
collectively.

                  "Term Percentage" means, at any time with respect to any Term
Facility, a fraction (expressed as a percentage) the numerator of which is equal
to the aggregate Effective Amount of all Loans under such Term Facility
outstanding at such time and the denominator of which is equal to the aggregate
Effective Amount of all Term Loans outstanding at such time.

                  "Term Pro Rata Share" means, with respect to any Term
Facility, when used with reference to any Lender and any described aggregate or
total amount, an amount equal to the result obtained by multiplying such
described aggregate or total amount by a fraction the numerator of which shall
be such Lender's then outstanding Loans under such Facility and the denominator
of which shall be the amount of all then outstanding Loans under such Facility.

                  "Termination Event" means (i) a Reportable Event with respect
to any Plan; (ii) the withdrawal of Company or any ERISA Affiliate from a Plan
during a plan year in which Company or such ERISA Affiliate was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA or the cessation of
operations which results in the termination of employment of twenty percent
(20%) of Plan participants who are employees of Company or any ERISA Affiliate;
(iii) the imposition of an obligation on Company or any ERISA Affiliate under
Section 4041 of ERISA to provide affected parties written notice of intent to
terminate a Plan in a standard termination or a distress termination described
in Section 4041 of ERISA; (iv) the institution by the PBGC or any similar
foreign governmental authority of proceedings to terminate a Plan or Foreign
Pension Plan; (v) any event or condition which would constitute grounds under
Section 4042 of ERISA (other than subparagraph (a)(4) of such Section) for the
termination of, or the appointment of a trustee to administer, any Plan; (vi)
that a foreign governmental authority shall appoint a trustee to administer any
Foreign Pension Plan in place of the existing administrator; (vii) the partial
or complete withdrawal of Company or any ERISA Affiliate from a Multiemployer
Plan or Foreign Pension Plan or (viii) receipt of a notice of reorganization or
insolvency with respect to a Multiemployer Plan pursuant to Section 4242 or 4245
of ERISA.

                  "Test Period" means the four consecutive Fiscal Quarters of
Company then last ended, provided that, the first Test Period shall end on or
about March 31, 2003.

                  "Total Available Canadian Revolving Commitment" means, at the
time, any determination thereof is made, the sum of the respective Available
Canadian Revolving Commitments of the Lenders at such time.

                  "Total Available Multicurrency Revolving Commitment" means, at
the time any determination thereof is made, the sum of the respective Available
Multicurrency Revolving Commitments of the Lenders at such time.

                  "Total Canadian Revolving Commitment" means, at any time, the
sum of the Canadian Revolving Commitments of each of the Lenders at such time.

                  "Total Commitment" means, at the time any determination
thereof is made, the sum of the Term Commitments, Multicurrency Revolving
Commitments and Canadian Revolving Commitments at such time.

                  "Total Multicurrency Revolving Commitment" means, at any time,
the sum of the Multicurrency Revolving Commitments of each of the Lenders at
such time.

                  "Transaction" means and includes (i) each of the Credit Events
occurring on the Initial Borrowing Date, (ii) the Schmalbach Acquisition, (iii)
the Company Refinancing, (iv) the Schmalbach Refinancing, (v) the issuance of
the 2012 Senior Notes, if applicable, (vi) such other transactions as are
contemplated by the Documents, and (vii) the payment of fees and expenses in
connection with the foregoing.

                  "Transaction Documents" means, collectively, the Acquisition
Agreement, the 2012 Senior Note Documents, if applicable, the Company
Refinancing Documents and the Schmalbach Refinancing Documents, and including
any agreement, document, instrument and certificate executed and/or delivered
pursuant to the terms of, or in connection with, any of the foregoing.

                  "Transferee" has the meaning assigned to that term in Section
12.8(d).

                  "Type" means any type of Loan, namely, a Base Rate Loan,
Canadian Prime Rate Loan, B/A Loan or a Eurocurrency Loan. For purposes hereof,
the term "Rate" shall include the Eurocurrency Rate, the Base Rate, the Canadian
Prime Rate and the Discount Rate applicable to B/A and B/A Equivalent Loans.

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

                  "UK Receivables Purchase Agreement" means that certain UK
Receivables Purchase Agreement, dated as of June 27, 2002, by and among
Schmalbach as offer agent, parent and master servicer, Continental Can Company
Limited as seller, Interprise as purchaser, Bank One, NA as administrative
agent, as such agreement may be amended, restated or otherwise modified from
time to time in accordance with the terms hereof, or any replacement or
substitution therefor.

                  "United States Loan Guaranty" is defined in Section 5.1(b)(i).

                  "United States Pledge Agreement" is defined in Section
5.1(b)(ii).

                  "Unmatured Event of Default" means an event, act or occurrence
which with the giving of notice or the lapse of time (or both) would become an
Event of Default.

                  "Unpaid Drawing" has the meaning set forth in Section 2.10(d).

                  "U.S. Swing Line Lender" means DB in such capacity.

                  "U.S. Swing Line Loans" has the meaning assigned to that term
in Section 2.1(c)(i)(1).

                  "U.S. Swing Line Note" has the meaning assigned to that term
in Section 2.2(a).

                  "Voting Securities" means any class of Capital Stock of a
Person pursuant to which the holders thereof have, at the time of determination,
the general voting power under ordinary circumstances to vote for the election
of directors, managers, trustees or general partners of such Person
(irrespective of whether or not at the time any other class or classes will have
or might have voting power by reason of the happening of any contingency).

                  "Waivable Prepayment" has the meaning assigned to that term in
Section 4.5(c).

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding principal amount of such Indebtedness into (b) the total of the
product obtained by multiplying (x) 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 (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment.

                  "Wholly-Owned Subsidiary" means, with respect to any Person,
any Subsidiary of such Person, all of the outstanding shares of capital stock of
which (other than qualifying shares required to be owned by directors) are at
the time owned directly or indirectly by such Person and/or one or more
Wholly-Owned Subsidiaries of such Person.

                  "written" or "in writing" means any form of written
communication or a communication by means of telecopier device or authenticated
telex, telegraph or cable.

                  The foregoing definitions shall be equally applicable to both
the singular and plural forms of the defined terms. The words "herein," "hereof"
and words of similar import as used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision in this Agreement.
References to "Articles", "Sections", "paragraphs", "Exhibits" and "Schedules"
in this Agreement shall refer to Articles, Sections, paragraphs, Exhibits and
Schedules of this Agreement unless otherwise expressly provided; references to
Persons include their respective permitted successors and assigns or, in the
case of governmental Persons, Persons succeeding to the relevant functions of
such persons; and all references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations.

         1.2 Accounting Terms; Financial Statements.

                  (a) All accounting terms used herein but not expressly defined
in this Agreement shall have respective meanings given to them in accordance
with GAAP in effect on the date hereof in the United States of America. Except
as otherwise expressly provided herein, all computations and determinations for
purposes of determining compliance with the financial requirements of this
Agreement shall be made in accordance with GAAP in effect on the date hereof in
the United States of America and on a basis consistent with the presentation of
the financial statements and projections delivered pursuant to, or otherwise
referred to in, Sections 6.5(a) and 6.5(e). Notwithstanding the foregoing
sentence, the financial statements required to be delivered pursuant to Section
7.1 shall be prepared in accordance with GAAP in the United States of America as
in effect on the respective dates of their preparation. Unless otherwise
provided for herein, wherever any computation is to be made with respect to any
Person and its Subsidiaries, such computation shall be made so as to exclude all
items of income, assets and liabilities attributable to any Person which is not
a Subsidiary of such Person. For purposes of the financial terms set forth
herein, including, without limitation, for all purposes under Article IX,
whenever a reference is made to a determination which is required to be made on
a consolidated basis (whether in accordance with GAAP or otherwise) for Company
and its Subsidiaries, such determination shall be made as if any Permitted
Aerospace JV and each member of the BAP Group were wholly-owned by a Person not
an Affiliate of Company.

                  (b) For purposes of computing the Fixed Charge Coverage
Ratio, Interest Coverage Ratio, Leverage Ratio, Most Recent Leverage Ratio and
Senior Secured Leverage Ratio, as of the end of any Test Period, all
components of such ratios for the applicable Test Period shall include or
exclude, as the case may be, without duplication, such components of such
ratios attributable to any business or assets that have been acquired or
disposed of by Company or any Subsidiary of Company (including through mergers
or consolidations) after the first day of such Test Period and prior to the
end of such Test Period on a Pro Forma Basis as determined in good faith by
Company and certified to by a Responsible Officer of Company to Administrative
Agent.

                  1.3 Calculation of Exchange Rate. On each Exchange Rate
Determination Date, Administrative Agent or Canadian Administrative Agent, as
applicable, shall (a) determine the Exchange Rate as of such Exchange Rate
Determination Date and (b) give notice thereof to each Borrower and to each
Lender that shall have requested such information. The Exchange Rates so
determined shall become effective on the first Business Day immediately
following the relevant Exchange Rate Determination Date (each, a "Reset Date")
and shall remain effective until the next succeeding Reset Date, and shall for
all purposes of this Agreement (other than any provision expressly requiring
the use of a current Exchange Rate) be the Exchange Rate employed in
converting amounts between Dollars and Canadian Dollars or Alternative
Currencies.

                                   ARTICLE II

                           AMOUNT AND TERMS OF CREDIT

         2.1 The Commitments.

                  (a) Term Loans.

                           (i) Term A Loans. Each Term A Lender, severally and
for itself alone, hereby agrees, on the terms and subject to the conditions
hereinafter set forth and in reliance upon the representations and warranties
set forth herein and in the other Loan Documents, to make a loan (each such
loan, a "Term A Loan" and collectively, the "Term A Loans") to European Holdco
on the Initial Borrowing Date in an aggregate principal amount equal to the Term
A Commitment of such Term A Lender. The Term A Loans (i) shall be incurred by
European Holdco pursuant to a single drawing, which shall be on the Initial
Borrowing Date, (ii) shall be denominated (euro)120,000,000 in Euros and
(pound)79,000,000 in Sterling and (iii) shall be made as Eurocurrency Loans with
Interest Periods of seven days and shall be maintained as Eurocurrency Loans,
provided that except as permitted by Administrative Agent in its sole
discretion, no incurrences of, or conversions into, Term A Loans maintained as
Eurocurrency Loans with an Interest Period in excess of seven days (with all
such Interest Periods ending on the same day during such period) may be effected
prior to the earlier of (1) the 60th day after the Initial Borrowing Date and
(2) that date (the "Syndication Date") upon which Administrative Agent
determines in its sole discretion (and notifies Company) that the primary
syndication (and resultant additions of institutions as Lenders pursuant to
Section 12.8(c)) has been completed. Each Term A Lender's Term A Commitment
shall expire immediately and without further action on the Initial Borrowing
Date if the Term Loans are not made on the Initial Borrowing Date. No amount of
a Term A Loan which is repaid or prepaid by European Holdco may be reborrowed
hereunder.

                           (ii) Term B Dollar Loans. Each Term B Dollar Lender,
severally and for itself alone, hereby agrees, on the terms and subject to the
conditions hereinafter set forth and in reliance upon the representations and
warranties set forth herein and in the other Loan Documents, to make a loan
(each such loan, a "Term B Dollar Loan" and collectively, the "Term B Dollar
Loans") to Company on the Initial Borrowing Date in an aggregate principal
amount equal to the Term B Dollar Commitment of such Term B Dollar Lender. The
Term B Dollar Loans (i) shall be incurred by Company pursuant to a single
drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated
in Dollars and (iii) shall be made as Base Rate Loans and, except as hereinafter
provided, may, at the option of Company, be maintained as and/or converted into
Base Rate Loans or Eurocurrency Loans, provided that, (x) all Term B Dollar
Loans made by the Term B Dollar Lenders pursuant to the same Borrowing shall,
unless otherwise specifically provided herein, consist entirely of Term B Dollar
Loans of the same Type and (y) except as permitted by Administrative Agent in
its sole discretion, no incurrences of, or conversions into, Term B Dollar Loans
maintained as Eurocurrency Loans may be effected prior to the earlier of (1) the
60th day after the Initial Borrowing Date and (2) Syndication Date. Each Term B
Dollar Lender's Term B Dollar Commitment shall expire immediately and without
further action on the Initial Borrowing Date if the Term Loans are not made on
the Initial Borrowing Date. No amount of a Term B Dollar Loan which is repaid or
prepaid by Company may be reborrowed hereunder.

                           (iii) Term B Euro Loans. Each Term B Euro Lender,
severally and for itself alone, hereby agrees, on the terms and subject to the
conditions hereinafter set forth and in reliance upon the representations and
warranties set forth herein and in the other Loan Documents, to make a loan
(each such loan, a "Term B Euro Loan" and collectively, the "Term B Euro Loans")
to European Holdco on the Initial Borrowing Date in an aggregate principal
amount equal to the Term B Euro Commitment of such Term B Euro Lender. The Term
B Euro Loans (i) shall be incurred by European Holdco pursuant to a single
drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated
in Euros and (iii) shall be made as Eurocurrency Loans with Interest Periods of
seven days (with all such Interest Periods ending on the same day during such
period) and shall be maintained as Eurocurrency Loans, provided that, except as
permitted by Administrative Agent in its sole discretion, no incurrences of, or
conversions into, Term B Euro Loans maintained as Eurocurrency Loans with an
Interest Period in excess of seven days may be effected prior to the earlier of
(1) the 60th day after the Initial Borrowing Date and (2) the Syndication Date.
Each Term B Euro Lender's Term B Euro Commitment shall expire immediately and
without further action on the Initial Borrowing Date if the Term Loans are not
made on the Initial Borrowing Date. No amount of a Term B Euro Loan which is
repaid or prepaid by European Holdco may be reborrowed hereunder.

                   (b) Multicurrency Revolving Loans. Each Multicurrency
Revolving Lender, severally and for itself alone, hereby agrees, on the terms
and subject to the conditions hereinafter set forth and in reliance upon the
representations and warranties set forth herein and in the other Loan Documents,
to make loans to Company, European Holdco and Subsidiary Borrowers denominated
in Dollars or an Alternative Currency on a revolving basis from time to time
during the Commitment Period, in an amount not to exceed its Multicurrency
Revolver Pro Rata Share of (a) with respect to all Borrowers, the Total
Available Multicurrency Revolving Commitment and (b) with respect to any
applicable Borrower, such Borrower's Available Multicurrency Revolver Sublimit
(each such loan by any Lender, a "Multicurrency Revolving Loan" and
collectively, the "Multicurrency Revolving Loans"). All Multicurrency Revolving
Loans comprising the same Borrowing hereunder shall be made by the Multicurrency
Revolving Lenders simultaneously and in proportion to their respective
Multicurrency Revolving Commitments. Prior to the Multicurrency Revolver
Termination Date, Multicurrency Revolving Loans may be repaid and reborrowed by
Company, European Holdco and Subsidiary Borrowers in accordance with the
provisions hereof and, except as otherwise specifically provided herein (i) all
Multicurrency Revolving Loans comprising the same Borrowing shall at all times
be of the same Type and (ii) no Multicurrency Revolving Loans incurred or
maintained as Eurocurrency Loans may have Interest Periods in excess of seven
days, except as permitted by Administrative Agent in its sole discretion, if
incurred prior to the earlier of (1) the 60th day after the Initial Borrowing
Date and (2) the Syndication Date (with all such Interest Periods ending on the
same day during such period).

                  (c) Swing Line Loans.

                           (i) Swing Line Commitment.

                                    (1) U.S. Swing Line. Subject to the terms
                           and conditions hereof, the U.S. Swing Line Lender in
                           its individual capacity agrees to make swing line
                           loans in Dollars ("U.S. Swing Line Loans") to Company
                           on any Business Day from time to time during the
                           Commitment Period in an aggregate principal amount at
                           any one time outstanding that, when added to the
                           Dollar Equivalent of the principal amount of European
                           Swing Line Loans then outstanding, do not exceed
                           $40,000,000; provided, however, that in no event may
                           the amount of any Borrowing of U.S. Swing Line Loans
                           (A) exceed the Total Available Multicurrency
                           Revolving Commitment immediately prior to such
                           Borrowing (after giving effect to the use of proceeds
                           thereof) or (B) cause the outstanding Multicurrency
                           Revolving Loans of any Lender, when added to such
                           Lender's Multicurrency Revolver Pro Rata Share of the
                           then outstanding Swing Line Loans and Multicurrency
                           Revolver Pro Rata Share of the aggregate LC
                           Obligations (exclusive of Unpaid Drawings relating to
                           LC Obligations which are repaid with the proceeds of,
                           and simultaneously with the incurrence of,
                           Multicurrency Revolving Loans or Swing Line Loans) to
                           exceed such Lender's Multicurrency Revolving
                           Commitment. Amounts borrowed by Company under this
                           Section 2.1(c)(i)(1) may be repaid and, to but
                           excluding the Multicurrency Revolver Termination
                           Date, reborrowed. The U.S. Swing Line Loans shall be
                           made in Dollars and maintained as Base Rate Loans
                           and, notwithstanding Section 2.6, shall not be
                           entitled to be converted into any other Type of Loan.

                                    (2) European Swing Line. Subject to the
                           terms and conditions hereof, the European Swing Line
                           Lender in its individual capacity agrees to make
                           swing line loans in Alternative Currencies ("European
                           Swing Line Loans") to Company, European Holdco or any
                           Subsidiary Borrower on any Business Day from time to
                           time during the Commitment Period in an aggregate
                           principal amount at any one time outstanding that,
                           when added to the principal amount of U.S. Swing Line
                           Loans then outstanding do not to exceed the Dollar
                           Equivalent of $40,000,000; provided, however, that in
                           no event may the amount of any Borrowing of European
                           Swing Line Loans (A) exceed the Total Available
                           Multicurrency Revolving Commitment immediately prior
                           to such Borrowing (after giving effect to the use of
                           proceeds thereof), (B) exceed the Available
                           Multicurrency Revolver Sublimit for such Borrower
                           immediately prior to such Borrowing or (C) cause the
                           outstanding Multicurrency Revolving Loans of any
                           Lender, when added to such Lender's Multicurrency
                           Revolver Pro Rata Share of the then outstanding Swing
                           Line Loans and Multicurrency Revolver Pro Rata Share
                           of the aggregate LC Obligations (exclusive of Unpaid
                           Drawings relating to LC Obligations which are repaid
                           with the proceeds of, and simultaneously with the
                           incurrence of, Multicurrency Revolving Loans or Swing
                           Line Loans) to exceed such Lender's Multicurrency
                           Revolving Commitment. Amounts borrowed under this
                           Section 2.1(c)(i)(2) may be repaid and, to but
                           excluding the Multicurrency Revolver Termination
                           Date, reborrowed. The European Swing Line Loans shall
                           be made in Alternative Currencies and maintained as
                           Overnight Rate Loans and, notwithstanding Section
                           2.6, shall not be entitled to be converted into any
                           other Type of Loan.

                           (ii) Refunding of Swing Line Loans. Each Swing Line
Lender, at any time in its sole and absolute discretion, may on behalf of the
applicable Borrower (which hereby irrevocably directs each Swing Line Lender to
so act on its behalf) notify each Multicurrency Revolving Lender (including such
Swing Line Lender) to make a Multicurrency Revolving Loan in the Applicable
Currency in an amount equal to such Lender's Multicurrency Revolver Pro Rata
Share of the principal amount of the applicable Swing Line Loans (the "Refunded
Swing Line Loans") outstanding on the date such notice is given; provided,
however, that such notice shall be deemed to have automatically been given upon
the occurrence of an Event of Default under Section 10.1(e) or 10.1(f). Unless
any of the events described in Section 10.1(e) or 10.1(f) shall have occurred
(in which event the procedures of Section 2.1(c)(iii) shall apply) and
regardless of whether the conditions precedent set forth in this Agreement to
the making of a Multicurrency Revolving Loan are then satisfied, each
Multicurrency Revolving Lender shall make the proceeds of its Multicurrency
Revolving Loan available to the applicable Swing Line Lender at the Payment
Office prior to 11:00 a.m., New York City time, in funds immediately available
on the Business Day next succeeding the date such notice is given. The proceeds
of such Multicurrency Revolving Loans shall be immediately applied to repay the
Refunded Swing Line Loans.

                           (iii) Participation in Swing Line Loans. If, prior to
refunding a Swing Line Loan with a Multicurrency Revolving Loan pursuant to
Section 2.1(c)(ii), an Event of Default under Section 10.1(e) or 10.1(f) shall
have occurred and be continuing, or if for any other reason a Multicurrency
Revolving Loan cannot be made pursuant to Section 2.1(c)(ii), then, subject to
the provisions of Section 2.1(c)(iv) below, each Multicurrency Revolving Lender
will, on the date such Multicurrency Revolving Loan was to have been made,
purchase (without recourse or warranty) from the applicable Swing Line Lender an
undivided participation interest in the Swing Line Loan in an amount equal to
its Multicurrency Revolver Pro Rata Share of such Swing Line Loan. Upon request,
each Multicurrency Revolving Lender will immediately transfer to the applicable
Swing Line Lender, in immediately available funds, the amount of its
participation and upon receipt thereof such Swing Line Lender will deliver to
such Multicurrency Revolving Lender a Swing Line Loan Participation Certificate
dated the date of receipt of such funds and in such amount.

                           (iv) Lenders' Obligations Unconditional. Each
Lender's obligation to make Multicurrency Revolving Loans in accordance with
Section 2.1(c)(ii) and to purchase participating interests in accordance with
Section 2.1(c)(iii) above shall be absolute and unconditional and shall not be
affected by any circumstance, including, without limitation, (A) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against any Swing Line Lender, any Borrower or any other Person for any reason
whatsoever; (B) the occurrence or continuance of any Event of Default or
Unmatured Event of Default; (C) any adverse change in the condition (financial
or otherwise) of any Borrower or any other Person; (D) any breach of this
Agreement by any Borrower or any other Person; (E) any inability of any Borrower
to satisfy the conditions precedent to borrowing set forth in this Agreement on
the date upon which such participating interest is to be purchased or (F) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing. If any Lender does not make available to the applicable Swing
Line Lender the amount required pursuant to Section 2.1(c)(ii) or (iii) above,
as the case may be, such Swing Line Lender shall be entitled to recover such
amount on demand from such Lender, together with interest thereon for each day
from the date of non-payment until such amount is paid in full at the Federal
Funds Rate for the first two Business Days and at the Base Rate thereafter.
Notwithstanding the foregoing provisions of this Section 2.1(c)(iv), no Lender
shall be required to make a Multicurrency Revolving Loan to any Borrower for the
purpose of refunding a Swing Line Loan pursuant to Section 2.1(c)(ii) above or
to purchase a participating interest in a Swing Line Loan pursuant to Section
2.1(c)(iii) if an Event of Default or Unmatured Event of Default has occurred
and is continuing and, prior to the making by the applicable Swing Line Lender
of such Swing Line Loan, such Swing Line Lender has received written notice from
such Lender specifying that such Event of Default or Unmatured Event of Default
has occurred and is continuing, describing the nature thereof and stating that,
as a result thereof, such Lender shall cease to make such Refunded Swing Line
Loans and purchase such participating interests, as the case may be; provided,
however, that the obligation of such Lender to make such Refunded Swing Line
Loans and to purchase such participating interests shall be reinstated upon the
earlier to occur of (y) the date upon which such Lender notifies such Swing Line
Lender that its prior notice has been withdrawn and (z) the date upon which the
Event of Default or Unmatured Event of Default specified in such notice no
longer is continuing.

         2.2 Notes.

                  (a) Evidence of Indebtedness. At the request of any Lender,
each respective Borrower's obligation to pay the principal of and interest on
all the Loans made to each of them by each Lender shall be evidenced, (1) if
Term A Loans, by a promissory note (each, a "Term A Note" and, collectively, the
"Term A Notes") duly executed and delivered by European Holdco substantially in
the form of Exhibit 2.2(a)(1) hereto, with blanks appropriately completed in
conformity herewith, (2) if Term B Dollar Loans, by a promissory note (each, a
"Term B Dollar Note" and, collectively, the "Term B Dollar Notes") duly executed
and delivered by Company substantially in the form of Exhibit 2.2(a)(2) hereto,
with blanks appropriately completed in conformity herewith, (3) if Term B Euro
Loans, by a promissory note (each, a "Term B Euro Note" and, collectively, the
"Term B Euro Notes") duly executed and delivered by European Holdco
substantially in the form of Exhibit 2.2(a)(3) hereto, with blanks appropriately
completed in conformity herewith, (4) if Multicurrency Revolving Loans, by a
promissory note (each, a "Multicurrency Revolving Note" and, collectively, the
"Multicurrency Revolving Notes") duly executed and delivered by Company,
European Holdco and Subsidiary Borrowers substantially in the form of Exhibit
2.2(a)(4) hereto, with blanks appropriately completed in conformity herewith,
(5) if U.S. Swing Line Loans, by a promissory note (the "U.S. Swing Line Note"
duly executed and delivered by Company substantially in the form of Exhibit
2.2(a)(5) hereto, with blanks appropriately completed in conformity herewith,
and (6) if European Swing Line Loans, by a promissory note (the "European Swing
Line Note" duly executed and delivered by Company, European Holdco and each
Subsidiary Borrower substantially in the form of Exhibit 2.2(a)(6) hereto, with
the blanks appropriately completed in conformity herewith.

                  (b) Notation of Payments. Each Lender will note on its
internal records the amount of each Loan made by it, the Applicable Currency and
each payment in respect thereof and will, prior to any transfer of any of its
Notes, endorse on the reverse side thereof the outstanding principal amount of
Loans evidenced thereby. Failure to make any such notation shall not affect any
Borrowers' or any Guarantor's obligations hereunder or under the other
applicable Loan Documents in respect of such Loans.

         2.3 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The
aggregate principal amount of each Borrowing by any Borrower hereunder shall be
not less than the Minimum Borrowing Amount and, if greater, shall be in Minimum
Borrowing Multiples (other than Swing Line Loans which may be in any amount over
the Minimum Borrowing Amount) above such minimum (or, if less, the then Total
Available Multicurrency Revolving Commitment). More than one Borrowing may be
incurred on any date, provided that, unless approved by Administrative Agent, at
no time shall there be outstanding more than six Borrowings of Eurocurrency
Loans under any Term Facility, or more than twelve Borrowings of Eurocurrency
Loans under the Multicurrency Revolving Loan Facility.

         2.4 Borrowing Options. The Term Loans denominated in Dollars and
Multicurrency Revolving Loans shall, at the option of Borrowers except as
otherwise provided in this Agreement, be (i) Base Rate Loans, (ii) Eurocurrency
Loans, or (iii) part Base Rate Loans and part Eurocurrency Loans. The Term Loans
denominated in Euro and/or Sterling shall be Eurocurrency Loans. As to any
Eurocurrency Loan, any Lender may, if it so elects, fulfill its commitment by
causing a foreign branch or affiliate with reasonable and appropriate capacities
to fund such currency and without any increased cost to Borrowers to make or
continue such Loan, provided that, in such event the funding of that Lender's
Loan shall, for the purposes of this Agreement, be considered to be the
obligation of or to have been made by that Lender and the obligation of the
applicable Borrower to repay that Lender's Loan shall nevertheless be to that
Lender and shall be deemed held by that Lender, for the account of such branch
or affiliate.

         2.5 Notice of Borrowing. Whenever Company, European Holdco or any
Subsidiary Borrower desires to make a Borrowing of any Loan (other than a Swing
Line Loan) hereunder, Company and the applicable Borrower shall give
Administrative Agent at its Notice Address at least one Business Day's prior
written notice (or telephonic notice promptly confirmed in writing), given not
later than 1:00 p.m. (New York City time) of each Base Rate Loan, and at least
three Business Days' prior written notice (or telephonic notice promptly
confirmed in writing), given not later than 1:00 p.m. (New York City time), of
each Eurocurrency Loan to be made hereunder; provided, however, that a Notice of
Borrowing with respect to Borrowings to be made on the date hereof may, at the
discretion of Administrative Agent, be delivered later than the time specified
above. Whenever Company desires that U.S. Swing Line Lender make a U.S. Swing
Line Loan under Section 2.1(c)(i)(1), it shall deliver to U.S. Swing Line Lender
prior to 1:00 p.m. (New York City time) on the date of such Borrowing written
notice (or telephonic notice promptly confirmed in writing). Whenever any
Borrower (other than Canadian Borrower) desires that European Swing Line Lender
make a European Swing Line Loan under Section 2.1(c)(i)(2), Company and the
applicable Borrower shall deliver to European Swing Line Lender prior to 1:00
p.m. (London time) on the date of such Borrowing written notice (or telephone
notice promptly confirmed in writing). Each such notice (each a "Notice of
Borrowing"), which shall be in the form of Exhibit 2.5 hereto, shall be
irrevocable, shall be deemed a representation by Company and the applicable
Borrower that all conditions precedent to such Borrowing have been satisfied and
shall specify (i) the aggregate principal amount of the Loans to be made
pursuant to such Borrowing (stated in the relevant currency), (ii) the date of
Borrowing (which shall be a Business Day) and (iii) whether the Loans being made
pursuant to such Borrowing are to be Swing Line Loans and, if not, whether such
Loans are to be Base Rate Loans or Eurocurrency Loans and, with respect to
Eurocurrency Loans, the Interest Period and Applicable Currency to be applicable
thereto. Administrative Agent shall as promptly as practicable give each Lender
written or telephonic notice (promptly confirmed in writing) of each proposed
Borrowing, of such Lender's Pro Rata Share thereof and of the other matters
covered by the Notice of Borrowing. Without in any way limiting Company and the
applicable Borrower's obligation to confirm in writing any telephonic notice,
Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans)
or the respective Facing Agent (in the case of Letters of Credit) may act
without liability upon the basis of telephonic notice believed by Administrative
Agent in good faith to be from a Responsible Officer of Company and the
applicable Borrower prior to receipt of written confirmation. Administrative
Agent's records shall, absent manifest error, be final, conclusive and binding
on Borrowers with respect to evidence of the terms of such telephonic Notice of
Borrowing. Borrowers hereby agree not to dispute Administrative Agent's, DB's or
such Facing Agent's record of the time of telephonic notice.

         2.6 Conversion or Continuation. Any Borrower may elect (i) on any
Business Day to convert Base Rate Loans or any portion thereof to Eurocurrency
Loans, (ii) at the end of any Interest Period with respect thereto, to convert
Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof
into Base Rate Loans or to continue such Eurocurrency Loans or any portion
thereof for an additional Interest Period and (iii) at the end of any Interest
Period with respect thereto, to continue Loans denominated in an Alternative
Currency for an additional Interest Period; provided, however, that the
aggregate principal amount of the Eurocurrency Loans for each Interest Period
therefor must be in an aggregate principal amount equal to the Minimum Borrowing
Amount for Eurocurrency Loans or Minimum Borrowing Multiples in excess thereof.
Each continuation of Loans shall be allocated among the Loans in the applicable
Facility of the applicable Lenders in accordance with their respective Pro Rata
Shares. Each such election shall be in substantially the form of Exhibit 2.6
hereto (a "Notice of Conversion or Continuation") and shall be made by giving
Administrative Agent at least three Business Days' (or one Business Day in the
case of a conversion into Base Rate Loans or three Business Days' in the case of
continuation of a Loan denominated in Euros) prior written notice thereof to the
Notice Address given not later than 1:00 p.m. (New York City time) specifying
(i) the amount and type of conversion or continuation, (ii) in the case of a
conversion to or a continuation of Eurocurrency Loans, the Interest Period
therefor and (iii) in the case of a conversion, the date of conversion (which
date shall be a Business Day). Notwithstanding the foregoing, no conversion in
whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation
in whole or in part of Eurocurrency Loans (other than Alternative Currency
Loans), shall be permitted at any time at which an Unmatured Event of Default or
an Event of Default shall have occurred and be continuing. The applicable
Borrower shall not be entitled to specify an Interest Period in excess of 30
days, for any Alternative Currency Loan if an Unmatured Event of Default or an
Event of Default has occurred and is continuing. If, within the time period
required under the terms of this Section 2.6, Administrative Agent does not
receive a Notice of Conversion or Continuation from the applicable Borrower
containing a permitted election to continue any Eurocurrency Loans for an
additional Interest Period or to convert any such Loans, then, upon the
expiration of the Interest Period therefor, such Loans will be automatically
converted to Base Rate Loans or, in the case of an Alternative Currency Loan,
Eurocurrency Loans in the same Applicable Currency with an Interest Period of
one month. Each Notice of Conversion or Continuation shall be irrevocable.

         2.7 Disbursement of Funds. No later than 12:00 p.m. (local time at the
place the applicable Borrower receives funding) on the date specified in each
Notice of Borrowing (3:30 p.m. local time at the place of funding in the case of
Swing Line Loans), each Lender will make available its Pro Rata Share of Loans
of the Borrowing requested to be made on such date in the Applicable Currency
and in immediately available funds, at the Payment Office (for the account of
such non-U.S. office of Administrative Agent as Administrative Agent may direct
in the case of Eurocurrency Loans) and Administrative Agent will make available
to the applicable Borrower at its Payment Office the aggregate of the amounts so
made available by the Lenders not later than 2:00 p.m. (local time in the place
of payment), or in the case of Swing Line Loans, 3:30 p.m. (local time in the
place of payment). Unless Administrative Agent shall have been notified by any
Lender at least one Business Day prior to the date of Borrowing that such Lender
does not intend to make available to Administrative Agent such Lender's portion
of the Borrowing to be made on such date, Administrative Agent may assume that
such Lender has made such amount available to Administrative Agent on such date
of Borrowing and Administrative Agent may, but shall not be required to, in
reliance upon such assumption, make available to the applicable Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to Administrative Agent by such Lender on the date of Borrowing, Administrative
Agent shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify the applicable Borrower and, if so notified, the applicable Borrower
shall immediately pay such corresponding amount to Administrative Agent.
Administrative Agent shall also be entitled to recover from the applicable
Borrower interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by Administrative Agent to
such Borrower to the date such corresponding amount is recovered by
Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans
or Eurocurrency Loans, as the case may be, applicable during the period in
question; provided, however, that any interest paid to Administrative Agent in
respect of such corresponding amount shall be credited against interest payable
by such Borrower to such Lender under Section 3.1 in respect of such
corresponding amount. Any amount due hereunder to Administrative Agent from any
Lender which is not paid when due shall bear interest payable by such Lender,
from the date due until the date paid, at the Federal Funds Rate for amounts in
Dollars (and, at Administrative Agent's cost of funds for amounts in any
Alternative Currency) for the first three days after the date such amount is due
and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%,
together with Administrative Agent's standard interbank processing fee. Further,
such Lender shall be deemed to have assigned any and all payments made of
principal and interest on its Loans, amounts due with respect to its Letters of
Credit (or its participations therein) and any other amounts due to it hereunder
first to Administrative Agent to fund any outstanding Loans made available on
behalf of such Lender by Administrative Agent pursuant to this Section 2.7 until
such Loans have been funded (as a result of such assignment or otherwise) and
then to fund Loans of all Lenders other than such Lender until each Lender has
outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such
assignment or otherwise). Such Lender shall not have recourse against any
Borrower with respect to any amounts paid to Administrative Agent or any Lender
with respect to the preceding sentence, provided that, such Lender shall have
full recourse against Borrowers to the extent of the amount of such Loans it has
so been deemed to have made. Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its Commitment hereunder or to prejudice
any rights which any Borrower may have against the Lender as a result of any
default by such Lender hereunder.

         2.8 Utilization of Multicurrency Revolving Commitments in an
Alternative Currency.

                  (a) Administrative Agent will determine the Dollar Equivalent
amount with respect to any (i) Borrowing of Multicurrency Revolving Loans
comprised of Alternative Currency Loans as of the requested date of Borrowing,
(ii) outstanding Alternative Currency Loans that are Multicurrency Revolving
Loans as of the last Business Day of each month and (iii) outstanding
Alternative Currency Loans on the date of any prepayment pursuant to Section 4.3
or 4.4 (each such date under clauses (i) through (ii) a "Computation Date").
Upon receipt of any Notice of Borrowing of Multicurrency Revolving Loans,
Administrative Agent will promptly notify each Multicurrency Revolving Lender
thereof and of the amount of such Lender's Multicurrency Revolver Pro Rata Share
of the Borrowing. In the case of a Borrowing comprised of Alternative Currency
Loans, such notice will provide the approximate amount of each Lender's
Multicurrency Revolver Pro Rata Share of the Borrowing, and Administrative Agent
will, upon the determination of the Dollar Equivalent amount of the Borrowing as
specified in the Notice of Borrowing, promptly notify each Lender of the exact
amount of such Lender's Multicurrency Revolver Pro Rata Share of the Borrowing.

                  (b) Notwithstanding anything herein to the contrary, during
the existence of an Event of Default, upon the request of the Majority Lenders,
all or any part of any outstanding Multicurrency Revolving Loans that are
Alternative Currency Loans shall be redenominated and converted into Base Rate
Loans in Dollars with effect from the last day of the Interest Period with
respect to any such Alternative Currency Loans. Administrative Agent will
promptly notify the applicable Borrower of any such redenomination and
conversion request.

         2.9 Additional Facility.

                  (a) Borrowers shall have the right at any time (so long as (x)
no Unmatured Event of Default or Event of Default then exists and (y) Borrowers
shall have delivered to Administrative Agent a Compliance Certificate for the
period of four full Fiscal Quarters immediately preceding the incurrence
described below (prepared in good faith and in a manner and using such
methodology which is consistent with the most recent financial statements
delivered pursuant to Section 7.1) giving pro forma effect to such incurrence
and evidencing compliance with the covenants set forth in Article IX and a pro
forma Senior Secured Leverage Ratio of not more than 2.25:1.0 as of the last day
of such period), and from time to time after the Syndication Date to incur from
one or more existing Lenders and/or other Persons that are Eligible Assignees
and which, in each case, agree to make such loans to the applicable Borrower,
loans and commitments to make loans in an aggregate principal amount not to
exceed $300,000,000 (or the Dollar Equivalent thereof at the time of funding),
which loans may be incurred as one or more tranches of additional term loans
(the "Additional Term Loans") as determined by Administrative Agent that are
pari passu in all respects to the Term Loans made pursuant to Section 2.1(a)
under a facility that would provide that the Additional Term Loans would have a
Weighted Average Life to Maturity of not less than the Term Loan with the then
longest Weighted Average Life to Maturity and a final maturity no earlier than
latest Term Maturity Date; provided, that (i) the terms and conditions of any
Additional Term Loans shall be substantially similar to those applicable to the
existing Term Loan Facilities and (ii) the applicable margins (which, for such
purposes only, shall be deemed to include all upfront or similar fees or
original issue discount (amortized over the life of such loan) payable to all
Lenders providing such Additional Term Loans, but exclusive of any arrangement,
structuring or other fees payable in connection therewith that are not shared
with all Lenders providing such Additional Term Loans) determined as of the
initial funding date for such Additional Term Loans shall not be greater than
0.50% above the applicable margins then in effect for Term B Dollar Loans or
Term B Euro Loans, as applicable based on the currency of the Additional Term
Loan (which, for such purposes only, shall be deemed to include all upfront or
similar fees or original issue discount (amortized over the life of such loan)
paid to all Term B Dollar Lenders or Term B Euro Lenders, as applicable based on
the currency of the Additional Term Loans as of the initial funding date for
such Additional Term Loans, but exclusive of any arrangement, structuring or
other fees payable in connection therewith that are not shared with all Term B
Dollar Lenders).

                  (b) In the event that any Borrower desires to incur Additional
Term Loans, such Borrower will enter into an amendment with the lenders (who
shall by execution thereof become Lenders hereunder if not theretofore Lenders)
to provide for such Additional Term Loans, which amendment shall set forth any
terms and conditions of the Additional Term Loans not covered by this Agreement
as agreed by the applicable Borrower and such Lenders, and shall provide for the
issuance of promissory notes to evidence the Additional Term Loans if requested
by the lenders advancing Additional Term Loans (which notes shall constitute
Term Notes for purposes of this Agreement), with such amendment to be in form
and substance reasonably acceptable to Administrative Agent and consistent with
the terms of this Section 2.9(b) and of the other provisions of this Agreement.
No consent of any Lender (other than any Lender making Additional Term Loans) is
required to permit the Loans contemplated by this Section 2.9(b) or the
aforesaid amendment to effectuate the Additional Term Loans. This section shall
supercede any provisions contained in this Agreement, including, without
limitation, Section 12.1, to the contrary.

         2.10 Letters of Credit.

                  (a) Letters of Credit Commitments. Subject to and upon the
terms and conditions herein set forth, Company may request, on behalf of itself,
European Holdco or any Subsidiary Borrower, that any Facing Agent issue, at any
time and from time to time on and after the Initial Borrowing Date, and prior to
the 30th Business Day preceding the Multicurrency Revolver Termination Date, for
the account of such Borrower and for the benefit of any holder (or any trustee,
agent or other similar representative for any such holder) of LC Supportable
Indebtedness of any Borrower or any of its Subsidiaries, an irrevocable standby
letter of credit, in a form customarily used by such Facing Agent, or in such
other form as has been approved by such Facing Agent (each such standby letter
of credit, a "Letter of Credit") in support of such LC Supportable Indebtedness,
provided, however, no Letter of Credit shall be issued the Stated Amount of
which, (1) when added to the LC Obligations (exclusive of Unpaid Drawings
relating to Letters of Credit which are repaid on or prior to the date of, and
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed either (x) the Dollar Equivalent of $150,000,000 or (y) when added to the
Dollar Equivalent of the aggregate principal amount of all Multicurrency
Revolving Loans and Swing Line Loans, then outstanding with respect to all
Borrowers, the Multicurrency Revolving Commitments at such time or (2) when
added to the Dollar Equivalent of the aggregate principal amount of all
Multicurrency Revolving Loans, LC Obligations and Swing Line Loans of such
Borrower, such Borrower's Available Multicurrency Revolver Sublimit.

                  (b) Obligation of Facing Agent to Issue Letter of Credit. Each
Facing Agent may agree, in its sole discretion, that it will (subject to the
terms and conditions contained herein), at any time and from time to time on or
after the Initial Borrowing Date and prior to the Multicurrency Revolver
Termination Date, following its receipt of the respective Letter of Credit
Request, issue for the account of Company, European Holdco or any Subsidiary
Borrower one or more Letters of Credit in support of such LC Supportable
Indebtedness of any Borrower or any of its Subsidiaries as is permitted to
remain outstanding without giving rise to an Event of Default or Unmatured Event
of Default hereunder, provided that, the respective Facing Agent shall be under
no obligation to issue any Letter of Credit of the types described above if at
the time of such issuance:

                           (i) any order, judgment or decree of any Governmental
Authority or arbitrator shall purport by its terms to enjoin or restrain such
Facing Agent from issuing such Letter of Credit or any Requirement of Law
applicable to such Facing Agent from any Governmental Authority with
jurisdiction over such Facing Agent shall prohibit, or request that such Facing
Agent refrain from, the issuance of letters of credit generally or such Letter
of Credit in particular or shall impose upon such Facing Agent with respect to
such Letter of Credit any restriction or reserve or capital requirement (for
which such Facing Agent is not otherwise compensated) not in effect on the date
hereof, or any unreimbursed loss, cost or expense which was not applicable, in
effect or known to such Facing Agent as of the date hereof and which such Facing
Agent in good faith deems material to it; or

                           (ii) such Facing Agent shall have received notice
from any Lender prior to the issuance of such Letter of Credit of the type
described in Section 2.10(b)(ii)(A)(v).

                                    (A) Notwithstanding the foregoing, (i)
except as set forth on Schedule 2.10(j), each Letter of Credit shall have an
expiry date occurring not later than one year after such Letter of Credit's date
of issuance, provided that, any Letter of Credit may be automatically extendable
for periods of up to one year so long as such Letter of Credit provides that the
respective Facing Agent retains an option satisfactory to such Facing Agent, to
terminate such Letter of Credit within a specified period of time prior to each
scheduled extension date; (ii) no Letter of Credit shall have an expiry date
occurring later than the 10th Business Day prior to the Multicurrency Revolver
Termination Date; (iii) each Letter of Credit shall be denominated in Dollars
or, in the respective Facing Agent's sole discretion, Alternative Currency and
be payable on a sight basis; (iv) the Stated Amount of each Letter of Credit
shall not be less than the Dollar Equivalent of $100,000 or such lesser amount
as is acceptable to the respective Facing Agent; and (v) no Facing Agent will
issue any Letter of Credit after it has received written notice from the
applicable Borrower or the Required Lenders stating that an Event of Default or
Unmatured Event of Default exists until such time as such Facing Agent shall
have received a written notice of (x) rescission of such notice from the party
or parties originally delivering the same or (y) a waiver of such Event of
Default or Unmatured Event of Default by the Required Lenders (or all the
Lenders to the extent required by Section 12.1).

                                    (B) Notwithstanding the foregoing, in the
event a Lender Default exists, no Facing Agent shall be required to issue any
Letter of Credit unless the respective Facing Agent has entered into
arrangements satisfactory to it and the applicable Borrower to eliminate such
Facing Agent's risk with respect to the participation in Letters of Credit of
the Defaulting Lender or Lenders, including by cash collateralizing such
Defaulting Lender or Lenders' applicable Multicurrency Revolver Pro Rata Share
of the applicable LC Obligations.

                  (c) Letter of Credit Requests; Notices of Issuance. Whenever
Company, European Holdco or any Subsidiary Borrower desires that a Letter of
Credit be issued, Company shall give Administrative Agent and the respective
Facing Agent written notice thereof prior to 1:00 p.m. (New York City time) at
least five Business Days (or such shorter period as may be acceptable to such
Facing Agent) prior to the proposed date of issuance (which shall be a Business
Day) which written notice shall be in the form of Exhibit 2.10(c) (each a
"Letter of Credit Request") and may be submitted via facsimile to the respective
Facing Agent (who may rely upon such facsimile if it were an original thereof).
Each such notice shall specify (A) the proposed issuance date and expiration
date, (B) the name(s) of each obligor with respect to such Letter of Credit, (C)
the applicable Borrower as the account party, (D) the name and address of the
beneficiary (which Person shall be acceptable to the respective Facing Agent),
(E) the Stated Amount in Dollars or the Alternative Currency of such proposed
Letter of Credit and (F) the purpose of such Letter of Credit (which shall be
acceptable to Agent and the respective Facing Agent) and such other information
as such Facing Agent may reasonably request. In addition, each Letter of Credit
Request shall contain a general description of the terms and conditions to be
included in such proposed Letter of Credit (all of which terms and conditions
shall be acceptable to the respective Facing Agent). Unless otherwise specified,
all Letters of Credit will be governed by the Uniform Customs and Practices for
Documentary Credit Operations as in effect on the date of issuance of such
Letter of Credit. Each Letter of Credit Request shall include any other
documents as the respective Facing Agent customarily requires in connection
therewith. Each Facing Agent shall, promptly after the issuance of or amendment
or modification to a Letter of Credit, give Administrative Agent and the
applicable Borrower written notice of the issuance, amendment or modification of
such Letter of Credit, accompanied by a copy of such issuance, amendment or
modification. Promptly upon receipt of such notice, Administrative Agent shall
give each Multicurrency Revolving Lender written notice of such issuance,
amendment or modification, and if so requested by any Multicurrency Revolving
Lender, Administrative Agent shall provide such Multicurrency Revolving Lender
with copies of such issuance, amendment or modification.

                  (d) Agreement to Repay Letter of Credit Payments.

                           (i) Company hereby agrees to reimburse (or cause the
applicable Borrower to reimburse) the respective Facing Agent, by making payment
to Administrative Agent in immediately available funds in Dollars at the Payment
Office, for any payment or disbursement made by such Facing Agent under and in
accordance with any Letter of Credit (each such amount so paid or disbursed
until reimbursed, an "Unpaid Drawing"), no later than one Business Day after the
date on which Company receives notice of such payment or disbursement (if such
Unpaid Drawing was in an Alternative Currency, then in the Dollar Equivalent
amount of such Unpaid Drawing), with interest on the amount so paid or disbursed
by such Facing Agent, to the extent not reimbursed prior to 12:00 Noon (New York
City time) on the date of such payment or disbursement, from and including the
date paid or disbursed to but excluding the date such Facing Agent is reimbursed
therefor by Company at a rate per annum which shall be the Base Rate in effect
from time to time plus the Applicable Base Rate Margin; provided, however, that,
anything contained in this Agreement to the contrary notwithstanding, (i) unless
Company shall have notified Administrative Agent and the applicable Facing Agent
prior to 10:00 a.m. (New York City time) on the Business Day following receipt
of such notice that the applicable Facing Agent will be reimbursed for the
amount of such Unpaid Drawing with funds other than the proceeds of
Multicurrency Revolving Loans, Company shall be deemed to have timely given a
Notice of Borrowing to Administrative Agent requesting each Multicurrency
Revolving Lender to make Multicurrency Revolving Loans which are Base Rate Loans
on the date on which such Unpaid Drawing is honored in an amount equal to the
Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent
shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders
thereof and (ii) unless any of the events described in Section 10.1(e) or
10.1(f) shall have occurred (in which event the procedures of Section 2.10(e)
shall apply), each such Multicurrency Revolving Lender shall, on the date such
drawing is honored, make Multicurrency Revolving Loans which are Base Rate Loans
in the amount of its Multicurrency Revolver Pro Rata Share of the Dollar
Equivalent of such Unpaid Drawing, the proceeds of which shall be applied
directly by Administrative Agent to reimburse the applicable Facing Agent for
the amount of such Unpaid Drawing; and provided, further, that, if for any
reason, proceeds of Multicurrency Revolving Loans are not received by the
applicable Facing Agent on such date in an amount equal to the amount of the
Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the
applicable Facing Agent, on the Business Day immediately following the date such
drawing is honored, in an amount in same day funds equal to the excess of the
amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of
the amount of such Multicurrency Revolving Loans, if any, which are so received,
plus accrued interest on such amount at the rate set forth in Section 3.1(a);
provided, however, to the extent such amounts are not reimbursed prior to 12:00
Noon (New York City time) on the fifth Business Day following such payment or
disbursement, interest shall thereafter accrue on the amounts so paid or
disbursed by such Facing Agent (and until reimbursed by Company) at a rate per
annum which shall be the Base Rate in effect from time to time plus the
Applicable Base Rate Margin plus an additional 2% per annum, such interest also
to be payable on demand. The respective Facing Agent shall give Company prompt
notice of each Drawing under any Letter of Credit, provided that, the failure to
give any such notice shall in no way affect, impair or diminish Company's
obligations hereunder.

                           (ii) The Obligations of Company under this Section
2.10(d) to reimburse the respective Facing Agent with respect to drawings on
Letters of Credit (each, a "Drawing") (including, in each case, interest
thereon) shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which any
Borrower may have or have had against any Facing Agent, Agent or any Lender
(including in its capacity as issuer of the Letter of Credit or as LC
Participant), or any non-application or misapplication by the beneficiary of the
proceeds of such Drawing, the respective Facing Agent's only obligation to
Borrowers being to confirm that any documents required to be delivered under
such Letter of Credit appear to have been delivered and that they appear to
comply on their face with the requirements of such Letter of Credit. Any action
taken or omitted to be taken by any Facing Agent under or in connection with any
Letter of Credit if taken or omitted in the absence of gross negligence or
willful misconduct as determined by a final and non-appealable judgment rendered
by a court of competent jurisdiction, shall not create for such Facing Agent any
resulting liability to any Borrower.

                  (e) Letter of Credit Participations.

                           (i) Immediately upon the issuance by any Facing Agent
of any Letter of Credit, such Facing Agent shall be deemed to have sold and
transferred to each Multicurrency Revolving Lender, other than such Facing Agent
(each such Lender, in its capacity under this Section 2.10(e), a "LC
Participant"), and each such LC Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Facing Agent, without
recourse or warranty, an undivided interest and participation, to the extent of
such Multicurrency Revolving Lender's Multicurrency Revolver Pro Rata Share, in
such Letter of Credit, each substitute Letter of Credit, each Drawing made
thereunder and the obligations of Borrowers under this Agreement with respect
thereto (although Letter of Credit fees shall be payable directly to
Administrative Agent for the account of the LC Participant as provided in
Section 2.10(g) and the LC Participants shall have no right to receive any
portion of the facing fees), and any security therefor or guaranty pertaining
thereto. Upon any change in the Multicurrency Revolving Commitments of the
Multicurrency Revolving Lenders, it is hereby agreed that, with respect to all
outstanding Letters of Credit and Unpaid Drawings relating to Letters of Credit,
there shall be an automatic adjustment pursuant to this Section 2.10(e) to
reflect the new Multicurrency Revolver Pro Rata Share of the assignor and
assignee Lender or of all Lenders with Multicurrency Revolving Commitments, as
the case may be.

                           (ii) In determining whether to pay under any Letter
of Credit, such Facing Agent shall have no obligation relative to the LC
Participants other than to confirm that any documents required to be delivered
under such Letter of Credit appear to have been delivered and that they appear
to comply on their face with the requirements of such Letter of Credit. Any
action taken or omitted to be taken by any Facing Agent under or in connection
with any Letter of Credit issued by it if taken or omitted in the absence of
gross negligence or willful misconduct as determined by a final and
non-appealable judgment rendered by a court of competent jurisdiction, shall not
create for such Facing Agent any resulting liability to any Borrower or any
Lender.

                  (f) Draws Upon Letter of Credit; Reimbursement Obligations.

                           (i) In the event that any Facing Agent makes any
payment under any Letter of Credit issued by it and Company shall not have
reimbursed such amount in full to such Facing Agent pursuant to Section 2.10(d),
such Facing Agent shall promptly notify Administrative Agent, and Administrative
Agent shall promptly notify each LC Participant of such failure, and each such
LC Participant shall promptly and unconditionally pay to Administrative Agent
for the account of such Facing Agent, the amount of such LC Participant's
applicable Multicurrency Revolver Pro Rata Share of such payment in Dollars or,
if in an Alternative Currency, in such Alternative Currency and in same day
funds; provided, however, that no LC Participant shall be obligated to pay to
Administrative Agent its applicable Multicurrency Revolver Pro Rata Share of
such unreimbursed amount for any wrongful payment made by such Facing Agent
under a Letter of Credit issued by it as a result of acts or omissions
constituting willful misconduct or gross negligence as determined by a final and
non-appealable judgment rendered by a court of competent jurisdiction on the
part of such Facing Agent. If Administrative Agent so notifies any LC
Participant required to fund a payment under a Letter of Credit prior to 11:00
a.m. (New York City time) or, in the case of a Letter of Credit denominated in
an Alternative Currency, 11:00 a.m. (London time), on any Business Day, such LC
Participant shall make available to Administrative Agent for the account of the
respective Facing Agent such LC Participant's applicable Multicurrency Revolver
Pro Rata Share of the amount of such payment on such Business Day in same day
funds. If and to the extent such LC Participant shall not have so made its
applicable Multicurrency Revolver Pro Rata Share of the amount of such payment
available to Administrative Agent for the account of the respective Facing
Agent, such LC Participant agrees to pay to Administrative Agent for the account
of such Facing Agent, forthwith on demand such amount, together with interest
thereon, for each day from such date until the date such amount is paid to
Administrative Agent for the account of such Facing Agent at the overnight
Federal Funds rate. The failure of any LC Participant to make available to
Administrative Agent for the account of the respective Facing Agent its
applicable Multicurrency Revolver Pro Rata Share of any payment under any Letter
of Credit issued by it shall not relieve any other LC Participant of its
obligation hereunder to make available to Administrative Agent for the account
of such Facing Agent its applicable Multicurrency Revolver Pro Rata Share of any
payment under any such Letter of Credit on the day required, as specified above,
but no LC Participant shall be responsible for the failure of any other LC
Participant to make available to Agent for the account of such Facing Agent such
other LC Participant's applicable Multicurrency Revolver Pro Rata Share of any
such payment.

                           (ii) Whenever any Facing Agent receives a payment of
a reimbursement obligation as to which Administrative Agent has received for the
account of such Facing Agent any payments from the LC Participants pursuant to
this Section 2.10(f), such Facing Agent shall pay to Administrative Agent and
Administrative Agent shall pay to each LC Participant which has paid its
Multicurrency Revolver Pro Rata Share thereof, in Dollars or, if in an
Alternative Currency, in such Alternative Currency and in same day funds, an
amount equal to such LC Participant's Multicurrency Revolver Pro Rata Share of
the principal amount of such reimbursement obligation and interest thereon
accruing after the purchase of the respective participations.

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

                                    (A) any lack of validity or enforceability
of this Agreement or any of the other Loan Documents;

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

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

                                    (D) the surrender or impairment of any
security for the performance or observance of any of the terms of any of the
Loan Documents; or

                                    (E) the occurrence or continuance of any
Event of Default or Unmatured Event of Default.

                  (g) Fees for Letters of Credit.

                           (i) Facing Agent Fees. Company agrees to pay (or to
cause the applicable Borrower to pay) in Dollars the following amount to the
respective Facing Agent with respect to the Letters of Credit issued by it for
the account of any Borrower:

                                    (A) with respect to payments made under any
Letter of Credit, interest, payable on demand, on the amount paid by such Facing
Agent in respect of each such payment from the date of the payments through the
date such amount is reimbursed by Company (including any such reimbursement out
of the proceeds of Multicurrency Revolving Loans at a rate determined in
accordance with the terms of Section 2.10(d)(i));

                                    (B) with respect to the issuance or
amendment of each Letter of Credit and each payment made thereunder, documentary
and processing charges in accordance with such Facing Agent's standard schedule
for such charges in effect at the time of such issuance, amendment, transfer or
payment, as the case may be; and

                                    (C) a facing fee equal to one-eighth of 1%
per annum of the Stated Amount of outstanding and undrawn LC Obligations payable
in arrears on each Quarterly Payment Date and on the Multicurrency Revolver
Termination Date and thereafter, on demand together with customary issuance and
payment charges, provided that, a minimum fee of $500.00 per annum shall be
payable per Letter of Credit.

                           (ii) Participating Lender Fees. Company agrees to pay
in Dollars to Administrative Agent for distribution to each participating Lender
in respect of all Letters of Credit outstanding such Lender's Multicurrency
Revolver Pro Rata Share of a commission equal to the then Applicable
Eurocurrency Margin for Multicurrency Revolving Loans with respect to the
Effective Amount of such outstanding Letters of Credit (the "LC Commission"),
payable in arrears on and through each Quarterly Payment Date, on the
Multicurrency Revolver Termination Date and thereafter, on demand. The LC
Commission shall be computed on a daily basis from the first day of issuance of
each Letter of Credit and on the basis of the actual number of days elapsed over
a year of 360 days.

                           Promptly upon receipt by the respective Facing Agent
or Administrative Agent of any amount described in
clause (i)(A) or (ii) of this Section 2.10(g), such Facing Agent or
Administrative Agent shall distribute to each Lender that has reimbursed such
Facing Agent in accordance with Section 2.10(d) its Multicurrency Revolver Pro
Rata Share of such amount. Amounts payable under clause (i)(B) and (C) of this
Section 2.10(e) shall be paid directly to such Facing Agent.

                  (h) Indemnification. In addition to amounts payable as
elsewhere provided in this Agreement, Company hereby agrees to protect,
indemnify, pay and hold each Facing Agent harmless from and against any and all
claims, demands, liabilities, damages, losses, costs, charges and expenses
(including reasonable attorneys' fees) (other than for Taxes, which shall be
covered by Section 4.7, and Excluded Taxes) which any Facing Agent may incur or
be subject to as a consequence, direct or indirect, of (i) the issuance of the
Letters of Credit, other than as a result of the gross negligence or willful
misconduct as determined by a final and non-appealable judgment rendered by a
court of competent jurisdiction with respect to such Facing Agent or (ii) the
failure of any Facing Agent to honor a Drawing under any Letter of Credit as a
result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Governmental Authority (all such acts
or omissions herein called "Government Acts"). As between Borrowers and each
Facing Agent, Borrowers assume all risks of the acts and omissions of, or misuse
of the Letters of Credit issued by any Facing Agent by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, each Facing Agent shall not be responsible: (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of or
any Drawing under such Letters of Credit, even if it should in fact prove to be
in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) for the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) for failure of the beneficiary
of any such Letter of Credit to comply fully with conditions required in order
to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) for errors in
interpretation of technical terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a Drawing
under any such Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any Drawing under such Letter of Credit; and (viii) for any consequences
arising from causes beyond the control of each Facing Agent, including, without
limitation, any acts of Government Authority. None of the above shall affect,
impair, or prevent the vesting of any of each Facing Agent's rights or powers
hereunder.

                  In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by any
Facing Agent under or in connection with the Letters of Credit issued by it or
the related certificates, if taken or omitted in good faith and in the absence
of gross negligence and willful misconduct as determined by a final and
non-appealable judgment rendered by a court of competent jurisdiction, shall not
put any Facing Agent under any resulting liability to any Borrower.

                  Notwithstanding anything to the contrary contained in this
Agreement, no Borrower shall have any obligation to indemnify any Facing Agent
in respect of any liability incurred by such Facing Agent to the extent arising
out of the gross negligence or willful misconduct of such Facing Agent. The
right of indemnification in the first paragraph of this Section 2.10(h) shall
not prejudice any rights that any Borrower may otherwise have against each
Facing Agent with respect to a Letter of Credit issued hereunder.

                  (i) Increased Costs. If at any time after the date hereof the
introduction of or any change in any applicable law, rule, regulation, order,
guideline or request (other than any law, rule, regulation, guidelines or
request relating to Excluded Taxes) or in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or
administration thereof, or compliance by each Facing Agent or such Lender with
any request or directive by any such authority (whether or not having the force
of law or any change in GAAP), shall either (i) impose, modify or make
applicable any reserve, deposit, capital adequacy or similar requirement against
letters of credit issued by any Facing Agent or participated in by any Lender,
or (ii) impose on any Facing Agent or any Lender any other conditions relating,
directly or indirectly, to this Agreement or any Letter of Credit; and the
result of any of the foregoing is to increase the cost to any Facing Agent or
any Lender of issuing, maintaining or participating in any Letter of Credit, or
reduce the amount of any sum received or receivable by such Facing Agent or any
Lender hereunder or reduce the rate of return on its capital with respect to
Letters of Credit, then, upon demand to Company by the respective Facing Agent
or any Lender (a copy of which demand shall be sent by such Facing Agent or such
Lender to Administrative Agent), Company shall pay (or cause the applicable
Borrower to pay) to such Facing Agent or such Lender such additional amount or
amounts as will compensate such Lender for such increased cost or reduction in
the amount receivable or reduction on the rate of return on its capital. Each
Facing Agent or any Lender, upon determining that any additional amounts will be
payable pursuant to this Section 2.10(i), will give prompt written notice
thereof to Company, which notice shall include a certificate submitted to
Company by the respective Facing Agent or such Lender (a copy of which
certificate shall be sent by such Facing Agent or such Lender to Administrative
Agent), setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate such Facing Agent or such
Lender, although failure to give any such notice shall not release or diminish
Company's obligations to pay additional amounts pursuant to this Section
2.10(i). The certificate required to be delivered pursuant to this Section
2.10(i) shall, absent manifest error, be final, conclusive and binding on
Company.

                  (j) Outstanding Letters of Credit. The letters of credit set
forth under the caption "Letters of Credit outstanding on the Effective Date" on
Schedule 2.10(j) annexed hereto and made a part hereof which were issued
pursuant to the Existing Credit Agreement and remain outstanding as of the
Initial Borrowing Date (the "Outstanding Letters of Credit"). Company, each
Facing Agent and each of the Lenders hereby agree with respect to the
Outstanding Letters of Credit that such Outstanding Letters of Credit, for all
purposes under this Agreement shall be deemed to be Letters of Credit governed
by the terms and conditions of this Agreement. Each Lender agrees to participate
in each Outstanding Letter of Credit issued by any Facing Agent in an amount
equal to its Multicurrency Revolver Pro Rata Share of the Stated Amount of such
Outstanding Letter of Credit.

         2.11 Pro Rata Borrowings. Except as expressly provided in Section
2A.9(e), Borrowings of Loans under this Agreement shall be loaned by the
applicable Lenders pro rata on the basis of their Commitments. No Lender shall
be responsible for any default by any other Lender in its obligation to make
Loans hereunder and each Lender shall be obligated to make the Loans provided to
be made by it hereunder, regardless of the failure of any other Lender to
fulfill its Commitments hereunder.

                                  ARTICLE IIA

                                CANADIAN REVOLVER

         2A.1 The Canadian Revolving Commitments. Each Canadian Revolving
Lender, severally and for itself alone, hereby agrees, on the terms and subject
to the conditions hereinafter set forth and in reliance upon the representations
and warranties set forth herein and in the other Loan Documents, to make loans
to Canadian Borrower on a revolving basis, including by means of B/As or B/A
Equivalent Loans, from time to time during the Canadian Commitment Period in an
amount not to exceed its Canadian Revolver Pro Rata Share of the Total Available
Canadian Revolving Commitment (each such loan by any Lender, a "Canadian
Revolving Loan" and collectively, the "Canadian Revolving Loans"). The Canadian
Revolving Loans (i) shall be denominated in Canadian Dollars and (ii) if made on
the Initial Borrowing Date, shall be made as Canadian Prime Rate Loans. Except
as hereinafter provided, Canadian Revolving Loans may, at the option of Canadian
Borrower, be maintained as and/or converted into Canadian Prime Rate Loans or
B/A Loans. All Canadian Revolving Loans comprising the same Borrowing hereunder
shall be made by the Canadian Revolving Lenders simultaneously and in proportion
to their respective Canadian Revolving Commitments. Prior to the Canadian
Revolver Termination Date, Canadian Revolving Loans may be repaid and reborrowed
by Canadian Borrower in accordance with the provisions hereof and, except as
otherwise specifically provided herein, all Canadian Revolving Loans comprising
the same Borrowing shall at all times be of the same Type. As the context may
require, references to the outstanding principal amount of any Canadian
Revolving Loan shall include the face amount of B/A Loans.

         2A.2 Notes.

                  (a) Evidence of Indebtedness. At the request of any Canadian
Revolving Lender, Canadian Borrower's obligation to pay the principal of and
interest on all the Loans (other than B/As) made to it by each Lender shall be
evidenced by a promissory note (each, a "Canadian Revolving Note" and,
collectively, the "Canadian Revolving Notes") duly executed and delivered by
Canadian Borrower substantially in the form of Exhibit 2A.2(a) hereto, with
blanks appropriately completed in conformity herewith.

                  (b) Notation of Payments. Each Canadian Revolving Lender will
note on its internal records the amount of each Canadian Revolving Loan made by
it and each payment in respect thereof and will, prior to any transfer of its
Canadian Revolving Note in accordance with the terms of this Agreement, endorse
on the reverse side thereof the outstanding principal amount of Canadian
Revolving Loans evidenced thereby. Failure to make any such notation shall not
affect Canadian Borrower's or any guarantor's obligations hereunder or under the
other applicable Loan Documents in respect of such Canadian Revolving Loans.

         2A.3 Minimum Amount of Each Borrowing; Maximum Number of Borrowings.
The aggregate principal amount of each Borrowing by Canadian Borrower hereunder
shall be not less than the Minimum Borrowing Amount and, if greater, shall be in
integral multiples of Cdn.$1,000,000 above such minimum (or, if less, the then
Total Available Canadian Revolving Commitment). More than one Borrowing may be
incurred on any date.

         2A.4 Borrowing Options. The Canadian Revolving Loans shall, at the
option of Canadian Borrower except as otherwise provided in this Agreement, be
(i) Canadian Prime Rate Loans, (ii) B/A Loans, or (iii) part Canadian Prime Rate
Loans and part B/A Loans, provided that, (x) all Canadian Revolving Loans made
by the Canadian Revolving Lenders pursuant to the same Borrowing shall, unless
otherwise specifically provided herein, consist entirely of Canadian Revolving
Loans of the same Type and (y) except as permitted by Canadian Administrative
Agent in its sole discretion, no incurrences of, or conversions into B/A Loans
may be effected prior to the earlier of (1) the 60th day after the Initial
Borrowing Date and (2) the Syndication Date.

         2A.5 Notice of Canadian Borrowing. Whenever Canadian Borrower desires
to make a Borrowing of any Canadian Revolving Loan hereunder, Canadian Borrower
shall give Canadian Administrative Agent at its office located at 222 Bay
Street, Suite 1100, P.O. Box 64, Toronto, Ontario, Canada M5K1E7 or such other
address as Canadian Administrative Agent may hereafter designate in writing to
the parties hereto) (the "Canadian Notice Address") at least one Business Day's
(two Business Days' in the case of B/A Loans) prior written notice (or
telephonic notice promptly confirmed in writing), given not later than 12:00
p.m. (New York City time) of each B/A Loan or Canadian Prime Rate Loan;
provided, however, that a Notice of Canadian Borrowing with respect to
Borrowings to be made on the date hereof may, at the discretion of Canadian
Administrative Agent, be delivered later than the time specified above. Each
such notice (each a "Notice of Canadian Borrowing"), which shall be in the form
of Exhibit 2A.5 hereto, shall be irrevocable, shall be deemed a representation
by Canadian Borrower that all conditions precedent to such Borrowing have been
satisfied and shall specify (i) the aggregate principal amount of the Loans (or
the face amount of the B/A Loans, as the case may be) to be made pursuant to
such Borrowing, (ii) the date of Borrowing (which shall be a Business Day), and
(iii) whether the Loans being made pursuant to such Borrowing are to be Canadian
Prime Rate Loans or B/A Loans and with respect to B/A Loans the Contract Period
and maturity date to be applicable thereto. Canadian Administrative Agent shall
as promptly as practicable give each Canadian Revolving Lender written or
telephonic notice (promptly confirmed in writing) of each proposed Borrowing, of
such Canadian Revolving Lender's Canadian Revolver Pro Rata Share thereof and of
the other matters covered by the Notice of Canadian Borrowing. Without in any
way limiting Company's and Canadian Borrower's obligation to confirm in writing
any telephonic notice, Canadian Administrative Agent may act without liability
upon the basis of telephonic notice believed by Canadian Administrative Agent in
good faith to be from a Responsible Officer of Canadian Borrower prior to
receipt of written confirmation. Canadian Administrative Agent's records shall,
absent manifest error, be final, conclusive and binding on Canadian Borrower
with respect to evidence of the terms of such telephonic Notice of Canadian
Borrowing. Canadian Borrower hereby agrees not to dispute Canadian
Administrative Agent's or DB's record of the time of telephonic notice.

         2A.6 Conversion or Continuation. Subject to Section 2A.4, Canadian
Borrower may elect (i) on any Business Day to convert Canadian Prime Rate Loans
or any portion thereof to B/A Loans and (ii) at the end of any Contract Period
with respect thereto, to convert B/A Loans or any portion thereof into Canadian
Prime Rate Loans or continue such B/A Loans or any portion thereof for an
additional Contract Period; provided, however, that the aggregate face amount of
the B/A Loans for each Contract Period therefor must be in an aggregate
principal amount of Cdn.$5,000,000 or an integral multiple of Cdn.$1,000,000 in
excess thereto. Each such election shall be in substantially the form of Exhibit
2A.6 hereto (a "Notice of Canadian Conversion or Continuation") and shall be
made by giving Canadian Administrative Agent at least two Business Days' prior
written notice thereof to the Canadian Notice Address given not later than 12:00
p.m. (New York City time), specifying (i) the amount and type of conversion or
continuation, (ii) in the case of a conversion to or a continuation of B/A
Loans, the Contract Period therefor, and (iii) in the case of a conversion, the
date of conversion (which date shall be a Business Day). Notwithstanding the
foregoing, no conversion in whole or in part of Canadian Prime Rate Loans to B/A
Loans, and no continuation in whole or in part of B/A Loans upon the expiration
of the Contract Period therefor, shall be permitted at any time at which an
Unmatured Event of Default or an Event of Default shall have occurred and be
continuing. If, within the time period required under the terms of this Section
2A.6, Canadian Administrative Agent does not receive a Notice of Canadian
Conversion or Continuation from Canadian Borrower containing a permitted
election to continue any B/A Loans for an additional Contract Period or to
convert any such Loans, then, upon the expiration of the Contract Period
therefor, such Loans will be automatically converted to Canadian Prime Rate
Loans. Each Notice of Canadian Conversion or Continuation shall be irrevocable.

         2A.7 Disbursement of Funds. No later than 12:00 p.m. (local time at the
place of funding) on the date specified in each Notice of Canadian Borrowing,
each Canadian Revolving Lender will make available its Canadian Revolver Pro
Rata Share of Canadian Revolving Loans of the Borrowing requested to be made on
such date in Canadian Dollars and in immediately available funds, at the
Canadian Payment Office and Canadian Administrative Agent will make available to
Canadian Borrower at its Canadian Payment Office the aggregate of the amounts so
made available by the Lenders not later than 2:00 p.m. (local time in the place
of payment). Unless Canadian Administrative Agent shall have been notified by
any such Lender at least one Business Day prior to the date of Borrowing that
such Lender does not intend to make available to Canadian Administrative Agent
such Lender's portion of the Borrowing to be made on such date, Canadian
Administrative Agent may assume that such Lender has made such amount available
to Canadian Administrative Agent on such date of Borrowing and Canadian
Administrative Agent may, but shall not be required to, in reliance upon such
assumption, make available to Canadian Borrower a corresponding amount. If such
corresponding amount is not in fact made available to Canadian Administrative
Agent by such Lender on the date of Borrowing, Canadian Administrative Agent
shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon
Canadian Administrative Agent's demand therefor, Canadian Administrative Agent
shall promptly notify Canadian Borrower and, if so notified, Canadian Borrower
shall immediately pay such corresponding amount to Canadian Administrative
Agent. Canadian Administrative Agent shall also be entitled to recover from
Canadian Borrower interest on such corresponding amount in respect of each day
from the date such corresponding amount was made available by Canadian
Administrative Agent to Canadian Borrower to the date such corresponding amount
is recovered by Canadian Administrative Agent, at a rate per annum equal to the
rate for Canadian Prime Rate Loans or B/A Loans, as the case may be, applicable
during the period in question; provided, however, that any interest paid to
Canadian Administrative Agent in respect of such corresponding amount shall be
credited against interest payable by Canadian Borrower to such Lender under
Section 3.1 in respect of such corresponding amount. Any amount due hereunder to
Canadian Administrative Agent from any Lender which is not paid when due shall
bear interest payable by such Lender, from the date due until the date paid, at
the average of the rates per annum for Canadian Dollar bankers' acceptances
having a term of 30 days that appears on the display referred to as the "CDOR
Page" (or any display substituted therefor) of Reuter Monitor Money Rates
Service as of 10:00 a.m. (Toronto time) on the date of determination, as
reported by Canadian Administrative Agent (and if such screen is not available,
any successor or similar service as may be selected by Canadian Administrative
Agent) for the first three days after the date such amount is due and thereafter
at the average of the rates per annum for Canadian Dollar bankers' acceptances
having a term of 30 days that appears on the display referred to as the "CDOR
Page" (or any display substituted therefor) of Reuter Monitor Money Rates
Service as of 10:00 a.m. (Toronto time) on the date of determination, as
reported by Canadian Administrative Agent (and if such screen is not available,
any successor or similar service as may be selected by Canadian Administrative
Agent) plus 1%, together with Canadian Administrative Agent's standard interbank
processing fee. Further, such Lender shall be deemed to have assigned any and
all payments made of principal and interest on its Loans, and any other amounts
due to it hereunder first to Canadian Administrative Agent to fund any
outstanding Loans made available on behalf of such Lender by Canadian
Administrative Agent pursuant to this Section 2A.7 until such Loans have been
funded (as a result of such assignment or otherwise) and then to fund Loans of
all Lenders other than such Lender until each Lender has outstanding Loans equal
to its Canadian Revolver Pro Rata Share of all Canadian Revolving Loans (as a
result of such assignment or otherwise). Such Lender shall not have recourse
against Canadian Borrower with respect to any amounts paid to Canadian
Administrative Agent or any Lender with respect to the preceding sentence,
provided that, such Lender shall have full recourse against Canadian Borrower to
the extent of the amount of such Loans it has so been deemed to have made.
Nothing herein shall be deemed to relieve any Lender from its obligation to
fulfill its Canadian Revolving Commitment hereunder or to prejudice any rights
which Canadian Borrower may have against the Lender as a result of any default
by such Lender hereunder.

         2A.8 Pro Rata Borrowings. Except as expressly provided in Section
2A.9(e), all Borrowings of Canadian Revolving Loans under this Agreement shall
be loaned by the Canadian Revolving Lenders pro rata on the basis of their
Canadian Revolving Commitments. No Lender shall be responsible for any default
by any other Lender in its obligation to make Loans hereunder and each Lender
shall be obligated to make the Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to fulfill its Canadian Revolving
Commitment hereunder.

         2A.9 Bankers' Acceptances. (a) Subject to the terms and conditions of
this Agreement, Canadian Borrower may request a Canadian Revolving Loan
denominated in Canadian Dollars by presenting drafts for acceptance and, if
applicable, purchase as B/A's by the Canadian Revolving Lenders.

                  (b) A Canadian Revolving Lender shall not be obliged to either
accept any draft presented for acceptance or advance any B/A Equivalent Loan:

                           (i) which is drawn on, or where the Contract Period
applicable thereto expires, on a day which is not
a Business Day;

                           (ii) where the Contact Period applicable thereto
matures on a day subsequent to the Canadian Revolver
Termination Date;

                           (iii) where the Contract Period applicable thereto
has a term other than approximately 30, 60, 90 or 180 days;

                           (iv) which is denominated in any currency other than
Canadian Dollars;

                           (v) which is not in a form satisfactory to such
Canadian Revolving Lender or Canadian Administrative
Agent;

                           (vi) in respect of which the Canadian Borrower has
not then paid the applicable Acceptance Fee; or

                           (vii) if an Unmatured Event of Default or an Event of
Default has occurred and is continuing.

                  (c) To facilitate availment of B/A Loans, Canadian Borrower
hereby appoints each Canadian Revolving Lender as its attorney to sign and
endorse on its behalf (in accordance with a Notice of Canadian Borrowing or
Notice of Canadian Conversion or Continuation relating to a B/A Loan pursuant to
Section 2A.5 or Section 2A.6), in handwriting or by facsimile or mechanical
signature as and when deemed necessary by such Canadian Revolving Lender, blank
drafts in the form requested by such Canadian Revolving Lender. In this respect,
it is each Canadian Revolving Lender's responsibility to maintain an adequate
supply of blank drafts for acceptance under this Agreement. Canadian Borrower
recognizes and agrees that all drafts signed and/or endorsed by a Canadian
Revolving Lender on behalf of Canadian Borrower shall bind Canadian Borrower as
fully and effectually as if signed in the handwriting of and duly issued by the
proper signing officers of Canadian Borrower. Each Canadian Revolving Lender is
hereby authorized (in accordance with a Notice of Canadian Borrowing or Notice
of Canadian Conversion or Continuation relating to a B/A Loan) to issue such
B/A's endorsed in blank in such face amounts as may be determined by such
Canadian Revolving Lender, provided that, the aggregate amount thereof is equal
to the aggregate amount of drafts required to be accepted and purchased by such
Canadian Revolving Lender. No Canadian Revolving Lender shall be liable for any
damage, loss or other claim arising by reason of any loss or improper use of any
such instrument except for the gross negligence or willful misconduct of the
Canadian Revolving Lender or its officers, employees, agents or representatives.
Each Canadian Revolving Lender shall maintain a record, which shall be made
available to Canadian Borrower upon its request, with respect to drafts (i)
received by it in blank hereunder, (ii) voided by it for any reason, (iii)
accepted and purchased by it hereunder, and (iv) cancelled at their respective
maturities. On request by or on behalf of Canadian Borrower, a Canadian
Revolving Lender shall cancel all forms of B/A's which have been pre-signed or
pre-endorsed on behalf of Canadian Borrower and that are held by such Canadian
Revolving Lender and are not required to be issued in accordance with Canadian
Borrower's irrevocable notice. Alternatively, Canadian Borrower agrees that, at
the request of Canadian Administrative Agent, Canadian Borrower shall deliver to
Canadian Administrative Agent a "depository note" which complies with the
requirements of the Depository Bills and Notes Act (Canada), and consents to the
deposit of any such depository note in the book-based debt clearance system
maintained by the Canadian Depository for Securities.

                  (d) Drafts of Canadian Borrower to be accepted as B/A's
hereunder shall be signed as set forth in this Section 2A.9. Notwithstanding
that any Person whose signature appears on any B/A may no longer be an
authorized signatory for any Canadian Revolving Lender or Canadian Borrower at
the date of issuance of a B/A, such signature shall nevertheless be valid and
sufficient for all purposes as if such authority had remained in force at the
time of such issuance and any such B/A so signed shall be binding on Canadian
Borrower.

                  (e) Promptly following the receipt of a Notice of Canadian
Borrowing or Notice of Canadian Conversion or Continuation specifying a Canadian
Revolving Loan by way of B/A's, Canadian Administrative Agent shall so advise
the Canadian Revolving Lenders and shall advise each Canadian Revolving Lender
of the aggregate face amount of the B/A's to be accepted by it and the
applicable Contract Period (which shall be identical for all Canadian Revolving
Lenders). In the case of Canadian Revolving Loans comprised of B/A Loans, the
aggregate face amount of the B/A's to be accepted by a Canadian Revolving Lender
shall be in a minimum aggregate amount of Cdn.$500,000 and shall be a whole
multiple of Cdn.$100,000, and such face amount shall be in the Canadian
Revolving Lenders' pro rata portions of such Canadian Revolving Loan, provided
that, Canadian Administrative Agent may in its sole discretion increase or
reduce any Canadian Revolving Lender's portion of such B/A Loan to the nearest
Cdn.$100,000.

                  (f) Canadian Borrower may specify in a Notice of Canadian
Borrowing pursuant to Section 2A.5 or a Notice of Canadian Conversion or
Continuation pursuant to Section 2A.6 that it desires that any B/A's requested
by such notice be purchased by the Canadian Revolving Lenders, in which case the
Canadian Revolving Lenders shall, upon acceptance of a B/A by a Canadian
Revolving Lender, purchase, or arrange for the purchase of, each B/A from
Canadian Borrower at the Discount Rate for such Canadian Revolving Lender
applicable to such B/A accepted by it and provide to Canadian Administrative
Agent the Discount Proceeds for the account of Canadian Borrower. The Acceptance
Fee payable by Canadian Borrower to a Canadian Revolving Lender under Section
3.1(d) in respect of each B/A accepted by such Canadian Revolving Lender shall
be set off against the Discount Proceeds payable by such Canadian Revolving
Lender under this Section 2A.9.

                  (g) Each Canadian Revolving Lender may at any time and from
time to time hold, sell, rediscount or otherwise dispose of any or all B/A's
accepted and purchased by it.

                  (h) If a Canadian Revolving Lender is not a chartered bank
under the Bank Act (Canada) or if a Canadian Revolving Lender notifies Canadian
Administrative Agent in writing that it is otherwise unable to accept Bankers'
Acceptances, such Canadian Revolving Lender will, instead of accepting and, if
applicable, purchasing Bankers' Acceptances, make an advance (a "B/A Equivalent
Loan") to Canadian Borrower in the amount and for the same term as the draft
that such Canadian Revolving Lender would otherwise have been required to accept
and purchase hereunder. Each such Canadian Revolving Lender will provide to
Canadian Administrative Agent the Discount Proceeds of such B/A Equivalent Loan
for the account of Canadian Borrower. Each such B/A Equivalent Loan will bear
interest at the same rate that would result if such Lender had accepted (and
been paid an Acceptance Fee) and purchased (on a discounted basis at the
Discount Rate) a Bankers' Acceptance for the relevant Contract Period (it being
the intention of the parties that each such B/A Equivalent Loan shall have the
same economic consequences for the applicable Lenders and Canadian Borrower as
the Bankers' Acceptance which such B/A Equivalent Loan replaces). All such
interest shall be paid in advance on the date such B/A Equivalent Loan is made,
and will be deducted from the principal amount of such B/A Equivalent Loan in
the same manner in which the Discount Proceeds of a Bankers' Acceptance would be
deducted from the face amount of the Bankers' Acceptance.

                  (i) Canadian Borrower waives presentment for payment and any
other defense to payment of any amounts due to a Canadian Revolving Lender in
respect of a B/A accepted and purchased by it pursuant to this Agreement which
might exist solely by reason of such B/A being held, at the maturity thereof, by
such Canadian Revolving Lender in its own right, and Canadian Borrower agrees
not to claim any days of grace if such Canadian Revolving Lender, as holder,
sues Canadian Borrower on the B/A for payment of the amount payable by Canadian
Borrower thereunder. Unless Canadian Borrower has requested and Canadian
Revolving Lenders have granted a continuation of such B/A Loan in accordance
with the provisions of this Agreement, on the last day of the Contract Period of
a B/A, or such earlier date as may be required or permitted pursuant to the
provisions of this Agreement, Canadian Borrower shall pay the Canadian Revolving
Lender that has accepted and purchased such B/A the full face amount of such B/A
and, after such payment, Canadian Borrower shall have no further liability in
respect of such B/A and such Canadian Revolving Lender shall be entitled to all
benefits of, and be responsible for all payments due to third parties under,
such B/A.

                  (j) Except as required by any Canadian Revolving Lender upon
the occurrence of an Event of Default, no B/A Loan may be repaid by Canadian
Borrower prior to the expiry date of the Contract Period applicable to such B/A
Loan; provided, however, that any B/A Loan may be defeased as provided in the
proviso to Section 4.3(d).

                                  ARTICLE III

                                INTEREST AND FEES

         3.1 Interest.

                  (a) Base Rate Loans. Each Borrower agrees to pay interest in
respect of the unpaid principal amount of such Borrower's Base Rate Loans from
the date the proceeds thereof are made available to such Borrower (or, if such
Base Rate Loan was converted from a Eurocurrency Loan, the date of such
conversion) until the earlier of (i) the maturity (whether by acceleration or
otherwise) of such Base Rate Loan or (ii) the conversion of such Base Rate Loan
to a Eurocurrency Loan pursuant to Section 2.6 at a rate per annum equal to the
relevant Base Rate plus the Applicable Base Rate Margin.

                  (b) Eurocurrency Loans. Each Borrower agrees to pay interest
in respect of the unpaid principal amount of such Borrower's Eurocurrency Loans
from the date the proceeds thereof are made available to such Borrower (or, if
such Eurocurrency Loan was converted from a Base Rate Loan, the date of such
conversion) until the earlier of (i) the maturity (whether by acceleration or
otherwise) of such Eurocurrency Loan or (ii) the conversion of such Eurocurrency
Loan to a Base Rate Loan pursuant to Section 2.6 at a rate per annum equal to
the relevant Eurocurrency Rate plus the Applicable Eurocurrency Margin.

                  (c) Canadian Prime Rate Loans. Canadian Borrower agrees to pay
interest in respect of the unpaid principal amount of each Canadian Prime Rate
Loan from the date the proceeds thereof are made available to Canadian Borrower
(or in the case of a conversion of a B/A Loan to a Canadian Prime Rate Loan, the
date of such conversion) until the earlier of (i) the maturity (whether by
acceleration or otherwise) of such Canadian Prime Rate Loan or (ii) the
conversion of such Canadian Prime Rate Loan to a B/A Loan pursuant to Section
2A.6 at a rate per annum equal to the Canadian Prime Rate plus the Applicable
Canadian Prime Rate Margin.

                  (d) B/A Loans. Canadian Borrower agrees to pay the Acceptance
Fee on the date of acceptance of a draft or making of a B/A Equivalent Loan as
calculated in the definition of "Acceptance Fee".

                  (e) Overnight Rate Loans. Company agrees to pay interest in
respect of the unpaid principal amount of each Overnight Rate Loan from the date
the proceeds thereof are made available to Company until the maturity of such
Overnight Rate Loan at a rate per annum equal to the Overnight Euro Rate or
Overnight LIBOR Rate, as applicable.

                  (f) Payment of Interest. Interest on each Loan (other than a
B/A Loan) shall be payable in arrears on each Interest Payment Date; provided,
however, that interest accruing pursuant to Section 3.1(h) shall be payable from
time to time on demand. Interest shall also be payable on all then outstanding
Multicurrency Revolving Loans or Canadian Revolving Loans on the Multicurrency
Revolver Termination Date or Canadian Revolver Termination Date, as applicable,
and on all Loans (other than B/A Loans) on the date of repayment (including
prepayment) thereof (except that voluntary prepayments of Multicurrency
Revolving Loans or Canadian Revolving Loans that are Base Rate Loans or Canadian
Prime Rate Loans made pursuant to Section 4.3 on any day other than a Quarterly
Payment Date, the Multicurrency Revolver Termination Date or Canadian Revolver
Termination Date, as applicable, need not be made with accrued interest from the
most recent Quarterly Payment Date, provided such accrued interest is paid on
the next Quarterly Payment Date) and on the date of maturity (by acceleration or
otherwise) of such Loans. During the existence of any Event of Default, interest
on any Loan shall be payable on demand.

                  (g) Notification of Rate. Administrative Agent or Canadian
Administrative Agent, upon determining the interest rate for any Borrowing of
Eurocurrency Loans for any Interest Period, shall promptly notify Borrowers and
the Lenders thereof. Such determination shall, absent manifest error and subject
to Section 3.6, be final, conclusive and binding upon all parties hereto.

                  (h) Default Interest. Notwithstanding the rates of interest
specified herein, effective on the date 30 days after the occurrence and
continuance of any Event of Default (other than the failure to pay Obligations
when due) and for so long thereafter as any such Event of Default shall be
continuing, and effective immediately upon any failure to pay any Obligations or
any other amounts due under any of the Loan Documents when due, whether by
acceleration or otherwise, the principal balance of each Loan (other than a B/A
Loan) then outstanding and, to the extent permitted by applicable law, any
interest payment on each Loan (other than a B/A Loan) not paid when due or other
amounts then due and payable shall bear interest payable on demand, after as
well as before judgment at a rate per annum equal to the Default Rate.

                  (i) Maximum Interest. If any interest payment or other charge
or fee payable hereunder exceeds the maximum amount then permitted by applicable
law, the applicable Borrower shall be obligated to pay the maximum amount then
permitted by applicable law and the applicable Borrower shall continue to pay
the maximum amount from time to time permitted by applicable law until all such
interest payments and other charges and fees otherwise due hereunder (in the
absence of such restraint imposed by applicable law) have been paid in full.

                  (j) Interest Act (Canada) Disclosure. For the purposes of the
Interest Act (Canada) and disclosure thereunder, whenever any interest or fee to
be paid hereunder or in connection herewith is to be calculated on the basis of
any period of time that is less than a calendar year, the yearly rate of
interest to which the rate used in such calculation is equivalent is the rate so
used multiplied by the actual number of days in the calendar year in which the
same is to be ascertained and divided by 360, 365 or 366, as applicable. The
rates of interest under this Agreement are nominal rates, and not effective
rates or yields. The principle of deemed reinvestment of interest does not apply
to any interest calculation under this Agreement.

                  3.2 Fees.

                  (a) Upfront Fees. Company shall pay the fees as set forth in
the fee letter between Company, DBSI, DB, Bank of America, N.A., Banc of America
Securities LLC, Bank One, N.A., Banc One Capital Markets, Inc. and Lehman
Commercial Paper Inc. to Administrative Agent for distribution as set forth
therein.

                  (b) Commitment Fees. Company shall pay to Administrative Agent
for pro rata distribution to each Non-Defaulting Lender having a Multicurrency
Revolving Commitment (based on its Multicurrency Revolver Pro Rata Share) a
commitment fee in Dollars (the "Commitment Fee") for the period commencing on
the Initial Borrowing Date to and including the Multicurrency Revolver
Termination Date or the earlier termination of the Multicurrency Revolving
Commitments (and, in either case, repayment in full of the Multicurrency
Revolving Loans and payment in full, or cash collateralization by the deposit of
cash into the Collateral Account in amounts and pursuant to arrangements
satisfactory to Administrative Agent, of the LC Obligations), computed at a rate
equal to the Applicable Commitment Fee Percentage per annum on the average daily
Total Available Multicurrency Revolving Commitment (with the Available
Multicurrency Revolving Commitment of each Lender determined without reduction
for such Lender's Multicurrency Revolver Pro Rata Share of Swing Line Loans
outstanding). Unless otherwise specified, accrued Commitment Fees shall be due
and payable in arrears (i) on each Quarterly Payment Date, (ii) on the
Multicurrency Revolver Termination Date and (iii) upon any reduction or
termination in whole or in part of the Multicurrency Revolving Commitments (but
only, in the case of a reduction, on the portion of the Multicurrency Revolving
Commitments then being reduced).

                  (c) Canadian Commitment Fee. Canadian Borrower agrees to pay
to Canadian Administrative Agent for pro rata distribution to each
Non-Defaulting Lender having a Canadian Revolving Commitment (based on its
Canadian Revolver Pro Rata Share) a commitment fee in Canadian Dollars (the
"Canadian Commitment Fee") for the period commencing on the Initial Borrowing
Date to and including the Canadian Revolver Termination Date or the earlier
termination of the Canadian Revolving Commitments (and, in either case,
repayment in full of the Canadian Revolving Loans), computed at a rate equal to
the Applicable Commitment Fee Percentage per annum on the average daily Total
Available Canadian Revolving Commitment. Unless otherwise specified, accrued
Canadian Commitment Fees shall be due and payable in arrears (i) on each
Quarterly Payment Date, (ii) on the Canadian Revolver Termination Date and (iii)
upon any reduction or termination in whole or in part of the Canadian Revolving
Commitments (but only, in the case of a reduction, on the portion of the
Canadian Revolving Commitments then being reduced).

                  (d) Agency Fees. The applicable Borrower shall pay to
Administrative Agent for its own account, agency and other Loan fees in the
amount and at the times set forth in administrative agent letter between
Borrowers and Administrative Agent.

         3.3 Computation of Interest and Fees. Interest on all Loans (other than
B/A Loans) and fees payable hereunder shall be computed on the basis of the
actual number of days elapsed over a year of 360 days, provided that, interest
on all Base Rate Loans, Canadian Prime Rate Loans and Multicurrency Revolving
Loans and Term A Loans denominated in Sterling shall be computed on the basis of
the actual number of days elapsed over a year of 365 or 366 days, as the case
may be. Each determination of an interest rate by Administrative Agent or
Canadian Administrative Agent pursuant to any provision of this Agreement shall
be conclusive and binding on each Borrower and the Lenders in the absence of
manifest error. Administrative Agent shall, at any time and from time to time
upon request of any Borrower, deliver to such Borrower a statement showing the
quotations used by Administrative Agent in determining any interest rate
applicable to Loans pursuant to this Agreement. Each change in the Applicable
Base Rate Margin, Applicable Eurocurrency Margin, Applicable Canadian Prime Rate
Margin or the Applicable Commitment Fee Percentage or any change in the
Applicable LC Commission as a result of a change in Borrowers' Most Recent
Leverage Ratio shall become effective on the date upon which such change in such
ratio occurs.

         3.4 Interest Periods. At the time it gives any Notice of Borrowing or a
Notice of Conversion or Continuation, with respect to Eurocurrency Loans, a
Borrower shall elect, by giving Administrative Agent written notice, the
interest period (each an "Interest Period") which Interest Period shall, at the
option of such Borrower, be one, two, three or six months or, if available to
each of the applicable Lenders (as determined by each such applicable Lender in
its sole discretion) a nine or twelve month period, provided that, prior to the
earlier to occur of the Syndication Date and sixty (60) days after the Initial
Borrowing Date, Interest Periods for Eurocurrency Loans shall be seven days,
except as permitted by Administrative Agent in its sole discretion (with all
such Interest Periods ending on the same day during such period); provided,
further, that:

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

                  (b) the initial Interest Period for any Eurocurrency Loan
shall commence on the date of such Borrowing of such Eurocurrency Loan
(including the date of any conversion thereto from a Loan of a different Type)
and each Interest Period occurring thereafter in respect of such Eurocurrency
Loan shall commence on the last day of the immediately preceding Interest
Period;

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

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

                  (e) no Interest Period may be selected at any time when an
Unmatured Event of Default or Event of Default is then in existence;

                  (f) no Interest Period shall extend beyond the applicable Term
Maturity Date for any Term Loan, the Multicurrency Revolver Termination Date for
any Multicurrency Revolving Loan or the Canadian Revolver Termination Date for
any Canadian Revolving Loan; and

                  (g) no Interest Period in respect of any Borrowing of Term
Loans shall be selected which extends beyond any date upon which a mandatory
repayment of such Term Loans will be required to be made under Section 4.4(b),
(c) or (d) as the case may be, if the aggregate principal amount of Term Loans
of such Term Facility which have Interest Periods which will expire after such
date will be in excess of the aggregate principal amount of Term Loans of such
Term Facility then outstanding less the aggregate amount of such required
prepayment.

         3.5 Compensation for Funding Losses. The applicable Borrower shall
compensate each Lender, upon its written request (which request shall set forth
the basis for requesting such amounts), for all losses, expenses and liabilities
(including, without limitation, any interest paid by such Lender to lenders of
funds borrowed by it to make or carry its Eurocurrency Loans or B/A Equivalent
Loans to the extent not recovered by the Lender in connection with the
liquidation or re-employment of such funds and including the compensation
payable by such Lender to a Participant) and any loss sustained by such Lender
in connection with the liquidation or re-employment of such funds (including,
without limitation, a return on such liquidation or re-employment that would
result in such Lender receiving less than it would have received had such
Eurocurrency Loan or B/A Equivalent Loan remained outstanding until the last day
of the Interest Period applicable to such Eurocurrency Loans, but excluding
Excluded Taxes) which such Lender may sustain as a result of:

                  (a) for any reason (other than a default by such Lender or
Administrative Agent) a continuation or Borrowing of, or conversion from or
into, Eurocurrency Loans or B/A Equivalent Loans does not occur on a date
specified therefor in a Notice of Borrowing, Notice of Conversion or
Continuation, Notice of Canadian Borrowing, Notice of Canadian Conversion or
Continuation (whether or not withdrawn);

                  (b) any payment, prepayment or conversion or continuation of
any of its Eurocurrency Loans or B/A Loans occurring for any reason whatsoever
on a date which is not the last day of an Interest Period applicable thereto;

                  (c) any repayment of any of its Eurocurrency Loans not being
made on the date specified in a notice of payment given by any Borrower; or

                  (d) (i) any other failure by a Borrower to repay such
Borrower's Eurocurrency Loans or B/A Loans when required by the terms of this
Agreement or (ii) an election made by Borrowers pursuant to Section 3.7. A
written notice setting forth in reasonable detail the basis of the incurrence of
additional amounts owed such Lender under this Section 3.5 and delivered to
Borrowers and Administrative Agent by such Lender shall, absent manifest error,
be final, conclusive and binding for all purposes. Calculation of all amounts
payable to a Lender under this Section 3.5 shall be made as though that Lender
had actually funded its relevant Eurocurrency Loan or B/A Loan through the
purchase of a Eurocurrency deposit bearing interest at the Eurocurrency Rate or
a B/A in an amount equal to the amount of that Loan, having a maturity
comparable to the relevant Interest Period and through the transfer of such
Eurocurrency deposit from an offshore office of that Lender to a domestic office
of that Lender in the United States of America; provided, however, that each
Lender may fund each of its Eurocurrency Loans and B/A Loans in any manner it
sees fit and the foregoing assumption shall be utilized only for the calculation
of amounts payable under this Section 3.5.

         3.6 Increased Costs, Illegality, Etc.

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

                           (i) on any Interest Rate Determination Date that, by
reason of any changes arising after the date of this Agreement affecting the
interbank Eurocurrency market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of Eurocurrency Rate; or

                           (ii) without duplication of amounts set forth in
Section 3.6(c) hereof, at any time, that any Lender shall incur increased costs
or reduction in the amounts received or receivable hereunder with respect to any
Eurocurrency Loan because of (x) any change since the date of this Agreement
having generally applicability to all comparably situated Lenders within the
jurisdiction in which such Lender operates in any applicable law or governmental
rule, regulation, order, guideline or request having the force of law or in the
interpretation or administration thereof and including the introduction of any
new law or governmental rule, regulation, order, guideline or request, such as,
for example, but not limited to: (A) a change in the basis of taxation of
payments to any Lender of the principal of or interest on the Notes or any other
amounts payable hereunder (except for changes in the basis of taxation of or
rate of tax on, or determined by reference to, Excluded Taxes) or (B) a change
in official reserve requirements by any Governmental Authority (but, in all
events, excluding reserves required under Regulation D to the extent included in
the computation of the Eurocurrency Rate) and/or (y) other circumstances since
the date of this Agreement affecting such Lender or the interbank Eurocurrency
market, the Canadian interbank market or the position of such Lender in such
market (excluding, however, differences in a Lender's cost of funds from those
of Administrative Agent which are solely the result of credit differences
between such Lender and Administrative Agent); or

                           (iii) at any time, that the making or continuance of
any Eurocurrency Loan has been made (x) unlawful by any law, directive or
governmental rule, regulation or order or (y) impossible by compliance by any
Lender in good faith with any governmental request (whether or not having force
of law);

then, and in any such event, such Lender (or Administrative Agent, in the case
of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to Borrowers and, except in the case of clause (i) above, to
Administrative Agent of such determination (which notice Administrative Agent
shall promptly transmit to each of the other Lenders). Thereafter (x) in the
case of clause (i) above, Eurocurrency Loans shall no longer be available until
such time as Administrative Agent notifies Borrowers and the Lenders that the
circumstances giving rise to such notice by Administrative Agent no longer
exist, and any Notice of Borrowing, Notice of Conversion or Continuation given
by any Borrower with respect to Eurocurrency Loans (other than with respect to
conversions to Base Rate Loans) which have not yet been incurred (including by
way of conversion) shall be deemed rescinded by such Borrower, (y) in the case
of clause (ii) above, the applicable Borrower shall pay to such Lender, upon
written demand therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Lender in its sole discretion shall determine) as shall be required to
compensate such Lender for such increased costs or reductions in amounts
received or receivable hereunder (any written notice as to the additional
amounts owed to such Lender, showing in reasonable detail the reasonable basis
for the calculation thereof, submitted to Borrowers by such Lender shall, absent
manifest error, be final and conclusive and binding on all the parties hereto;
however the failure to give any such notice shall not release or diminish
Borrowers' obligations to pay additional amounts pursuant to this Section 3.6;
provided that no Lender shall be entitled to receive additional amounts pursuant
to this Section 3.6 for periods occurring prior to the 180th day before the
giving of such notice) and (z) in the case of clause (iii) above, the applicable
Borrower shall take one of the actions specified in Section 3.6(b) as promptly
as possible and, in any event, within the time period required by law. In
determining such additional amounts pursuant to clause (y) of the immediately
preceding sentence, each Lender shall act reasonably and in good faith and will,
to the extent the increased costs or reductions in amounts receivable relate to
such Lender's loans in general and are not specifically attributable to a Loan
hereunder, use averaging and attribution methods which are reasonable and which
cover all loans similar to the Loans made by such Lender whether or not the loan
documentation for such other loans permits the Lender to receive increased costs
of the type described in this Section 3.6(a).

                  (b) Eurocurrency Loans. At any time that any Eurocurrency Loan
is affected by the circumstances described in Section 3.6(a)(ii) or (iii),
Borrowers may (and, in the case of a Eurocurrency Loan affected by the
circumstances described in Section 3.6(a)(iii), shall) either (i) if the
affected Eurocurrency Loan is then being made initially or pursuant to a
conversion, by giving Administrative Agent telephonic notice (confirmed in
writing) on the same date that such Borrower was notified by the affected Lender
or Administrative Agent pursuant to Section 3.6(a)(ii) or (iii), cancel the
respective Borrowing, or (ii) if the affected Eurocurrency Loan is then
outstanding, upon at least three Business Days' written notice to Administrative
Agent, require the affected Lender to convert such Eurocurrency Loan into a Base
Rate Loan, provided that, if more than one Lender is affected at any time, then
all affected Lenders must be treated the same pursuant to this Section 3.6(b).

                  (c) Capital Requirements. Without duplication of amounts set
forth in Section 3.6(a)(ii) hereof, if any Lender determines that the
introduction of or any change in any applicable law, directive or governmental
rule, regulation, order, guideline or request (whether or not having the force
of law) concerning capital adequacy, or any change in (after the date of this
Agreement) interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency, will have the effect of increasing
the amount of capital required or expected to be maintained by such Lender or
any corporation controlling such Lender based on the existence of such Lender's
Commitments hereunder or its obligations hereunder, then the applicable Borrower
shall pay to such Lender within 15 days after receipt by such Borrower of
written demand by such Lender in accordance with the provisions hereof such
additional amounts as shall be required to compensate such Lender or such other
corporation for the increased cost to such Lender or such other corporation or
the reduction in the rate of return to such Lender or such other corporation as
a result of such increase of capital. In determining such additional amounts,
each Lender will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable and which will, to the extent the
increased costs or reduction in the rate of return relates to such Lender's
commitments or obligations in general and are not specifically attributable to
the Commitments and obligations hereunder, cover all commitments and obligations
similar to the Commitments and obligations of such Lender hereunder whether or
not the loan documentation for such other commitments or obligations permits the
Lender to make the determination specified in this Section 3.6(c), and such
Lender's determination of compensation owing under this Section 3.6(c) shall,
absent manifest error, be final and conclusive and binding on all the parties
hereto. Each Lender, upon determining that any additional amounts will be
payable pursuant to this Section 3.6(c), will give prompt written notice thereof
to Borrowers, which notice shall show in reasonable detail the basis for
calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish any of Borrowers' obligations to pay
additional amounts pursuant to this Section 3.6(c) (provided that no Lender
shall be entitled to receive additional amounts pursuant to this Section 3.6(c)
for periods occurring prior to the 180th day before the giving of such notice).

                  (d) Change of Lending Office. Each Lender which is or will be
owed compensation pursuant to Section 3.6(a) or (c) will, if requested by any
Borrower, use reasonable efforts (subject to overall policy considerations of
such Lender) to cause a different branch or Affiliate to make or continue a Loan
or Letter of Credit if such designation will avoid the need for, or materially
reduce the amount of, such compensation to such Lender and will not, in the
judgment of such Lender, be otherwise disadvantageous in any significant respect
to such Lender. The requesting Borrower hereby agrees to pay all reasonable
expenses incurred by any Lender in utilizing a different branch or Affiliate
pursuant to this Section 3.6(d). Nothing in this Section 3.6(d) shall affect or
postpone any of the obligations of Borrowers or the right of any Lender provided
for herein.

         3.7 Replacement of Affected Lenders. (x) If any Multicurrency Revolving
Lender or Canadian Revolving Lender becomes a Defaulting Lender or otherwise
defaults in its Obligations to make Loans or fund Unpaid Drawings, (y) if any
Lender (or in the case of Section 2.10(i), any Facing Agent) is owed increased
costs under Section 2.10(i), Section 3.6(a)(ii) or Section 3.6(c), or Borrowers
are required to make any payments under Section 4.7 to any Lender the Company
determines are materially in excess of those to the other Lenders or (z) as
provided in Section 12.1(c) in the case of certain refusals by a Lender to
consent to certain proposed amendment, changes, supplements, waivers, discharges
or terminations with respect to this Agreement which have been approved by the
Required Lenders, Borrowers shall have the right to replace such Lender (the
"Replaced Lender") with one or more other Eligible Assignee or Eligible
Assignees, none of whom shall constitute a Defaulting Lender at the time of such
replacement (collectively, the "Replacement Lender") reasonably acceptable to
Administrative Agent, provided that, (i) at the time of any replacement pursuant
to this Section 3.7, the Replacement Lender shall enter into one or more
assignment agreements, in form and substance reasonably satisfactory to
Administrative Agent, pursuant to which the Replacement Lender shall acquire all
of the Commitments and outstanding Loans of, and participation in Letters of
Credit by, the Replaced Lender and (ii) all obligations of Borrowers owing to
the Replaced Lender (including, without limitation, such increased costs and
excluding those amounts and obligations specifically described in clause (i)
above in respect of which the assignment purchase price has been, or is
concurrently being paid) shall be paid in full to such Replaced Lender
concurrently with such replacement. Upon the execution of the respective
assignment documentation, the payment of amounts referred to in clauses (i) and
(ii) above and, if so requested by the Replacement Lender, delivery to the
Replacement Lender of the appropriate Note or Notes executed by the applicable
Borrower, the Replacement Lender shall become a Lender hereunder and, unless the
Replaced Lender continues to have outstanding Term Loans hereunder, the Replaced
Lender shall cease to constitute a Lender hereunder, except with respect to
indemnification provisions under this Agreement, which shall survive as to such
Replaced Lender. Notwithstanding anything to the contrary contained above, no
Lender that acts as a Facing Agent may be replaced hereunder at any time which
it has Letters of Credit outstanding hereunder unless arrangements reasonably
satisfactory to such Facing Agent (including the furnishing of a standby letter
of credit in form and substance, and issued by an issuer satisfactory to such
Facing Agent or the depositing of cash collateral into the Collateral Account in
amounts and pursuant to arrangements reasonably satisfactory to such Facing
Agent) have been made with respect to such outstanding Letters of Credit.

                                   ARTICLE IV

                            REDUCTION OF COMMITMENTS;
                            PAYMENTS AND PREPAYMENTS

         4.1 Voluntary Reduction of Commitments. Upon at least two Business
Days' prior written notice (or telephonic notice confirmed in writing) to
Administrative Agent at the Notice Office (which notice Administrative Agent
shall promptly transmit to each Lender), Company (or in the case of Canadian
Revolving Commitments, Canadian Borrower) shall have the right, without premium
or penalty, to terminate the unutilized portion of the Multicurrency Revolving
Commitments, Canadian Revolving Commitments or the Swing Line Commitment, as the
case may be, in part or in whole, provided that, (x) any such voluntary
termination of the Multicurrency Revolving Commitments or Canadian Revolving
Commitments shall apply to proportionately and permanently reduce the
Multicurrency Revolving Commitment or Canadian Revolving Commitment of each
Multicurrency Revolving Lender or Canadian Revolving Lender, as the case may be,
(y) any partial voluntary reduction pursuant to this Section 4.1 shall be in the
amount of at least $10,000,000 and integral multiples of $5,000,000 in excess of
that amount and (z) any such voluntary termination of the Multicurrency
Revolving Commitments, Canadian Revolving Commitments or Swing Line Commitment
shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3
such that (i) the Total Multicurrency Revolving Commitment shall not be reduced
below the aggregate principal amount of outstanding Multicurrency Revolving
Loans plus the aggregate LC Obligations and the Swing Line Commitment, (ii) the
total of the Canadian Revolving Commitments shall not be reduced below the
aggregate principal amount of outstanding Canadian Revolving Loans and (iii) the
Swing Line Commitment shall not be reduced below the aggregate principal amount
of outstanding Swing Line Loans.

         4.2 Mandatory Reduction of Term Commitments. The Term Commitments will
terminate in their entirety on the Initial Borrowing Date, after giving effect
to the Initial Borrowing on such date.

         4.3 Voluntary Prepayments. Borrowers shall have the right to prepay the
Loans in whole or in part from time to time on the following terms and
conditions:

                  (a) the applicable Borrower shall give Administrative Agent
irrevocable written notice at its Notice Office (or telephonic notice promptly
confirmed in writing) of its intent to prepay the Loans, whether such Loans are
Term Loans, Multicurrency Revolving Loans, Canadian Revolving Loans or Swing
Line Loans, the amount of such prepayment and the specific Borrowings to which
such prepayment is to be applied, which notice shall be given by the applicable
Borrower to Administrative Agent by 12:00 noon (New York City time) at least
three Business Days prior in the case of Eurocurrency Loans, at least one
Business Day prior in the case of Base Rate Loans and Canadian Prime Rate Loans
and by 11:00 a.m. (local time) in the case of Swing Line Loans on the date of
such prepayment and which notice shall (except in the case of Swing Line Loans)
promptly be transmitted by Administrative Agent to each of the applicable
Lenders;

                  (b) each partial prepayment of any Borrowing shall be in a
principal amount at least equal to the Minimum Borrowing Multiple, provided
that, no partial prepayment of Eurocurrency Loans made pursuant to a single
Borrowing shall reduce the aggregate principal amount of the outstanding Loans
made pursuant to such Borrowing to an amount less than the Minimum Borrowing
Amount applicable thereto;

                  (c) Eurocurrency Loans may only be prepaid pursuant to this
Section 4.3 on the last day of an Interest Period applicable thereto or on any
other day subject to Section 3.5;

                  (d) each prepayment in respect of any Borrowing shall be
applied pro rata among the Loans comprising such Borrowing, provided, however,
that Canadian Borrower may defease any B/A by depositing with Canadian
Administrative Agent an amount equal to the face amount of such maturing B/A,
provided, further, that, such prepayment shall not be applied to any
Multicurrency Revolving Loans or Canadian Revolving Loans of a Defaulting Lender
at any time when the aggregate amount of Multicurrency Revolving Loans or
Canadian Revolving Loans of any Non-Defaulting Lender exceeds such
Non-Defaulting Lender's Multicurrency Revolver Pro Rata Share of all
Multicurrency Revolving Loans then outstanding or Canadian Revolver Pro Rata
Share of all Canadian Revolving Loans then outstanding;

                  (e) subject to Section 4.5(c), each voluntary prepayment of
Term Loans shall be applied to the Scheduled Term Repayments in proportional
amounts equal to the applicable Term Percentage, as the case may be, of Term
Loans with respect to such prepayment, if any, and within each Term Loan, shall
be applied to reduce the remaining Scheduled Term Repayments, on a pro rata
basis. Unless otherwise specified by the applicable Borrower, such prepayment
shall be applied first to the payment of Base Rate Loans and second to the
payment of such Eurocurrency Loans such Borrower shall request (and in the
absence of such request, as Administrative Agent shall determine). In the event
that any Term Lender waives all or part of its right to receive its portion of a
voluntary prepayment, Administrative Agent shall apply one hundred percent
(100%) of the amount so waived, if any, by such Term Lender to the Term A Loans
in accordance with this Section 4.3 and then ratably to the Multicurrency
Revolving Facility and the Canadian Revolving Facility (provided that any such
waived voluntary prepayment by European Holdco shall not be applied to
Multicurrency Revolving Loans of Company).

The notice provisions, the provisions with respect to the minimum amount of any
prepayment, and the provisions requiring prepayments in integral multiples above
such minimum amount of this Section 4.3 are for the benefit of Administrative
Agent and may be waived unilaterally by Administrative Agent.

         4.4 Mandatory Prepayments.

                  (a) Prepayment Upon Overadvance. The applicable Borrower shall
prepay the outstanding principal amount of the Multicurrency Revolving Loans,
the Canadian Revolving Loans or the Swing Line Loan on any date on which the
aggregate outstanding principal amount of such Loans together with the aggregate
Effective Amount of LC Obligations in the case of the Multicurrency Revolving
Loans (after giving effect to any other repayments or prepayments on such day)
exceeds the aggregate Multicurrency Revolving Commitments, Canadian Revolving
Commitments or the Swing Line Commitment, as the case may be, in the amount of
such excess. If, after giving effect to the prepayment of all outstanding
Multicurrency Revolving Loans, the aggregate Effective Amount of LC Obligations
exceeds the Multicurrency Revolving Commitments then in effect, Company shall
cash collateralize LC Obligations by depositing, pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
Administrative Agent, cash with Administrative Agent in an amount equal to the
difference between the Effective Amount of such LC Obligations and the
Multicurrency Revolving Commitments then in effect. Administrative Agent shall
establish in its name for the benefit of the Multicurrency Revolving Lenders an
interest bearing cash collateral account (the "Collateral Account") into which
it shall deposit such cash to hold as collateral security for the LC
Obligations. If, after giving effect to the prepayment of all outstanding
Canadian Prime Rate Loans the outstanding principal amount of Canadian Revolving
Loans exceeds the aggregate Canadian Revolving Commitments then in effect, the
Canadian Borrower shall cash collateralize outstanding B/A Loans by depositing
pursuant to a cash collateral agreement to be entered into in form and substance
reasonably satisfactory to Canadian Administrative Agent, cash with Canadian
Administrative Agent in an amount equal to the difference between the
outstanding principal amount of Canadian Revolving Loans and the Canadian
Revolving Commitments then in effect. Canadian Administrative Agent shall
establish in its name for the benefit of the Revolving Lenders a cash collateral
account into which it shall deposit said cash to hold as collateral security for
the outstanding B/A Loans.

                  (b) Scheduled Term A Repayments. European Holdco shall cause
to be paid Scheduled Term A Repayments on the Term A Loans until the Term A
Loans are paid in full in the amounts and currencies and at the times specified
in the definition of Scheduled Term A Repayments to the extent that prepayments
have not previously been applied to such Scheduled Term A Repayments (and such
Scheduled Term A Repayments have not otherwise been reduced) pursuant to the
terms hereof.

                  (c) Scheduled Term B Dollar Repayments. Company shall cause to
be paid Scheduled Term B Dollar Repayments on the Term B Dollar Loans until the
Term B Dollar Loans are paid in full in the amounts and at the times specified
in the definition of Scheduled Term B Dollar Repayments to the extent that
prepayments have not previously been applied to such Scheduled Term B Dollar
Repayments (and such Scheduled Term B Dollar Repayments have not otherwise been
reduced) pursuant to the terms hereof.

                  (d) Scheduled Term B Euro Repayments. European Holdco shall
cause to be paid Scheduled Term B Euro Repayments on the Term B Euro Loans until
the Term B Euro Loans are paid in full in the amounts and currencies and at the
times specified in the definition of Scheduled Term B Euro Repayments to the
extent that prepayments have not previously been applied to such Scheduled Term
B Euro Repayments (and such Scheduled Term B Euro Repayments have not otherwise
been reduced) pursuant to the terms hereof.

                  (e) Mandatory Prepayment Upon Asset Disposition. On the first
Business Day after the date of receipt thereof by Company and/or any of its
Subsidiaries of Net Sale Proceeds from any Asset Disposition (other than an
Asset Disposition permitted by Section 8.3 or Sections 8.4(a) through 8.4(l)),
except to the extent that the Net Sale Proceeds of such Asset Disposition, when
combined with the Net Sale Proceeds of all such Asset Dispositions, during the
immediately preceding twelve month period, do not exceed $25,000,000 plus, if an
Aerospace Asset Disposition occurred during such period, 50% of the Net Sale
Proceeds from such Aerospace Asset Disposition, Company and European Holdco
shall cause an amount equal to 100% of such excess Net Sale Proceeds from such
Asset Disposition to be applied as a mandatory repayment of principal of the
Loans pursuant to the terms of Section 4.5(a), in each case subject to
modification of such application as set forth in Section 4.5(c)), provided that,
with respect to no more than $150,000,000 in the aggregate of such excess Net
Sale Proceeds in any Fiscal Year of Company, the Net Sale Proceeds therefrom
shall not be required to be so applied on such date to the extent that no Event
of Default or Unmatured Event of Default then exists and such Net Sale Proceeds
are used to purchase assets used or to be used in the businesses referred to in
Section 8.11 within 360 days following the date of such Asset Disposition;
provided, further, that (1) if all or any portion of such Net Sale Proceeds are
not so used (or contractually committed to be used) within such 360 day period,
such remaining portion shall be applied on the last day of the respective period
as a mandatory repayment of principal of outstanding Loans as provided above in
this Section 4.4(e) and (2) if all or any portion of such Net Sale Proceeds are
not required to be applied on the 360th day referred to in clause (1) above
because such amount is contractually committed to be used and subsequent to such
date such contract is terminated or expires without such portion being so used,
then such remaining portion shall be applied on the date of such termination or
expiration as a mandatory repayment of principal of outstanding Loans as
provided in this Section 4.4(e).

                  (f) Mandatory Prepayment With Excess Cash Flow. On each Excess
Cash Payment Date, Company and European Holdco shall cause an amount equal to
50% of Excess Cash Flow of Company and its Subsidiaries for the most recent
Excess Cash Flow Period ending prior to such Excess Cash Payment Date to be
applied as a mandatory repayment of principal of the Loans pursuant to the terms
of Section 4.5(a), in each case subject to modification of such application as
set forth in Section 4.5(c), provided that, so long as no Event of Default or
Unmatured Event of Default then exists, if the Leverage Ratio as of the last day
of such most recent Excess Cash Flow Period is less than 3.0:1.0, then, Company
and European Holdco shall not be required to apply any portion of Excess Cash
Flow as a mandatory repayment of Loans as provided above in this Section
4.4(f)).

                  (g) Mandatory Prepayment with Proceeds of Certain Permitted
Indebtedness. On the Business Day of receipt thereof by Company or any
Subsidiary, Company and European Holdco shall cause an amount equal to 100% of
the Net Offering Proceeds of any Indebtedness permitted by Section 8.2(d) hereof
to be applied as a mandatory repayment of principal of the Loans pursuant to the
terms of Section 4.5(a), in each case subject to modification of such
application as set forth in Section 4.5(c), provided, that, Company shall not be
required to make such mandatory prepayment to the extent that such Net Offering
Proceeds (1) were used to pay all or any portion of the consideration for a
Permitted Acquisition so long as such Indebtedness (x) is unsecured and (y) has
a Weighted Average Life to Maturity not less than the Weighted Average Life to
Maturity of any Term Loan or (2) when aggregated with all other Net Offering
Proceeds from issuances of Indebtedness permitted by Section 8.2(d) and not used
as a mandatory prepayment pursuant to this clause (other than due to clause (1)
above) do not exceed $100,000,000.

                  (h) Mandatory Prepayment Upon Recovery Event. Within ten (10)
days following each date on which Company or any of its Subsidiaries receives
any proceeds from any Recovery Event, Company and European Holdco shall cause an
amount equal to 100% of the proceeds of such Recovery Event (net of reasonable
costs and taxes incurred in connection with such Recovery Event) to be applied
as a mandatory repayment of principal of the Loans pursuant to the terms of
Section 4.5(a), in each case subject to modification of such application as set
forth in Section 4.5(c), provided that, so long as no Event of Default then
exists, the net proceeds from any Recovery Event shall not be required to be so
applied on such date to the extent that any Borrower has delivered a certificate
to Administrative Agent on or prior to such date stating that such proceeds
shall be used to replace or restore any properties or assets in respect of which
such proceeds were paid within 360 days following the date of the receipt of
such proceeds (which certificate shall set forth the estimates of the proceeds
to be so expended); provided, further, that

                           (i) if all or any portion of such proceeds not
required to be applied to the repayment of Loans pursuant to the first proviso
of this Section 4.4(h) are not so used (or contractually committed to be used)
within 360 days after the day of the receipt of such proceeds, such remaining
portion shall be applied on the last day of such period as a mandatory repayment
of principal of the Loan as provided in this Section 4.4(h) and

                           (ii) if all or any portion of such proceeds are not
required to be applied on the 360th day referred to in clause (i) above because
such amount is contractually committed to be used and subsequent to such date
such contract is terminated or expires without such portion being so used, then
such remaining portion shall be applied on the date of such termination or
expiration as a mandatory repayment of principal of outstanding Loans as
provided in this Section 4.4(h).

         4.5 Application of Prepayments; Waiver of Certain Prepayments.

                  (a) Prepayments. Except as expressly provided in this
Agreement, all prepayments of principal made by any Borrower pursuant to Section
4.4(e) through (h) shall be applied (i) first to the payment of the unpaid
principal amount of the Term Loans (with the applicable Term Percentage of such
repayment to be applied as a repayment of each of the Term Facilities) and
second to the pro rata payment of the then outstanding balance of the
Multicurrency Revolving Loans and Canadian Revolving Loans and the cash
collateralization of LC Obligations; (ii) within each of the foregoing Loans
(other than Canadian Revolving Loans), first to the payment of Base Rate Loans
and second to the payment of Eurocurrency Loans; (iii) with respect to
Eurocurrency Loans, in such order as such Borrower shall request (and in the
absence of such request, as Administrative Agent shall determine); and (iv)
within Canadian Revolving Loans, first to the payment of Canadian Prime Rate
Loans and second to the cash collateralization of outstanding B/A Loans in
accordance with the cash collateralization provisions set forth in Section
4.4(a). Each prepayment of Term Loans made pursuant to Section 4.4(e) through
(h) shall be allocated within each Term Loan to reduce the remaining Scheduled
Term Repayments on a pro rata basis. If any prepayment of Eurocurrency Loans
made pursuant to a single Borrowing shall reduce the outstanding Loans made
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount,
such Borrowing shall immediately be converted into Base Rate Loans. All
prepayments shall include payment of accrued interest on the principal amount so
prepaid, shall be applied to the payment of interest before application to
principal and shall include amounts payable, if any, under Section 3.5.

                  (b) Payments. All regular installment payments of principal on
the Term Loans shall be applied (i) first to the payment of Base Rate Loans and
second to the payment of Eurocurrency Loans and (ii) with respect to
Eurocurrency Loans, in such order as the applicable Borrower shall request (and
in the absence of such request, as Administrative Agent shall determine). All
payments shall include payment of accrued interest on the principal amount so
paid, shall be applied to the payment of interest before application to
principal and shall include amounts payable, if any, under Section 3.5.

                  (c) Waiver of Certain Prepayments by Certain Term Lenders.
Notwithstanding anything to the contrary contained in this Section 4.5 or
elsewhere in this Agreement (including, without limitation, in Section 12.1),
the applicable Borrower shall have the option, in its sole discretion, to give
the Term Lenders (other than Term A Lenders) with outstanding Term Loans the
option to waive a voluntary prepayment or mandatory prepayment of such Term
Loans (other than Term A Loans) pursuant to Sections 4.3 and 4.4(e) through (h)
(each such repayment, a "Waivable Prepayment") upon the terms and provisions set
forth in this Section 4.5(c). If the applicable Borrower elects to exercise the
option referred to in the preceding sentence, such Borrower shall give to
Administrative Agent written notice of its intention to give the Term Lenders
the right to waive a Waivable Prepayment at least five (5) Business Days prior
to such repayment, which notice Administrative Agent shall promptly forward to
all Term Lenders (other than Term A Lenders) (indicating in such notice the
amount of such repayment to be applied to each such Term Lender's outstanding
Term Loans). Borrower's offer to permit the Term Lenders (other than Term A
Lenders) to waive any such Waivable Prepayment may apply to all or part of such
repayment, provided that, any offer to waive part of such repayment must be made
ratably to the Term Lenders (other than Term A Lenders) on the basis of their
Term Pro Rata Share of outstanding Term Loans. In the event any such Term Lender
desires to waive such Lender's right to receive any such Waivable Prepayment in
whole or in part, such Lender shall so advise Administrative Agent no later than
the close of business two (2) Business Days after the date of such notice from
Administrative Agent, which notice shall also include the amount such Lender
desires to receive in respect of such prepayment. If any such Lender does not
reply to Administrative Agent within the two (2) Business Days after the date of
such notice from Administrative Agent, it will be deemed not to have waived any
part of such prepayment. If any such Lender does not specify an amount it wishes
to receive, it will be deemed to have accepted one hundred percent (100%) of the
total payment. In the event that any such Term Lender waives all or part of such
right to receive any such Waivable Prepayment, Administrative Agent shall apply
one hundred percent (100%) of the amount so waived, if any, by such Term Lender
to the Term A Loans to reduce the remaining Scheduled Term A Repayments on a pro
rata basis until the Term A Loans are paid in full and then to the pro rata
payment of outstanding Multicurrency Revolving Loans and Canadian Revolving
Loans and cash collateralization of LC Obligations in accordance with this
Section 4.5.

         4.6 Method and Place of Payment.

                  (a) Except as otherwise specifically provided herein, all
payments under this Agreement shall be made to Administrative Agent (other than
payments with respect to the Canadian Revolving Facility), for the ratable
account of the Lenders entitled thereto, not later than 12:00 Noon (local time
in the city in which the Payment Office for the payment is located) on the date
when due and shall be made in Dollars or the relevant Alternative Currency and
in each case to the account specified therefor for Administrative Agent or if no
account has been so specified at the Payment Office, it being understood that
with respect to payments in Dollars, written telex or telecopy notice by Company
to Administrative Agent to make a payment from the funds in Company's account at
the Payment Office shall constitute the making of such payment to the extent of
such funds held in such account. Administrative Agent will thereafter cause to
be distributed on the same day (if payment was actually received by
Administrative Agent prior to 12:00 Noon (local time in the city in which the
Payment Office for the payment is located on such day)) like funds relating to
the payment of principal or interest or fees ratably to the Lenders entitled to
receive any such payment in accordance with the terms of this Agreement. If and
to the extent that any such distribution shall not be so made by Administrative
Agent in full on the same day (if payment was actually received by
Administrative Agent prior to 12:00 Noon (local time in the city in which the
Payment Office for the payment is located on such day)), Administrative Agent
shall pay to each Lender its ratable amount thereof and each such Lender shall
be entitled to receive from Administrative Agent, upon demand, interest on such
amount at the overnight Federal Funds Rate (or the applicable cost of funds with
respect to amounts denominated in an Alternative Currency) for each day from the
date such amount is paid to Administrative Agent until the date Administrative
Agent pays such amount to such Lender.

                  (b) Except as otherwise specifically provided herein, all
payments under this Agreement with respect to the Canadian Revolving Facility
shall be made to Canadian Administrative Agent, for the ratable account of the
Lenders entitled thereto, not later than 12:00 Noon (local time in the city in
which the Payment Office for the payment is located) on the date when due and
shall be made in Canadian Dollars and in each case to the account specified
therefor for Canadian Administrative Agent or if no account has been so
specified at the Payment Office, it being understood that with respect to
payments in Canadian Dollars, written telex or telecopy notice by Company to
Canadian Administrative Agent to make a payment from the funds in Company's
account at the Payment Office shall constitute the making of such payment to the
extent of such funds held in such account. Canadian Administrative Agent will
thereafter cause to be distributed on the same day (if payment was actually
received by Canadian Administrative Agent prior to 12:00 Noon (local time in the
city in which the Payment Office for the payment is located on such day)) like
funds relating to the payment of principal or interest or fees ratably to the
Lenders entitled to receive any such payment in accordance with the terms of
this Agreement. If and to the extent that any such distribution shall not be so
made by Administrative Agent in full on the same day (if payment was actually
received by Administrative Agent prior to 12:00 Noon (local time in the city in
which the Payment Office for the payment is located on such day)), Canadian
Administrative Agent shall pay to each Lender its ratable amount thereof and
each such Lender shall be entitled to receive from Canadian Administrative
Agent, upon demand, interest on such amount at the applicable cost of funds with
respect to Canadian Dollars for each day from the date such amount is paid to
Canadian Administrative Agent until the date Canadian Administrative Agent pays
such amount to such Lender.

                  (c) Any payments under this Agreement which are made by any
Borrower later than 12:00 Noon (local time in the city in which the Payment
Office for the payment is located) shall, for the purpose of calculation of
interest, be deemed to have been made on the next succeeding Business Day.
Whenever any payment to be made hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect
immediately prior to such extension, except that with respect to Eurocurrency
Loans, if such next succeeding Business Day is not in the same month as the date
on which such payment would otherwise be due hereunder or under any Note, the
due date with respect thereto shall be the next preceding applicable Business
Day.

         4.7 Net Payments.

                  (a) All payments made by or on behalf of Borrowers to or on
behalf of any Lender or Agent hereunder or under any Loan Document will be made
without recoupment, setoff, counterclaim or other defense. Notwithstanding any
other provision in any Loan Document, except as provided in this Section 4.7,
all payments hereunder and under any of the Loan Documents (including, without
limitation, payments on account of principal and interest and fees) to or on
behalf of any Lender or Agent shall be made by or on behalf of Borrowers free
and clear of and without withholding for or on account of any present or future
tax, duty, levy, impost, assessment or other charge of whatever nature now or
hereafter imposed by any Governmental Authority, but excluding therefrom

                           (i) Excluded Taxes;

                           (ii) in the case of any Lender or Agent that is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) (each being referred to as a "Non-U.S. Participant"), any taxes imposed by
the United States by means of withholding at the source unless such withholding
(a) results from a change in applicable law, treaty or regulations or the
interpretation or administration thereof by any authority charged with the
administration thereof subsequent to the date of this Agreement or (b) is
imposed on payments with respect to a Lender's interest in the Loan Documents
acquired under Section 3.7, Section 12.6, or Article XIII;

                           (iii) any taxes to the extent such taxes would be
avoided if the Lender or Agent provided the forms required under Section 4.7(d),
unless (A) the Lender or Agent is not legally entitled to provide the forms (1)
as a result of a change in applicable law, treaty, or regulations or
interpretation or administration thereof by any authority charged with the
administration thereof subsequent to the date such Lender or Agent becomes a
Lender or Agent under a Loan Document or (2) after the Lender acquired an
interest in the Loan Documents under Section 3.7, Section 12.6, or Article XIII
or (B) the Lender or Agent is not providing the forms under Section 4.7(d)(iii)
because the Lender or Agent determines (in its good faith judgment) that it is
not legally entitled to provide the forms or that providing the forms would
prejudice or disadvantage the Lender or Agent in any significant respect;

                           (iv) in the case of any Participant or Assignee that
is not a United States person (as such term is defined in Section 7701(a)(30) of
the Code), any taxes imposed by the United States by means of withholding at the
source that are in effect on the date such Participant or Assignee becomes a
party to this Agreement or any Loan Document, except to the extent (i) the
person that assigned or transferred the interest to the Participant or Assignee
was entitled to reimbursement for such taxes under this Section 4.7 or (ii) the
Participant or Assignee becomes a party to a Loan Document under Section 3.7,
Section 12.6, or Article XIII; and

                           (v) any taxes imposed by Canada on any amount paid or
credited prior to any CAM Exchange under the Canadian Revolving Facility to any
Canadian Lender or any Eligible Assignee to whom any part of a Canadian Lender's
Credit Exposure was assigned (a) that is not resident in Canada for purposes of
the ITA, or (b) that is not otherwise deemed to be resident in Canada for
purposes of Part XIII of the ITA in respect of any amounts paid or credited to
such Lender or Eligible Assignee under the Canadian Revolving Facility.

                  (b) If any Borrower is required by law to make any deduction
or withholding of any taxes from any payment due hereunder or under any of the
Loan Documents (except for taxes excluded under Section 4.7(a)(i), (ii), (iii),
(iv), and (v)), then the amount payable will be increased to such amount which,
after deduction from such increased amount of all such Taxes required to be
withheld or deducted therefrom, will not be less than the amount due and payable
hereunder had no such deduction or withholding been required. If any Borrower
makes any payment hereunder or under any of the Loan Documents in respect of
which it is required by law to make any deduction or withholding of any taxes,
it shall pay the full amount to be deducted or withheld to the relevant taxation
or other authority within the time allowed for such payment under applicable law
and shall deliver to the Agent within 30 days after it has made such payment to
the applicable authority a receipt issued by such authority evidencing the
payment to such authority of all amounts so required to be deducted or withheld
from such payment.

                  (c) Without prejudice to the provisions of Section 4.7(a), if
any Lender, or Administrative Agent on its behalf, is required by law to make
any payment on account of Taxes on or in relation to any such received or
receivable Tax hereunder or under any of the Loan Documents by such Lender, or
Administrative Agent on its behalf, or any cost, loss or liability for Tax in
respect to any such payment is imposed, levied or assessed against any Lender or
Administrative Agent on its behalf, the applicable Borrower will promptly
indemnify such person against such Tax payment or cost, loss or liability,
together with any interest, penalties and expenses (including counsel fees and
expenses but excluding Excluded Taxes) payable or incurred in connection
therewith, including any Tax of any Lender arising by virtue of payments under
this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A
certificate (showing in reasonable detail the basis for such calculation) as to
the amount of such payment by such Lender, or Administrative Agent on its
behalf, absent manifest error, shall be final, conclusive and binding upon all
parties hereto for all purposes.

                  (d) (i) Each Lender or Agent that is a Non-U.S. Participant
(other than a Canadian Revolving Lender that has only a Canadian Revolving
Commitment) agrees to deliver to Company and Administrative Agent on or prior to
the Initial Borrowing Date, or in the case of a Lender or Agent that becomes a
party to a Loan Document on a later date, the date such Lender or Agent becomes
a party to a Loan Document, together with any other certificate or statement of
exemption required under the Code, (a) two (or more, as reasonably requested by
Company or Administrative Agent) accurate and properly completed original signed
copies of IRS Form W-8BEN or W-8ECI or W-8IMY (or successor forms), or (b), (x)
a certificate substantially in the form of Exhibit 4.7(d) (any such certificate,
a "Section 4.7(d) Certificate") and (y) two (or more, as reasonably requested by
Company or Administrative Agent) accurate and properly completed original signed
copies of IRS Form W-8BEN (or successor form). In addition, each such Non-U.S.
Participant agrees that from time to time after the Initial Borrowing Date, when
a lapse in time or change in circumstances renders the previous certification
obsolete or inaccurate in any material respect, it will timely deliver to
Company and Administrative Agent two (or more, as reasonably requested by
Company or Administrative Agent) new accurate and properly completed original
signed copies of IRS Form W-8BEN or W-8ECI or W-8IMY, or IRS Form W-8BEN and a
Section 4.7(d) Certificate, as the case may be, and such other forms as may be
required in order to confirm or establish the entitlement of such Lender or
Agent to a continued exemption from (or reduction in) United States withholding
Tax with respect to payments under any Loan Document. To the extent a Non-U.S.
Participant (other than a Canadian Revolving Lender that has only a Canadian
Revolving Commitment) is unable to deliver the forms required under Section
4.7(d)(i), or the forms previously delivered are inaccurate in any material
respects, it shall immediately notify Company and Administrative Agent.

                           (ii) Each Lender and Agent that is a U.S. Person (as
such term is defined in Section 7701(a)(30) of the Code) and that is not a
corporation for U.S. federal income tax purposes, agrees to deliver to Company
and Administrative Agent on or prior to the Initial Borrowing Date, or in the
case of a Lender or Agent that becomes a party to a Loan Document on a later
date, the date the Lender or Agent becomes a party to such Loan Document, two
accurate and properly completed original signed copies of IRS Form W-9 (or
successor form) certifying to such Lender's or Agent's entitlement to receive
payments under such Loan Document without deduction for United States backup
withholding tax.

                           (iii) Each Lender and Agent shall, if requested by
Company or Administrative Agent, within a reasonable period of time after such
request, provide to Company, Administrative Agent or the applicable Governmental
Authority any other tax forms or other documents or complete other formalities
necessary or appropriate to avoid (or reduce) withholding for or on account of
any Taxes imposed on payments under the Loan Documents pursuant to the laws of
the jurisdiction of organization of Company, Canadian Borrower, European Holdco
or any Subsidiary Borrower, as applicable, provided, however, that no Lender or
Agent shall be required to provide forms or documents or complete other
formalities under this Section 4.7(d)(iii) to the extent the Lender or Agent
determines (in its good faith discretion) that it is not legally entitled to do
so or that providing such forms or documents or completing the other formalities
would prejudice or disadvantage the Lender or Agent in any significant respect.
To the extent that a Lender or Agent is unable to deliver the forms or documents
or complete the other formalities required under this Section 4.7(d)(iii) or the
previous forms delivered are inaccurate in any material respects, the Lender or
Agent shall promptly notify Company and Administrative Agent.

                  (e) Each Lender agrees that, as promptly as practicable after
it becomes aware of the occurrence of any event or the existence of any
condition that would cause any Borrower to make a payment in respect of any
Taxes to such Lender pursuant to Section 4.7(a) or a payment in indemnification
for any Taxes pursuant to Section 4.7(c), it will use reasonable efforts to
make, fund or maintain the Loan or other Facility (or portion of either) or
participation in Letters of Credit (or portions thereof) of such Lender with
respect to which the aforementioned payment is or would be made through another
lending office of such Lender if as a result thereof the additional amounts
which would otherwise be required to be paid by any Borrower in respect of such
Loans or other Facility (or portions of either) or participation in Letters of
Credit (or portions thereof) pursuant to Section 4.7(a) or Section 4.7(c) would
be materially reduced, and if, in the reasonable judgment of such Lender, the
making, funding or maintaining of such Loans or other Facility (or portions of
either) or participation in Letters of Credit (or portions thereof) through such
other lending office would not be otherwise significantly disadvantageous to
such Lender. Each Borrower agrees to pay all reasonable expenses incurred by any
Lender in utilizing another lending office of such Lender pursuant to this
Section 4.7(e).

                  (f) If any Borrower shall pay any Taxes pursuant to this
Section 4.7 and any Lender or any Agent at any time thereafter receives a refund
of such Taxes or, in its sole judgment, a direct credit with respect to the
payment of such Taxes, then such Lender or any Agent shall promptly pay to such
Borrower the amount of such refund or credit net of all out-of-pocket expenses
reasonably incurred by the Lender or any Agent to obtain such refund or credit
and without interest except for any interest paid by the relevant Government
Authority with respect to the refund); provided, however, that such Borrower
agrees to repay the amount paid over to such Borrower under this Section 4.7(f)
(plus any penalties, interest, and other related charges) to the Lender or any
Agent in the event the Lender or any Agent is required to repay the refund to
the Government Authority.

                                   ARTICLE V

                              CONDITIONS OF CREDIT

         5.1 Conditions Precedent to the Initial Borrowing. The obligation of
the Lenders to make the Initial Loans and the obligation of the respective
Facing Agent to issue and the Lenders to participate in Letters of Credit under
this Agreement shall be subject to the fulfillment, at or prior to the Initial
Borrowing Date, of each of the following conditions:

                  (a) Credit Agreement and Notes. Borrowers shall have duly
executed and delivered to Administrative Agent, with a signed counterpart for
each Lender, this Agreement (including all schedules, exhibits, certificates,
opinions and financial statements required to be delivered pursuant to the terms
and conditions set forth herein), and, if requested, the Notes payable to the
order of each applicable Lender in the amount of their respective Commitments
all of which shall be in full force and effect;

                  (b) United States and Canadian Guaranties and Pledge
Agreements.

                           (i) United States Loan Guaranty. Each Domestic
Subsidiary of Company that is also a Material Subsidiary shall have duly
authorized, executed and delivered the United States Loan Guaranty in the form
of Exhibit 5.1(b)(i) (as modified, supplemented or amended from time to time,
the "United States Loan Guaranty"),

                           (ii) United States Pledge Agreement. Company and each
Domestic Subsidiary of Company that is also a Material Subsidiary shall have
duly authorized, executed and delivered the United States Pledge Agreement
substantially in the form of Exhibit 5.1(b)(ii) (as modified, supplemented or
amended from time to time, the "United States Pledge Agreement"),

                          (iii) Canadian Loan Guaranty. Canadian Holdings and
each Subsidiary of Canadian Borrower that is also a Material Subsidiary shall
have duly authorized, executed and delivered a Canadian Loan Guaranty in the
form of Exhibit 5.1(b)(iii) (as modified, supplemented or amended from time to
time, the "Canadian Loan Guaranty"),

                           (iv) Canadian Pledge Agreement. Canadian Holdings
shall have duly authorized, executed and delivered a Canadian Pledge Agreement
substantially in the form of Exhibit 5.1(b)(iv) hereto with respect to the
shares of Canadian Borrower or with respect to the shares of any other company
such other form as is reasonably acceptable to Administrative Agent (as amended,
restated, supplemented or otherwise modified from time to time, the "Canadian
Pledge Agreement"),

                           (v) Perfection of Pledge Agreement Collateral. Each
Credit Party party to a United States Pledge Agreement or a Canadian Pledge
Agreement shall have delivered to Administrative Agent:

                                    (A) all the Pledged Securities referred to
in such Pledge Agreements then owned, if any, by such Credit Party, together
with executed and undated stock powers, in the case of capital stock
constituting Pledged Securities and the Pledge Agreements and such other
documents shall be in full force and effect,

                                    (B) proper financing statements (Form UCC-1
or such other financing statements or similar notices as shall be required by
local law, if any) for filing under the UCC or other appropriate filing offices
of each foreign and domestic jurisdiction as may be necessary or, in the opinion
of Administrative Agent and the Required Lenders, desirable to perfect the
security interests purported to be created by the Pledge Agreements,

                                    (C) copies of Requests for Information or
Copies (Form UCC-11 or equivalent reports), listing all effective financing
statements or similar notices that name Company or its Subsidiaries (by its
actual name or any trade name, fictitious name or similar name), or any division
or other operating unit thereof, as debtor and that are filed in the
jurisdiction referred to in said clause (B) above, together with copies of such
other financing statements (none of which shall cover the Collateral except to
the extent evidencing Permitted Liens or for which Administrative Agent shall
have received termination statements (Form UCC-3 or such other termination
statements as shall be required by local law) for filing),

                                    (D) evidence of the completion of all other
recordings and filings of, or with respect to, the Pledge Agreements with any
foreign or domestic Governmental Authorities and all other actions as may be
necessary or, in the opinion of Administrative Agent and the Required Lenders,
desirable to perfect the security interests intended to be created by the Pledge
Agreements, and

                                    (E) evidence that all other actions
necessary, or in the reasonable opinion of Administrative Agent and the Required
Lenders, desirable to perfect the security interests purported to be taken by
the Pledge Agreements have been taken;

                  (c) European Guaranties and Security Documents. The Credit
Parties listed on Schedule 5.1(c) shall have duly executed and delivered the
European Loan Guaranties and Security Documents set forth on such Schedule.

                  (d) Opinions of Counsel. Administrative Agent shall have
received from (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to
the Credit Parties, an opinion addressed to Administrative Agent and each of the
Lenders and dated the Initial Borrowing Date, which shall be in form and
substance satisfactory to Administrative Agent or the Required Lenders and which
shall cover the matters set forth in Exhibit 5.1(d)(i) and such other matters
incident to the transactions contemplated herein as Administrative Agent or the
Required Lenders may reasonably request, (ii) opinions of local counsel to
Administrative Agent and/or the Credit Parties (as is customary in the
respective jurisdictions) from Luxembourg, Germany, Canada, the United Kingdom,
France and such other jurisdictions as reasonably requested by Administrative
Agent dated the Initial Borrowing Date which shall cover the matters set forth
in Exhibit 5.1(d)(ii), with such exceptions as are reasonably satisfactory to
Administrative Agent, and such other matters incident to the transactions
contemplated herein as Administrative Agent or the Required Lenders may
reasonably request, each of which shall be in form and substance reasonably
satisfactory to Administrative Agent and the Required Lenders, and (iii)
confirmation from each counsel delivering a legal opinion in connection with the
Schmalbach Acquisition (including, without limitation, Skadden, Arps, Slate,
Meagher & Flom (Illinois)) that Administrative Agent, Canadian Administrative
Agent and the Lenders, as applicable, are entitled to rely upon their respective
opinions delivered pursuant to the Schmalbach Acquisition;

                  (e) Officer's Certificate. Administrative Agent shall have
received, with a signed counterpart for each Lender, a certificate executed by a
Responsible Officer on behalf of Borrowers, dated the date of this Agreement and
in the form of Exhibit 5.1(e) hereto, stating that the representations and
warranties set forth in Article VI hereof are true and correct as of the date of
the certificate, that no Event of Default or Unmatured Event of Default has
occurred and is continuing, that the conditions of Section 5.1 hereof have been
fully satisfied (except that no opinion need be expressed as to Administrative
Agent's or Required Lenders' satisfaction with any document, instrument or other
matter);

                  (f) Secretary's Certificate. On the Initial Borrowing Date,
Administrative Agent shall have received from each Credit Party a certificate,
dated the Initial Borrowing Date, signed by the secretary or any assistant
secretary (or, if no secretary or assistant secretary exists, a Responsible
Officer), of such Credit Party, in the form of Exhibit 5.1(f) with appropriate
insertions, as to the incumbency and signature of the officers of each such
Credit Party executing any Document (in form and substance satisfactory to
Administrative Agent) and any certificate or other document or instrument to be
delivered pursuant hereto or thereto by or on behalf of such Credit Party,
together with evidence of the incumbency of such secretary or assistant
secretary (or, if no secretary or assistant secretary exists, such Responsible
Officer), and certifying as true and correct, attached copies of the Certificate
of Incorporation, Certificate of Amalgamation or other equivalent document
(certified as of recent date by the Secretary of State or other comparable
authority where customary in such jurisdiction) and By-Laws (or other
Organizational Documents) of such Credit Party and the resolutions of such
Credit Party and, to the extent required, of the equity holders of such Credit
Party, referred to in such certificate and all of the foregoing (including each
such Certificate of Incorporation, Certificate of Amalgamation or other
equivalent document and By-Laws (or other Organizational Documents)) shall be
satisfactory to Administrative Agent;

                  (g) Good Standing. Where customary in such jurisdiction, a
good standing certificate or certificate of status or comparable certificate of
each Credit Party from the Secretary of State (or other governmental authority)
of its state or province of organization or such equivalent document issued by
any foreign Governmental Authority if applicable in such foreign jurisdiction;

                  (h) Adverse Change. On the Initial Borrowing Date, both before
and after giving effect to the Transaction, there shall be no facts, events or
circumstances then existing and nothing shall have occurred which shall have
come to the attention of any of the Lenders which materially adversely affects
the business, assets, financial condition, operations or prospects of Company
and its Subsidiaries taken as a whole or Schmalbach and its Subsidiaries taken
as a whole since December 31, 2001;

                  (i) Approvals. All necessary governmental (domestic and
foreign) and material third party approvals and/or consents in connection with
the Transaction and the transactions contemplated by the Documents shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents or imposes materially adverse conditions upon the
consummation of all or any part of the Transaction or the other transactions
contemplated by the Documents. Additionally, there shall not exist any judgment,
order, injunction or other restraint issued or filed or a hearing seeking
injunctive relief or other restraint pending or notified prohibiting or imposing
material adverse conditions upon all or any part of the Transaction, the
transactions contemplated by the Documents or the making of the Loans or the
issuance of Letters of Credit;

                  (j) Litigation. No action, suit or proceeding (including,
without limitation, any inquiry or investigation) by any entity (private or
governmental) shall be pending or, to the best knowledge of Borrowers,
threatened against Company and any of its Subsidiaries or with respect to this
Agreement, any other Document or any documentation executed in connection
herewith or the transactions contemplated hereby (including, without limitation,
the Transaction), or the obligations being refinanced in connection with the
consummation of the Transaction or which Administrative Agent or the Required
Lenders shall determine would reasonably be expected to have a Material Adverse
Effect, and no injunction or other restraining order shall remain effective or a
hearing therefor remain pending or noticed with respect to this Agreement, any
other Document or any documentation executed in connection herewith or the
transactions contemplated hereby (including, without limitation, the
Transaction), the effect of which would reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect;

                  (k) Fees. Borrowers shall have paid jointly and severally to
Administrative Agent and the Lenders all costs, fees and expenses (including,
without limitation, legal fees and expenses of Winston & Strawn and the
reasonable costs, fees and expenses referred to in Section 12.4) payable to
Administrative Agent and the Lenders to the extent then due. Fees and expenses
incurred by the Credit Parties and their Subsidiaries with respect to the
Transaction shall not exceed $50,000,000 and on the Initial Borrowing Date,
after giving effect to the Transaction, Company shall not have incurred more
than $170,000,000 under the Multicurrency Revolving Facility;

                  (l) Evidence of Insurance. On the Initial Borrowing Date,
Administrative Agent shall have received evidence of insurance complying with
the requirements of Section 7.8 for the business and properties of Company and
its Subsidiaries.

                  (m) Pro Forma Balance Sheet. Administrative Agent shall have
received the Pro Forma Balance Sheet prepared in accordance with of the
Securities Act in form and substance satisfactory to Administrative Agent and
the Required Lenders.

                  (n) Termination of Existing Credit Agreements. On the Initial
Borrowing Date with proceeds from the Initial Borrowing hereunder, the total
commitments under each of the Existing Credit Agreements shall have been
terminated, all loans thereunder shall have been repaid in full, together with
interest thereon, all letters of credit, if any, issued thereunder shall have
been terminated and all other amounts owing pursuant to the such agreements
shall have been repaid in full and the such agreements shall have been
terminated on terms and conditions satisfactory to Administrative Agent and the
Required Lenders and be of no further force or effect and the creditors
thereunder shall have terminated and released all security interests and Liens
on the assets owned by Company and its Subsidiaries in a manner satisfactory to
Administrative Agent.

                  (o) Existing Indebtedness. On the Initial Borrowing Date and
after giving effect to the Transaction and the other transactions contemplated
hereby, neither Company nor any of its Subsidiaries shall have any material
indebtedness for money borrowed outstanding except for the Loans and the
Indebtedness to Remain Outstanding. The Indebtedness to Remain Outstanding shall
not be incurred in connection with, or in contemplation of, the Transaction;

                  (p) Tax and Accounting Aspects of Transactions/Capital
Structure. The Required Lenders shall be reasonably satisfied with all
financial, legal, tax and accounting matters (including any tax legislation
pending before the United States Congress or any committee thereof) relating to
the Transactions. On the Initial Borrowing Date, the ownership, financial
structure and capital structure (including without limitation, the terms of any
capital stock, options, warrants or other securities issued by Company or any of
its Subsidiaries) and management of Company and its Subsidiaries (after giving
effect to the Transaction) shall be in form and substance reasonably
satisfactory to the Required Lenders;

                  (q) Acquisition Agreement. The Acquisition Agreement shall
have been duly authorized, executed and delivered by the parties thereto, and
shall be in full force and effect;

                  (r) Consummation of Transactions, Etc. The structure and all
material terms of, and the documentation for, each component of the Transaction
shall be reasonably satisfactory to each of the Lenders, including, without
limitation, the agreements and documentation pertaining to the 2012 Senior Note
Financing. The transactions contemplated by the Transaction Documents shall have
been consummated in all material respects without any material waiver or
amendment, except as disclosed on Schedule 5.1(r) hereto and as consented to by
the Required Lenders (such consent not to be unreasonably withheld), of any
conditions precedent thereto required to be performed on or prior to the
consummation of the transactions contemplated thereby which are for the benefit
of each Borrower and the waiver of which, in the reasonable judgment of the
Required Lenders, would reasonably be expected to have a Material Adverse
Effect, and the Lenders shall have received such evidence of the consummation of
such transactions as the Lenders may reasonably request; all representations and
warranties of the Credit Parties and the other parties thereto contained in the
Transaction Documents shall be true and correct in all material respects; and
all material notifications, consents and approvals required pursuant to the
Transaction Documents shall have been given or obtained, as the case may be;

                  (s) Audited Financials. Administrative Agent and each Lender
shall have received (i) audited consolidated balance sheets at December 31, 2000
and 2001, statements of income and cash flows at December 31, 1999, 2000 and
2001 and interim financial statements at June 30, 2002 of Schmalbach (including
the beverage can business but excluding the PET plastic container business and
the WhiteCap closure business), (ii) the most recent unaudited quarterly
consolidated financial statements for Schmalbach, (iii) monthly financial
statements for Schmalbach for each month since the most recent quarterly
statements, to the extent received by Company, and (iv) financial projections
and pro forma financial statements for Company and its Subsidiaries and all such
statements, projections and pro forma financial statements, (including, with
respect to the projections, the reasonableness of any assumptions made therein),
shall be reasonably satisfactory to the Required Lenders;

                  (t) Solvency Certificate. On the Initial Borrowing Date,
Administrative Agent and the Lenders shall have received a solvency certificate,
in form and substance reasonably satisfactory to Administrative Agent, from the
Chief Financial Officer of Company with respect to the solvency of Company,
after giving effect to the Transaction;

                  (u) Environmental Review. Administrative Agent and each Lender
shall have received the Environmental Study. The Required Lenders shall be
satisfied as to the existing and potential liability of Company and its
Subsidiaries and Schmalbach and its Subsidiaries with respect to any
environmental matters, including any matters related to the assets acquired
pursuant to the Schmalbach Acquisition, and including compliance with laws and
regulations relating to environmental protection and receipt of Environmental
Studies with respect to such properties as such Lenders may reasonably request;

                  (v) Pension Liabilities. Administrative Agent shall have
completed a review of the pension liabilities of Schmalbach and its
subsidiaries, and the results of such review shall be reasonably satisfactory to
Administrative Agent;

                  (w) 2012 Senior Note Financing. If the 2012 Senior Note
Financing is consummated, Company shall have received gross cash proceeds of at
least $200,000,000 from such 2012 Senior Notes;

                  (x) Other Matters. All corporate and other proceedings taken
in connection with the Transactions at or prior to the date of this Agreement,
and all documents incident thereto will be reasonably satisfactory in form and
substance to Administrative Agent;

                  (y) Post-Closing Agreement. Company shall have duly
authorized, executed and delivered the Post-Closing Agreement substantially in
the form of Exhibit 5.1(y).

         5.2 Conditions Precedent to All Credit Events. The obligation of each
Lender to make Loans (including Loans made on the Initial Borrowing Date) and
the obligation of any Facing Agent to issue or any Lender to participate in any
Letter of Credit hereunder in each case shall be subject to the fulfillment at
or prior to the time of each such Credit Event of each of the following
conditions:

                  (a) Representations and Warranties. The representations and
warranties contained in this Agreement and the other Loan Documents shall each
be true and correct in all material respects at and as of such time, as though
made on and as of such time except to the extent such representations and
warranties are expressly made as of a specified date in which event such
representation and warranties shall be true and correct in all material respects
as of such specified date.

                  (b) No Default. No Event of Default or Unmatured Event of
Default shall have occurred and shall then be continuing on such date or will
occur after giving effect to such Credit Event.

                  (c) Notice of Borrowing; Letter of Credit Request.

                           (i) Prior to the making of each Loan, Administrative
Agent shall have received a Notice of Borrowing meeting the requirements of
Section 2.5 or Canadian Administrative Agent shall have received a Notice of
Canadian Borrowing meeting the requirements of Section 2A.5, as applicable.

                           (ii) Prior to the issuance of each Letter of Credit,
Administrative Agent and the respective Facing Agent shall have received a
Letter of Credit Request meeting the requirements of Section 2.10(c).

                  (d) Other Information. Administrative Agent shall have
received such other information and reports as it may reasonably request in
connection with such Credit Event.

                  The acceptance of the benefits of each such Credit Event by
Borrowers shall be deemed to constitute a representation and warranty by it to
the effect of paragraphs (a) and (b) of this Section 5.2 (except that no opinion
need be expressed as to Administrative Agent's or Required Lenders' satisfaction
with any document, instrument or other matter).

                  Each Lender hereby agrees that by its execution and delivery
of its signature page hereto and by the funding of its Loan to be made on the
Initial Borrowing Date, such Lender approves of and consents to each of the
matters set forth in Section 5.1 and Section 5.2 which must be approved by, or
which must be satisfactory to, Administrative Agent or the Required Lenders or
Lenders, as the case may be, provided that, in the case of any agreement or
document which must be approved by, or which must be satisfactory to, the
Required Lenders, Administrative Agent or Company shall have delivered or caused
to be delivered a copy of such agreement or document to such Lender on or prior
to the Initial Borrowing Date if requested.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Agreement
and to make the Loans, and issue (or participate in) the Letters of Credit as
provided herein, each Borrower with respect to itself and its Subsidiaries makes
the following representations and warranties as of the Initial Borrowing Date
(both before and after giving effect to the consummation of the Transaction) and
as of the date of each subsequent Credit Event (except to the extent such
representations and warranties are expressly made as of a specified date, in
which case such representations and warranties shall be true as of such
specified date), all of which shall survive the execution and delivery of this
Agreement and the Notes and the making of the Loans and issuance of the Letters
of Credit:

         6.1 Corporate Status. Each Credit Party (i) is a duly organized and
validly existing organization in good standing under the laws of the
jurisdiction of its organization (to the extent that such concept exists in such
jurisdiction), (ii) has the corporate or other organizational power and
authority to own its property and assets and to transact the business in which
it is engaged and (iii) is duly qualified and is authorized to do business and
is in good standing (to the extent such concept exists in the relevant
jurisdiction) in (y) Indiana in the case of Company, or its jurisdiction of
organization in the case of a Subsidiary of Company and (z) in each other
jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification, except in the case of
clause (z) for such failure to be so qualified, authorized or in good standing
which, in the aggregate, would not reasonably be expected to have a Material
Adverse Effect.

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

         6.3 No Violation. The execution and delivery by any Credit Party of the
Documents to which it is a party (including, without limitation, the granting of
Liens pursuant to the Security Documents) and the performance of such Credit
Party's obligations thereunder do not (i) contravene any provision of any
Requirement of Law applicable to any Credit Party, (ii) conflict with or result
in any breach of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien (except pursuant
to the Security Documents) upon any of the property or assets of any Credit
Party pursuant to the terms of any Contractual Obligation to which any Credit
Party is a party or by which it or any of its property or assets is bound except
for such contraventions, conflicts, breaches or defaults that would not be
reasonably likely to have a Material Adverse Effect, (iii) violate any provision
of any Organizational Document of any Credit Party or (iv) require any approval
of stockholders or any material approval or consent of any Person (other than a
Governmental Authority) except filings, consents, or notices which have been
made, obtained or given and except as set forth on Schedule 6.3.

         6.4 Governmental and Other Approvals. Except as set forth on Schedule
6.4 and except for filings necessary to create or perfect security interests in
the Collateral, no material order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except as have been
obtained or made on or prior to the Initial Borrowing Date), or exemption by,
any Governmental Authority, is required to authorize, or is required in
connection with, (i) the execution and delivery of any Document or the
performance of the obligations thereunder or (ii) the legality, validity,
binding effect or enforceability of any such Document.

         6.5 Financial Statements; Financial Condition; Undisclosed Liabilities
Projections; Etc.

                  (a) Financial Statements.

                           (i) The balance sheet of Company at December 31, 2000
and 2001, June 30, 2002 and September 30, 2002 and the related statements of
income, cash flows and shareholders' equity of Company for the Fiscal Year or
other period ended on such dates, as the case may be, and the financial
statements of Schmalbach delivered pursuant to Section 5.1(s) fairly present in
all material respects the financial condition and results of operation and cash
flows of Company and its consolidated subsidiaries or Schmalbach, respectively,
as of such dates and for such periods. Copies of such statements have been
furnished to the Lenders prior to the date hereof and, in the case of the
December 31, 2000 and 2001 statements, have been examined by
PricewaterhouseCoopers LLP, independent certified public accountants, who
delivered an unqualified opinion in respect thereto, and

                           (ii) the pro forma (after giving effect to the
Transaction, the related financing thereof and the other transactions
contemplated hereby and thereby) balance sheet of Company attached hereto as
Schedule 6.5(a) (the "Pro Forma Balance Sheet") presents fairly in all material
respects the financial condition of Company at the date of such balance sheet
and presents a good faith estimate of the pro forma financial condition of
Company (after giving effect to the Transaction, the related financing thereof
and the other transactions contemplated hereby and thereby) at the date thereof.
The Pro Forma Balance Sheet has been prepared in accordance with GAAP
consistently applied (except as may be indicated in the notes thereto) subject
to normal year-end adjustments.

                  (b) Solvency. On and as of the Initial Borrowing Date, after
giving effect to the Transaction and to all Indebtedness (including the Loans)
being incurred (and the use of proceeds thereof) and Liens created by Borrowers
in connection with the transactions contemplated hereby,

                           (i) the sum of the assets, at a fair valuation, of
each Credit Party will exceed its debts;

                           (ii) no Credit Party has incurred, intends to, or
believes that it will, incur debts beyond its ability to pay such debts as such
debts mature; and

                           (iii) each Credit Party will have sufficient capital
with which to conduct its business. For purposes of this Section 6.5(b) "debt"
means any liability on a claim, and "claim" means (y) any right to payment,
whether or not such a right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured (including all obligations, if any, under any Plan or the
equivalent for unfunded past service liability, and any other unfunded medical
and death benefits) or (z) any right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right to
an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured. In computing the amount
of contingent or unliquidated liabilities at any time, such liabilities will be
computed at the amount which, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonable be expected to
become an actual or matured liability.

                  (c) No Undisclosed Liabilities. Except as fully reflected in
the financial statements and the notes related thereto delivered pursuant to
Section 6.5(a) and on Schedule 6.5(d) there were as of the Initial Borrowing
Date (and after giving effect to the Transaction and the other transactions
contemplated hereby) no liabilities or obligations with respect to Company and
its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent
or otherwise and whether or not due) which, either individually or in aggregate,
would be material to Company and its Subsidiaries, taken as a whole. As of the
Initial Borrowing Date (and after giving effect to the Transaction and the other
transactions contemplated hereby), Borrowers do not know of any basis for the
assertion against Company or any Subsidiary of any liability or obligation of
any nature whatsoever that is not reflected in the financial statements or the
notes related thereto delivered pursuant to Section 6.5(a) and on Schedule
6.5(d) which, either individually or in the aggregate, would reasonably be
expected to be material to Company and its Subsidiaries, taken as a whole.

                  (d) Indebtedness. Schedule 6.5(d) sets forth a true and
complete list of all material Indebtedness (other than Indebtedness permitted
pursuant to Sections 8.2(a) through (i) and (k) through (r)) of Company and its
Subsidiaries as of the Initial Borrowing Date and which is to remain outstanding
on the date hereof after giving effect to the Transaction (the "Indebtedness to
Remain Outstanding"), in each case showing the outstanding aggregate principal
amount thereof (and the aggregate amount of any undrawn commitments with respect
thereto) and the name of the respective obligor and any other entity which
directly or indirectly guaranteed such debt. No Indebtedness to Remain
Outstanding has been incurred in connection with, or in contemplation of, the
Transaction or the other transactions contemplated hereby. Borrowers have
delivered or caused to be delivered to Administrative Agent a true and complete
copy of the form of each material agreement or instrument evidencing
Indebtedness for money borrowed listed on Schedule 6.5(d) and of each material
agreement or instrument pursuant to which such Indebtedness for money borrowed
was issued.

                  (e) Projections. On and as of the Initial Borrowing Date, the
financial projections, attached hereto as Schedule 6.5(e) and previously
delivered to Administrative Agent and the Lenders (the "Projections") and each
of the budgets delivered after the Effective Date pursuant to Section 7.2(d)
are, at the time made, prepared on a basis consistent with the financial
statements referred to in Sections 7.1(a) and (b) and are at the time made based
on good faith estimates and assumptions made by the management of Company, and
there are no statements or conclusions in the Projections or any such budgets
which, at the time made, are based upon or include information known to Company
to be materially misleading or which fail to take into account material
information regarding the matters reported therein. On the Initial Borrowing
Date, Company believes that the Projections are reasonable and attainable, it
being understood that uncertainty is inherent in any forecasts or projections,
such Projections are not to be viewed as facts, and that no assurance can be
given that the results set forth in the Projections will actually be obtained
and the differences may be material.

                  (f) No Material Adverse Change. Since December 31, 2001, there
has been no fact, event, circumstance or occurrence which has caused or resulted
in a Material Adverse Effect.

         6.6 Litigation. There are no actions, suits or proceedings pending or,
to the best knowledge of Company and its Subsidiaries, threatened (i) against
Company or any Credit Party challenging the validity or enforceability of any
material provision of any Loan Document, or (ii) that would reasonably be
expected to have a Material Adverse Effect.

         6.7 True and Complete Disclosure. All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of Company or
any of its Subsidiaries in writing to any Lender (including, without limitation,
all information contained in the Documents) (other than the Projections as to
which Section 6.5(e) applies) for purposes of or in connection with this
Agreement or any transaction contemplated herein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of Company or
any of its Subsidiaries in writing to any Lender for purposes of or in
connection with this Agreement or any transaction contemplated herein, when
taken as a whole, do not contain as of the date furnished any untrue statement
of material fact or omit to state a material fact necessary in order to make the
statements contained herein or therein, in light of the circumstances under
which they were made, not misleading. The Borrowers have disclosed to the
Lenders (a) all agreements, instruments and corporate or other restrictions to
which Company or any of its Subsidiaries is subject, and (b) all other matters
known to any of them, that individually or in the aggregate with respect to (a)
and (b) above, would reasonably be expected to result in Material Adverse
Effect.

         6.8 Use of Proceeds; Margin Regulations.

                  (a) Term Loan Proceeds. All proceeds of the Term Loans
incurred on the Initial Borrowing Date shall be used by Company and European
Holdco (x) to finance, in part, the Schmalbach Acquisition, the Schmalbach
Refinancing and the Company Refinancing, (y) to pay fees and expenses in
connection with the Transaction (which fees and expenses shall not exceed, in
the aggregate, $50,000,000) and (z) for general corporate purposes of Company
and European Holdco; provided that, the proceeds under the Term A Loans shall
not be used to finance any direct or indirect acquisition of any Schmalbach
Subsidiaries organized under the laws of France and/or to finance any direct or
indirect contribution in exchange for shares of Company Subsidiaries organized
under the laws of France.

                  (b) Multicurrency Revolving Loan and Canadian Revolving Loan
Proceeds. All proceeds of the Multicurrency Revolving Loans and Canadian
Revolving Loans incurred hereunder shall be used by Borrowers and Canadian
Borrower, as applicable, for ongoing working capital needs and general corporate
purposes (other than as Permitted Refinancing Indebtedness of the 2008
Subordinated Notes), including Permitted Acquisitions by Company and its
Subsidiaries.

                  (c) Margin Regulations. No part of the proceeds of any Loan
will be used to purchase or carry any margin stock (as defined in Regulation U
of the Board), directly or indirectly, or to extend credit for the purpose of
purchasing or carrying any such margin stock for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase or carry any
margin security or for any other purpose which might cause any of the Loans or
other extensions of credit under this Agreement to be considered a "purpose
credit" within the meaning of Regulation T, U or X of the Board.

         6.9 Taxes.

                  (a) Tax Returns and Payments. Each of Company and each of its
Subsidiaries has timely filed or caused to be filed with the appropriate taxing
authority, all material returns, statements, forms and reports for taxes (the
"Returns") required to be filed by or with respect to the income, properties or
operations of Company and/or any of its Subsidiaries. The Returns accurately
reflect all material liability for taxes of Company and its Subsidiaries for the
periods covered thereby. Each of Company and each of its Subsidiaries has paid
all material taxes owed by it other than those contested in good faith and for
which adequate reserves have been established in conformity with GAAP or their
equivalent in the relevant jurisdiction of the taxing authority. As of the
Initial Borrowing Date, except as disclosed to the Lenders in writing, there is
no material action, suit, proceeding, investigation, audit, or claim pending or,
to the knowledge of Borrowers, threatened by any authority regarding any taxes
relating to Company or any of its Subsidiaries. As of the Initial Borrowing
Date, neither Company nor any of its Subsidiaries has incurred, or will incur,
any material tax liability in connection with the Transaction. As of the Initial
Borrowing Date, neither Company nor any of its Subsidiaries has participated in
a transaction (i) the "significant purpose of which is the avoidance or evasion
of federal income tax" within the meaning of Code section 6111(d)(i)(A) and the
Treasury Regulations promulgated thereunder or (ii) is a "reportable
transaction" within the meaning of Temporary Treasury Regulation 1.6011-4T.

                  (b) Tax Examinations. There are no tax examinations in
progress with respect to any material taxes or tax returns of Company or its
Subsidiaries for which deficiencies have been asserted against Company and its
Subsidiaries that have not been fully paid or finally settled or are not being
contested in good faith with adequate reserves having been established in
conformity with GAAP or their equivalent in the relevant jurisdiction of the
taxing authority for the taxes being contested. No issue has been raised in
writing in any examination which, by application or similar principles,
reasonably can be expected to result in an assertion of a material deficiency
for any open taxable year which is not under examination that has not been
accrued on Company's and its Subsidiaries' audited financial statements for its
most recently ended Fiscal Year in accordance with GAAP or their equivalent in
the relevant jurisdiction of the taxing authority. Except as disclosed to the
Lenders in writing, neither Company nor any of its Subsidiaries has knowledge of
any material income tax liability with respect to open taxable years in excess
of amounts accrued for current taxes on such Person's financial statements for
its most recently ended Fiscal Year.

         6.10 Compliance With ERISA. Except as, in the aggregate, would not
reasonably be expected to have a Material Adverse Effect, each Plan has been
operated and administered in a manner so as not to result in any liability of
any Borrower for failure to comply with the applicable provisions of applicable
law, including ERISA and the Code; no Termination Event has occurred with
respect to a Plan; to the best knowledge of each Borrower, no Multiemployer Plan
is insolvent or in reorganization; no Plan has an accumulated or waived funding
deficiency or has applied for an extension of any amortization period within the
meaning of Section 412 of the Code; Borrowers and their Subsidiaries or any
ERISA Affiliates have not incurred any liability to or on account of a Plan
pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of
ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted
to terminate any Plan within the last fiscal year; using actuarial assumptions
and computation methods consistent with subpart 1 of subtitle E of Title IV of
ERISA, to the best knowledge of Borrowers, Borrowers and their Subsidiaries and
ERISA Affiliates would not have any liability to any Plans which are
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Multiemployer Plan ending
prior to the date of any Credit Event; no Lien imposed under the Code or ERISA
on the assets of Borrowers or any of their Subsidiaries or any ERISA Affiliate
exists or is likely to arise on account of any Plan; Borrowers and their
Subsidiaries and ERISA Affiliates have made all contributions to each Plan
within the time required by law or by the terms of such Plan; and Borrowers and
their Subsidiaries and ERISA Affiliates do not maintain or contribute to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) which
provides benefits to retired employees (other than as required by Section 601 et
seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2)
of ERISA) the obligations with respect to either of which would reasonably be
expected to have a Material Adverse Effect.

         6.11 Security Documents.

                  (a) When executed and delivered, the Pledge Agreements will be
effective to create in favor of Collateral Agent, for the benefit of the Secured
Creditors, legal and valid security interest in the Collateral described therein
and proceeds thereof. In the case of the Pledged Securities to the extent
represented by certificated securities (the "Certificated Pledged Stock")
described in the Pledge Agreements, when stock certificates representing such
Certificated Pledged Stock are delivered to Collateral Agent, and in the case of
the other Collateral described in the Pledge Agreements, when financing
statements and other filings specified on Schedule 6.11 in appropriate form are
filed in the offices specified on Schedule 6.11 and the Borrowers receive
proceeds of the Loans on the Initial Borrowing Date, the Pledge Agreements shall
constitute a fully perfected Lien (to the extent such Lien can be perfected by
filing, recording, registration or, with respect to the Certificated Pledged
Stock, possession) on, and security interest in, all right, title and interest
of the Credit Parties in such Collateral and the proceeds thereof, as security
for the Obligations (as defined in the Pledge Agreements), in each case prior
and superior in right to any other Person (except, in the case of Collateral
other than Certificated Pledged Stock, Liens permitted by Section 8.1, and only
to the extent that priority can be obtained by filing).

                  (b) In the case of the Pledged Securities described in any
European Pledge Agreement, when stock certificates are delivered to Collateral
Agent if any are issued immediately and all other conditions required therein
are met, each European Pledge Agreement shall constitute a fully perfected (to
the extent such concept exists in the relevant jurisdiction) Lien on, and
security interest in, all right, title and interest of the Credit Parties in
such Pledged Securities and the proceeds thereof, as security for the
Obligations (as defined in such European Pledge Agreement), in each case prior
and superior in right to any other Person except Liens permitted by Section 8.1.

         6.12 Documents.

                  (a) True and Accurate Copies; Consummation of Transaction.
Borrowers have heretofore delivered to Administrative Agent true, correct and
complete copies of the material Transaction Documents. Borrowers have,
concurrently with the execution and delivery of this Agreement, consummated the
transactions contemplated by the material Transaction Documents pursuant
thereto, and the material Transaction Documents set forth the entire agreement
among the parties thereto with respect to the subject matter of such material
Transaction Documents. Except as set forth on Schedule 5.1(r) hereto, to the
Company's knowledge, no party to the material Transaction Documents has waived
the fulfillment of any condition precedent set forth therein to the consummation
of the transactions contemplated thereby, no party is in default or has failed
to perform any of its obligations thereunder or under any instrument or document
executed and delivered in connection therewith.

                  (b) Representations and Warranties in Documents. All
representations and warranties set forth in the material Transaction Documents
were true and correct in all material respects at the time as of which such
representations and warranties were made or deemed made.

         6.13 Ownership of Property. Company and each Material Subsidiary has
good and marketable title to, or a subsisting leasehold interest in, all
material items of real and personal property used in its operations (except as
to leasehold interests) free and clear of all Liens, except Permitted Liens and
except to the extent that the failure to have such title or interest
(individually or in the aggregate) would not reasonably be expected to have a
Material Adverse Effect. Substantially all items of real and material personal
property owned by, leased to or used by Company and each Material Subsidiary are
in adequate operating condition and repair, ordinary wear and tear excepted, are
free and clear of any known defects except such defects as do not substantially
interfere with the continued use thereof in the conduct of normal operations,
and are able to serve the function for which they are currently being used,
except to the extent the failure to keep such condition (individually or in the
aggregate) would not reasonably be expected to have a Material Adverse Effect.

         6.14 Capitalization of Company. On the Initial Borrowing Date after
giving effect to the Transaction, Company will have no Capital Stock outstanding
other than the Common Stock. All outstanding shares of capital stock of Company
have been duly authorized and validly issued and are fully paid and
non-assessable. A complete and correct copy of each of the Organizational
Documents of Company in effect on the date of this Agreement has been delivered
to Administrative Agent. Company does not have any outstanding stock or
securities convertible into or exchangeable for any shares of its Capital Stock,
or any rights issued to any Person (either preemptive or other) to subscribe for
or to purchase, or any options for the purchase of, or any agreements providing
for the issuance (contingent or otherwise) of, or any calls, commitments or
claims of any character relating to any of its Capital Stock or any stock or
securities convertible into or exchangeable for any of its Capital Stock (other
than as set forth in the Organizational Documents of Company).

         6.15 Subsidiaries.

                  (a) Organization. Schedule 6.15 hereto sets forth a true,
complete and correct list as of the date of this Agreement of each Subsidiary of
Company (including for purposes of this list the members of the BAP Group) and
indicates for each such Subsidiary (i) its jurisdiction of organization, (ii)
its ownership (by holder and percentage interest) and (iii) whether such
Subsidiary is a Material Subsidiary. As of the Initial Borrowing Date, Company
has no Subsidiaries except for those Subsidiaries listed as such on Schedule
6.15 hereto.

                  (b) Capitalization. All shares of capital stock of each
Subsidiary of Company have been duly authorized and validly issued, are fully
paid and non-assessable (except for shares of Canadian Borrower which are
assessable upon a winding up or bankruptcy of Canadian Borrower) and are owned
free and clear of all Liens except for Permitted Liens. No authorized but
unissued or treasury shares of capital stock of any Subsidiary of Company are
subject to any option, warrant, right to call or similar commitment. A complete
and correct copy of each Organizational Document of each Domestic Subsidiary of
Company, each first-tier Foreign Subsidiary of Company or a Domestic Subsidiary
and any other Subsidiary Borrower in effect on the date of this Agreement has
been delivered to Administrative Agent.

                  (c) Restrictions on or Relating to Subsidiaries. Except to the
extent permitted by Section 8.14, there does not exist any encumbrance or
restriction on the ability of:

                           (i) any Subsidiary of Company to pay dividends or
make any other distributions on its Capital Stock, or to pay any Indebtedness
owed to Company or a Subsidiary of Company;

                           (ii) any Subsidiary of Company to make loans or
advances to Company or any of Company's Subsidiaries; or

                           (iii) Company or any of its Subsidiaries to transfer
any of its properties or assets to Company or any of its Subsidiaries, except,
in connection with (i), (ii) or (iii) above, for such encumbrances or
restrictions existing under or by reason of (x) applicable law, (y) this
Agreement or the other Loan Documents or (z) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of Company
or a Subsidiary of Company.

         6.16 Compliance With Law, Etc. Neither Company nor any of its Material
Subsidiaries is in default under or in violation of any Requirement of Law
applicable to any of them or Contractual Obligation, or under its Organizational
Documents, as the case may be, in each case the consequences of which default or
violation, either in any one case or in the aggregate, would have a Material
Adverse Effect.

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

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

         6.19 Environmental Matters.

                  (a) Company and each of its Subsidiaries have complied in all
material respects with, and on the date of such Credit Event are in compliance
in all material respects with, all applicable Environmental Laws and
Environmental Permits except for such non-compliance as would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.
There are no pending or, to the best knowledge of Borrowers, threatened
Environmental Claims against Company or any of its Subsidiaries or any real
property currently owned or operated by Company or any of its Subsidiaries
except for such Environmental Claims that would not reasonably be expected to
have a Material Adverse Effect.

                  (b) Hazardous Materials have not at any time been generated,
used, treated or stored on, or transported to or from, or otherwise come to be
located on, any real property owned or at any time operated by Company or any of
its Subsidiaries where such generation, use, treatment or storage has violated
or would reasonably be expected to violate or create liability under any
Environmental Law in any material respect and result, either individually or in
the aggregate, in a Material Adverse Effect. To the knowledge of Borrowers,
Hazardous Materials have not at any time been Released on or from, or otherwise
come to be located on, any real property owned or at any time operated by
Company or any of its Subsidiaries where such Release has violated or would
reasonably be expected to violate or create liability under any Environmental
Law in any material respect and result, either individually or in the aggregate,
in a Material Adverse Effect.

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

         6.21 Intellectual Property, Licenses, Franchises and Formulas. Each of
Company and its Subsidiaries owns or holds licenses or other rights to or under
all the material patents, patent applications, trademarks, designs, service
marks, trademark and service mark registrations and applications therefor, trade
names, copyrights, copyright registrations and applications therefor, trade
secrets, proprietary information, computer programs, data bases, licenses,
permits, franchises and formulas, or rights with respect to the foregoing which
are material to the business of Company and its Subsidiaries, taken as a whole,
(collectively, "Intellectual Property"), and has obtained assignments of all
leases and other rights of whatever nature, material to the present conduct of
the business of Company and its Subsidiaries, taken as a whole, without any
known material conflict with the rights of others except, in each case, where
the failure to own or hold such rights or obtain such assignments would not
reasonably be expected to have a Material Adverse Effect. Neither Company nor
any of its Subsidiaries has knowledge of any existing or threatened claim by any
Person contesting the validity, enforceability, use or ownership of the
Intellectual Property, or of any existing state of facts that would support a
claim that use by Company or any of its Subsidiaries of any such Intellectual
Property has infringed or otherwise violated any proprietary rights of any other
Person which would reasonably be expected to have a Material Adverse Effect.

         6.22 Foreign Pension Matters. (a) Each Foreign Pension Plan is in
compliance and in good standing (to the extent such concept exists in the
relevant jurisdiction) in all material respects with all laws, regulations and
rules applicable thereto, including all funding requirements, and the respective
requirements of the governing documents for such Foreign Pension Plan; (b) with
respect to each Foreign Pension Plan maintained or contributed to by Company or
any Subsidiary, (i) that is required by applicable law to be funded in a trust
or other funding vehicle, the aggregate of the accumulated benefit obligations
under such Foreign Pension Plan does not exceed to any material extent the
current fair market value of the assets held in the trusts or similar funding
vehicles for such Foreign Pension Plan and (ii) that is not required by
applicable law to be funded in a trust or other funding vehicle, reasonable
reserves have been established in accordance with prudent business practice or
where required by ordinary accounting practices in the jurisdiction in which
such Foreign Pension Plan is maintained; (c) there are no material actions,
suits or claims (other than routine claims for benefits) pending or, to the
knowledge of Company and its Subsidiaries, threatened against Company or any
Subsidiary with respect to any Foreign Pension Plan; (d) all material
contributions required to have been made by Company or any Subsidiary to any
Foreign Pension Plan have been made within the time required by law or by the
terms of such Foreign Pension Plan; and (e) except as disclosed on Schedule
6.22, no Foreign Pension Plan with respect to which the Company or any of its
Subsidiaries could have any material liability has been terminated or wound-up
and no actions or proceedings have been taken or instituted to terminate or
wind-up such a Foreign Pension Plan.

         6.23 Schmalbach Acquisition. As of the Initial Borrowing Date and
immediately prior to the making of the Initial Loans:

                  (a) the Acquisition Documents are in full force and effect, no
material breach, default or waiver of any term or provision thereof by Company
or any of its Subsidiaries or, to the best of Company's knowledge, the other
parties thereto, has occurred (except for such breaches, defaults and waivers,
if any, consented to in writing by Administrative Agent) and no action has been
taken by any competent authority which restrains, prevents or imposes any
material adverse condition upon, or seeks to restrain, prevent or impose any
material adverse condition upon, the Schmalbach Acquisition;

                  (b) the representations and warranties of Company and its
Subsidiaries party thereto contained in the Acquisition Documents, if any, are
true and correct in all material respects;

                  (c) except as set forth in Schedule 5.1(r) to this Agreement,
all material conditions precedent to, and all material consents necessary to
permit, the Acquisition pursuant to the Acquisition Documents have been
satisfied, the Schmalbach Acquisition has been consummated substantially in
accordance with the Acquisition Documents, and Company or any of its
Subsidiaries has obtained good and marketable title to all assets acquired
pursuant to the Acquisition Agreement free and clear of any Liens other than
Permitted Liens.

                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

                  Each Borrower herby agrees, as to itself and its Subsidiaries,
that, so long as any of the Commitments remain in effect, or any Loan or LC
Obligation remains outstanding and unpaid or any other amount is owing to any
Lender or Administrative Agent hereunder, such Borrower shall:

         7.1 Financial Statements. Furnish, or cause to be furnished, to each
Lender:


                  (a) Quarterly Financial Statements. As soon as available, but
in any event not later than fifty (50) days after the end of each of the Fiscal
Quarters of each Fiscal Year of Company, the unaudited consolidating (on a basis
reasonably acceptable to Administrative Agent) and consolidated balance sheet
and statements of income of Company and its consolidated Subsidiaries as at the
end of such quarter and the related unaudited consolidated statements of
retained earnings and of cash flows of Company and its consolidated Subsidiaries
for such quarter and the portion of the Fiscal Year through the end of such
quarter, all of which shall be certified by the Chief Financial Officer of
Company, as at the dates indicated and for the periods indicated, subject to
normal year-end audit adjustments;

                  (b) Annual Financial Statements. As soon as available, but in
any event within ninety-five (95) days after the end of each Fiscal Year of
Company, a copy of the consolidating (on a basis reasonably acceptable to
Administrative Agent) and audited consolidated balance sheet of Company and its
consolidated Subsidiaries as at the end of such year and the related
consolidating and audited consolidated statements of income, retained earnings
and of cash flows for such year, setting forth in each case in comparative form
the figures for the previous year;

All such financial statements shall be complete and correct in all material
respects, shall be prepared in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except as
approved by the accountants preparing such statements or the Chief Financial
Officer, as the case may be, and disclosed therein) and, in the case of the
consolidated financial statements referred to in Section 7.1(b), shall be
accompanied by a report thereon of independent certified public accountants of
recognized national standing, which report shall contain no qualifications with
respect to the continuance of Company and its Subsidiaries as going concerns and
shall state that such financial statements present fairly the financial position
of Company and its Subsidiaries as at the dates indicated and the results of
their operations and cash flow for the periods indicated in conformity with
GAAP.

         7.2 Certificates; Other Information. Furnish to each Lender (or, if
specified below, to Administrative Agent):

                  (a) Officer's Certificates. Concurrently with the delivery of
the financial statements referred to in Sections 7.1(a) and 7.1(b), a
certificate of the Company's Chief Financial Officer or Treasurer substantially
in the form of Exhibit 7.2(a) (a "Compliance Certificate") stating that to the
best of such officer's knowledge, (i) such financial statements present fairly,
in accordance with GAAP (or, in the case of financial statements of any Foreign
Subsidiary delivered pursuant to Section 7.1(a), generally accepted accounting
principles in such Person's jurisdiction of organization), the financial
condition and results of operations of Company and its Subsidiaries for the
period referred to therein (subject, in the case of interim statements, to
normal recurring adjustments) and (ii) no Event of Default or Unmatured Event of
Default exists, except as specified in such certificate and, if so specified,
the action which Company proposes to take with respect thereto, which
certificate shall set forth detailed computations to the extent necessary to
establish Company's compliance with the covenants set forth in Article IX of
this Agreement;

                  (b) Audit Reports and Statements. Promptly following Company's
receipt thereof, copies of all consolidated financial or other consolidated
reports or statements, if any, submitted to Company or any of its Subsidiaries
by independent public accountants relating to any annual or interim audit of the
books of Company or any of its Subsidiaries including, without limitation, to
the extent available, audited reports with respect to each Material Subsidiary
that is a Foreign Subsidiary, reconciled to GAAP by Company, within one hundred
eighty (180) days after the end of each Fiscal Year of the applicable Foreign
Subsidiary;

                  (c) Management Letters. Promptly after receipt thereof, a copy
of any "management letter" received by Company or any of its Subsidiaries from
its certified public accountants;

                  (d) Budgets; Projections. As soon as available and in any
event within sixty (60) days following the first day of each Fiscal Year of
Company (i) an annual budget (by quarter) in form satisfactory to Administrative
Agent (including budgeted balance sheet, statements of earnings and cash flows)
prepared by Company for each Fiscal Quarter of such Fiscal Year, which shall be
accompanied by the statement of the Chief Executive Officer, Treasurer or Chief
Financial Officer of Company to the effect that, to the best of his knowledge at
the time made, such budget is a reasonable estimate for the periods covered
thereby;

                  (e) Public Filings. Within ten (10) Business Days after the
same become public, copies of all financial statements, filings, registrations
and reports which Borrowers may make to, or file with, the SEC or any successor
or analogous Governmental Authority;

                  (f) Other Requested Information. Such other information with
respect to Company or any of its Subsidiaries or the Collateral, including,
without limitation, any Asset Disposition or financing transaction, as
Administrative Agent or any Lender may from time to time reasonably request.

         7.3 Notices. Promptly and in any event within three (3) Business Days
after a Responsible Officer of Company or of any of its Subsidiaries obtains
knowledge thereof, give written notice to Administrative Agent (which shall
promptly provide a copy of such notice to each Lender) of:

                  (a) Event of Default or Unmatured Event of Default. The
occurrence of any Event of Default or Unmatured Event of Default, accompanied by
a statement of the Chief Financial Officer or Treasurer of Company setting forth
details of the occurrence referred to therein and stating what action Borrowers
propose to take with respect thereto;

                  (b) Litigation and Related Matters. The commencement of, or
any material development in, any action, suit, proceeding or investigation
pending or threatened against or affecting Company or any of its Material
Subsidiaries or any of their respective properties before any arbitrator or
Governmental Authority, (i) in which Company reasonably determines that expected
exposure not covered by insurance of Company and its Subsidiaries exceeds
$20,000,000 in the aggregate, (ii) with respect to any Loan Document or any
material Indebtedness or preferred stock of Company or any of its Subsidiaries
or (iii) which, if determined adversely to Company or any of its Subsidiaries,
would individually or when aggregated with any other action, suit, proceeding or
investigation reasonably be expected to have a Material Adverse Effect;

                  (c) Environmental Matters. The occurrence of one or more of
the following environmental matters which would reasonably be expected to
subject Company or any of its Subsidiaries to liability individually or in the
aggregate in excess of $20,000,000:

                           (i) any pending or threatened material Environmental
Claim against Company or any of its Subsidiaries or any real property owned or
operated by Company or any of its Subsidiaries;

                           (ii) any condition or occurrence on or arising from
any real property owned or operated by Company or any of its Subsidiaries that
(y) results in material noncompliance by Company or any of its Subsidiaries with
any applicable Environmental Law or (z) would reasonably be expected to form the
basis of a material Environmental Claim against Company or any of its
Subsidiaries or any such real property;

                           (iii) any condition or occurrence on any real
property owned or operated by Company or any of its Subsidiaries that would
reasonably be expected to cause such real property to be subject to any material
restrictions on the ownership, occupancy, use or transferability of such real
property under any Environmental Law;

                           (iv) the taking of any Remedial Action on any real
property at any time owned or operated by Company or any of its Subsidiaries;
and

                           (v) All such notices shall describe in reasonable
detail the nature of the Environmental Claim, condition, occurrence or Remedial
Action and Company's or such Subsidiary's response thereto. In addition, Company
will provide Administrative Agent with copies of all written communications with
any Governmental Authority relating to actual or alleged violations of
Environmental Laws, all written communications with any Person relating to
Environmental Claims, and such detailed written reports of any Environmental
Claim as may reasonably be requested by Administrative Agent;

         7.4 Conduct of Business and Maintenance of Existence. Company and its
Subsidiaries shall continue to engage in business of the same general types as
now conducted by them (including, without limitation, businesses reasonably
related or incidental thereto) and preserve, renew and keep in full force and
effect its and each of its Material Subsidiary's corporate existence and take
all reasonable action to maintain all rights, privileges and franchises material
to its and those of each of its Material Subsidiaries' business except as
otherwise permitted pursuant to Sections 8.3 and 8.4 and comply and cause each
of its Subsidiaries to comply with all Requirements of Law except to the extent
that failure to comply therewith would not in the aggregate reasonably be
expected to have a Material Adverse Effect.

         7.5 Payment of Obligations. Company shall pay or discharge or otherwise
satisfy at maturity or, to the extent permitted hereby, prior to maturity or
before they become delinquent, as the case may be, and cause each of its
Material Subsidiaries to pay or discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be:

                  (a) all taxes, assessments and governmental charges or levies
imposed upon any of them or upon any of their income or profits or any of their
respective properties or assets prior to the date on which penalties attach
thereto; and

                  (b) all lawful claims prior to the time they become a Lien
(other than Permitted Liens) upon any of their respective properties or assets;

provided, however, that neither Company nor any of its Subsidiaries shall be
required to pay or discharge any such tax, assessment, charge, levy or claim
while the same is being contested by it in good faith and by appropriate
proceedings diligently pursued so long as Company or such Subsidiary, as the
case may be, shall have set aside on its books adequate reserves in accordance
with GAAP (segregated to the extent required by GAAP) or their equivalent in the
relevant jurisdiction of the taxing authority with respect thereto.

         7.6 Inspection of Property, Books and Records. Company shall keep, or
cause to be kept, and cause each of its Subsidiaries to keep or cause to be
kept, adequate records and books of account, in which entries are to be made
reflecting its and their business and financial transactions in accordance with
GAAP and all material Requirements of Law and permit, and cause each of its
Subsidiaries to permit, any Lender or its respective representatives, at any
reasonable time during normal business hours, and from time to time at the
reasonable request of such Lender and at such Lender's expense made to Borrowers
and upon reasonable notice, to visit and inspect its and their respective
properties, to examine and make copies of and take abstracts from its and their
respective records and books of account, and to discuss its and their respective
affairs, finances and accounts with its and their respective principal officers,
and, if an Event of Default exists and is continuing, independent public
accountants (and by this provision Borrowers authorize such accountants to
discuss with the Lenders and such representatives, and in the presence of
Company, the affairs, finances and accounts of Company and its Subsidiaries).

         7.7 ERISA.

                  (a) As soon as practicable and in any event within ten (10)
Business Days after Company or any of its Subsidiaries knows or has reason to
know that a Termination Event has occurred with respect to any Plan, deliver, or
cause such Subsidiary to deliver, to Administrative Agent a certificate of a
responsible officer of Company or such Subsidiary, as the case may be, setting
forth the details of such Termination Event and the action, if any, which
Company or such Subsidiary is required or proposes to take, together with any
notices required or proposed to be given;

                  (b) Upon the request of any Lender made from time to time,
deliver, or cause each Subsidiary to deliver, to each Lender a copy of the most
recent actuarial report and annual report on Form 5500 (to the extent such
annual report is required by law) completed with respect to any Plan;

                  (c) As soon as possible and in any event within ten (10)
Business Days after Company or any of its Subsidiaries knows or has reason to
know that any of the following have occurred with respect to any Plan:

                           (i) such Plan has been terminated, reorganized,
petitioned or declared insolvent under Title IV of ERISA,

                           (ii) the Plan Sponsor terminates such Plan,

                           (iii) the PBGC has instituted proceedings under
Section 515 of ERISA to collect a delinquent contribution to such Plan or under
Section 4042 of ERISA to terminate such Plan,

                           (iv) that an accumulated funding deficiency has been
incurred or that on application has been made to the Secretary of the Treasury
for a waiver or modification of the minimum funding standard (including any
required installment payments) or on extension of any amortization period under
Section 412 of the Code,

                           (v) Company or any Subsidiary of Company has incurred
any liability that would result in a Material Adverse Effect under any employee
welfare benefit plan (within the meaning of Section 3(1) of ERISA) that provides
benefits to retired employees (other than as required by Section 601 et seq. of
ERISA) or any employee pension benefit plans (as defined in Section 3(2) of
ERISA),

deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to
Administrative Agent a written notice thereof;

                  (d) As soon as possible and in any event within thirty (30)
days after Company or any of its Subsidiaries knows or has reason to know that
any of them has caused a complete withdrawal or partial withdrawal (within the
meaning of Sections 4203 and 4205, respectively, of ERISA) from any
Multiemployer Plan, deliver, or cause such Subsidiary or ERISA Affiliate to
deliver, to Administrative Agent a written notice thereof;

                  (e) For purposes of this Section 7.7, Company shall be deemed
to have knowledge of all facts known by the Plan Administrator of any Plan of
which Company is the Plan Sponsor, and each Subsidiary of Company shall be
deemed to have knowledge of all facts known by the Plan Administrator of any
Plan of which such Subsidiary is a Plan Sponsor. In addition to its other
obligations set forth in this Article VII, Company shall, and shall cause each
of its Subsidiaries to, at the request of any Lender, deliver to such Lender
(and a copy to Administrative Agent) copies of the most recent annual reports,
actuarial reports and notices received by Company or any Subsidiary with respect
to any Foreign Pension Plan no later than ten (10) Business Days after the date
of such request.

         7.8 Maintenance of Property, Insurance.

                  (a) Company shall keep, and cause each of its Material
Subsidiaries to keep, all material property (including, but not limited to,
equipment) useful and necessary in its business in good working order and
condition, normal wear and tear and damage by casualty excepted, and subject to
Section 8.4;

                  (b) Company shall maintain, and shall cause each of its
Material Subsidiaries to maintain, with reputable insurers, insurance with
respect to its material properties and business against loss or damage of the
kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts as are customarily carried under
similar circumstances by such other Persons. Such insurance shall be maintained
with reputable insurers, except that a portion of such insurance program (not to
exceed that which is customary in the case of companies engaged in the same or
similar business or having similar properties similarly situated) may be
effected through self-insurance, provided adequate reserves therefor, in
accordance with GAAP, are maintained;

                  (c) Company shall furnish to Administrative Agent, on the
Initial Borrowing Date, a schedule listing the insurance it, each Credit Party
and Material Subsidiary carried.

         7.9 Environmental Laws.

                  (a) Company shall comply with, and cause its Subsidiaries to
comply with, and, in each case take reasonable steps to ensure compliance by all
tenants and subtenants, if any, with, all applicable Environmental Laws and
obtain and comply in all material respects with and maintain, and take
reasonable steps to ensure that all tenants and subtenants obtain and comply in
all material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws except to the extent that failure to do so would not in the aggregate
reasonably be expected to have a Material Adverse Effect;

                  (b) Company shall conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws and promptly comply in all material respects
with all lawful orders, directives and information requests of all Governmental
Authorities regarding Environmental Laws except to the extent that the same are
being contested in good faith by appropriate proceedings or except to the extent
that such failure to do so would not in the aggregate reasonably be expected to
have a Material Adverse Effect;

                  (c) Company shall defend, indemnify and hold harmless
Administrative Agent and the Lenders, and their respective employees, agents,
officers and directors, from and against any and all liabilities, obligations,
losses, damages, claims, penalties, actions, judgments, suits, costs, expenses
or disbursements of whatever kind or nature known or unknown, contingent or
otherwise, arising out of, or in any way relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of Company, any of its Subsidiaries or the Premises, the Former
Premises or any real property to which Hazardous Materials related to Company or
any of its Subsidiaries come to be located, or any orders, requirements or
demands of Governmental Authorities related thereto, including, without
limitation, reasonable attorneys' and consultants' fees, investigation and
laboratory fees, costs arising from any Remedial Action, court costs and
litigation expenses, except to the extent that any of the foregoing arise out of
the gross negligence or willful misconduct of the party seeking indemnification
therefor. The agreements in this Section 7.9(c) shall survive termination of the
Commitments and repayment of the Notes and all other Obligations.

         7.10 Interest Rate Protection. No later than ninety (90) days following
the Initial Borrowing Date, Company shall enter into and maintain arrangements
reasonably acceptable to Administrative Agent and the Required Lenders which
have the effect of establishing a fixed or maximum interest rate reasonably
acceptable to Administrative Agent and the Required Lenders, for a period of at
least two and one half (2 1/2) years, for an aggregate notional principal amount
of not less than fifty percent (50%) of Company's Consolidated Debt less the
outstanding principal amount of such Indebtedness that bears interest at a fixed
rate.

         7.11 Use of Proceeds. Use all proceeds of the Loans as provided in
Section 6.8.

         7.12 Additional Security; Further Assurances.

                  (a) Additional Guarantors and Pledgors.

                           (i) Subject to Section 12.22, Company agrees to cause
each Domestic Subsidiary (other than a Receivables Subsidiary) that is or
becomes a Material Subsidiary to become a party to the United States Loan
Guaranty and the United States Pledge Agreement in accordance with the terms
thereof;

                           (ii) Subject to Section 12.22, Company and European
Holdco agree to cause each Foreign Subsidiary (other than a Receivables
Subsidiary) that is or becomes a Material Subsidiary of Company (other than a
Subsidiary that is organized under the laws of a Province of Canada or the
federal laws of Canada) to become a party to a European Loan Guaranty and a
European Pledge Agreement; provided, that no Subsidiary shall be required to
execute such documents to the extent and for so long as any Requirement of Law
(including any exchange control, financial assistance, minimum capitalization,
fraudulent conveyance, mandatory labor advice or similar rules or regulations,
"Foreign Requirements of Law") would be violated thereby if all relevant Persons
have taken all commercially reasonable steps to avoid or cure such violation;

                           (iii) Subject to Section 12.22, Company and Canadian
Borrower agree to cause each Subsidiary (other than a Receivables Subsidiary)
that is or becomes a Material Subsidiary of Company that is organized under the
laws of a Province of Canada or the federal laws of Canada to become a party to
a Canadian Loan Guaranty and (A) in the case of the pledge of the Capital Stock
of a Nova Scotia unlimited liability company, a Canadian Pledge Agreement and
(B) in the case of a pledge of Capital Stock in any other corporation, a
securities pledge agreement substantially in the form of the United States
Pledge Agreement, with such modifications and amendments as may be required to
perfect the Collateral Agent's interest therein pursuant to the laws of the
applicable Canadian province and the federal laws of Canada applicable therein,
in each case, in accordance with the terms thereof;

                           (iv) Company agrees to cause each Subsidiary that
becomes a guarantor of obligations arising under any Permitted Debt Document and
that is not at such time party to the United States Loan Guaranty to become a
party to the United States Loan Guaranty in accordance with the terms thereof;
provided, however, that this Section 7.12(a)(iv) shall not apply to a Foreign
Subsidiary that becomes a guarantor of only obligations under one or more
Permitted Debt Documents of persons that are not United States persons within
the meaning of Code Section 7701(a)(30); and

                           (v) If, following a change in the relevant sections
of the Code or the regulations, rules, rulings, notices or other official
pronouncements issued or promulgated thereunder, the Administrative Agent or
Required Lenders provides Company with an opinion addressed to Company of
counsel (selected by the Company within 30 days after receiving the request of
Administrative Agent) that, in form and substance reasonably satisfactory to
Company, concludes that with respect to any Foreign Subsidiary that is a
Wholly-Owned Subsidiary of the Company which has not already executed the United
States Loan Guaranty that becoming party to such guaranty would not cause the
undistributed earnings of a Foreign Subsidiary as determined for United States
Federal income tax purposes to be treated as a deemed dividend to a Foreign
Subsidiary's United States parent for United States Federal income tax purposes,
then such Foreign Subsidiary will become a party to the United States Loan
Guaranty to the extent that entering into such agreement is permitted by the
laws of the respective foreign jurisdiction. All reasonable out-of-pocket
expenses incurred by Administrative Agent or the Required Lenders to obtain such
an opinion shall be paid by Company.

                  (b) Pledge of New Subsidiary Stock.

                           (i) Subject to Section 12.22, Company agrees to
pledge (or to cause its Subsidiaries to pledge) all of the Capital Stock of each
new Domestic Subsidiary that is a Material Subsidiary and each Domestic
Subsidiary that becomes a Material Subsidiary and 65% of the Capital Stock of
each new first-tier Foreign Subsidiary (directly owned by Company or a Domestic
Subsidiary) that is a Material Subsidiary and each first-tier Foreign Subsidiary
(directly owned by Company or a Domestic Subsidiary) that becomes a Material
Subsidiary established, acquired, created or otherwise in existence after the
Initial Borrowing Date to the Collateral Agent for the benefit of the Secured
Creditors pursuant to the terms of the United States Pledge Agreement promptly,
and in any event, within sixty (60) days of the creation of such new Subsidiary
or the date such Subsidiary becomes a Material Subsidiary, as applicable;

                           (ii) Subject to Section 12.22, Company and Canadian
Holdings agree to pledge (or to cause their Subsidiaries to pledge) all of the
Capital Stock of each of Canadian Holdings' new Subsidiaries that is a Material
Subsidiary and each of Canadian Holdings' Subsidiaries that becomes a Material
Subsidiary established, acquired, created or otherwise in existence after the
Initial Borrowing Date to the Collateral Agent for the benefit of the Secured
Creditors pursuant to Section 7.12(a)(iii), within sixty (60) days of the
creation of such new Subsidiary or the date such Subsidiary becomes a Material
Subsidiary, as applicable; and

                           (iii) Subject to Section 12.22 and except to the
extent (and for so long as) it would result in a violation of Foreign
Requirements of Law (which all relevant Persons have taken all commercially
reasonable steps to avoid or cure), Company and European Holdco agree to pledge
(or to cause their Subsidiaries to pledge) all of the Capital Stock of each new
Foreign Subsidiary that is a Material Subsidiary (other than a Foreign
Subsidiary owned directly by Company or a Domestic Subsidiary) and each Foreign
Subsidiary that becomes a Material Subsidiary (other than a Foreign Subsidiary
owned directly by Company or a Domestic Subsidiary) established, acquired,
created or otherwise in existence after the Initial Borrowing Date to the
Collateral Agent for the benefit of the Secured Creditors pursuant to the terms
of the applicable European Pledge Agreement, within sixty (60) days of the
creation of such new Subsidiary or the date such Subsidiary becomes a Material
Subsidiary, as applicable.

                  (c) Documentation for Additional Security. The security
interests required to be granted pursuant to this Section 7.12 shall be granted
pursuant to such security documentation (which shall be substantially similar to
the Security Documents already executed and delivered by the applicable
Borrower) reasonably satisfactory in form and substance to Administrative Agent
and shall constitute valid and enforceable first priority perfected security
interests subject to no other Liens except Permitted Liens. The Additional
Security Documents and other instruments related thereto shall be duly recorded
or filed in such manner and in such places and at such times as are required by
law to establish, perfect, preserve and protect such security interest, in favor
of Collateral Agent for the benefit of the Lenders, required to be granted
pursuant to the Additional Security Document and, all taxes, fees and other
charges payable in connection therewith shall be paid in full by Company. At the
time of the execution and delivery of the Additional Security Documents, Company
shall cause to be delivered to Administrative Agent such agreements, opinions of
counsel and other related documents as may be reasonably requested by
Administrative Agent or the Required Lenders to assure themselves that this
Section 7.12 has been complied with.

         7.13 End of Fiscal Years; Fiscal Quarters. Cause Company's and European
Holdco's annual accounting periods to end on December 31 of each year (each a
"Fiscal Year"), with quarterly accounting periods ending on or about March 31,
June 30, September 30, December 31, of each Fiscal Year (each a "Fiscal
Quarter").

         7.14 Foreign Subsidiaries Security. If, following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, the
Administrative Agent or Required Lenders provides Company with an opinion
addressed to Company of counsel (selected by Company within 30 days after
receiving the request of the Administrative Agent) that in form and substance
reasonably satisfactory to Company concludes that with respect to any Foreign
Subsidiary that is a Wholly-Owned Subsidiary of the Company which has not
already had all of its stock pledged pursuant to the Pledge Agreements that a
pledge of 66 2/3% or more (in the case of a direct Foreign Subsidiary) or all
(in the case of any indirect Foreign Subsidiary) of the total combined voting
power of all classes of capital stock of such Foreign Subsidiary entitled to
vote, would not cause any undistributed earnings of a Foreign Subsidiary as
determined for United States Federal income tax purposes to be treated as a
deemed dividend to a Foreign Subsidiary's United States parent for United States
Federal income tax purposes, then that portion of such Foreign Subsidiary's
outstanding capital stock not theretofore pledged pursuant to the Pledge
Agreements shall be pledged upon entering all necessary documents to
Administrative Agent for the benefit of the Secured Creditors pursuant to the
Pledge Agreements (or another pledge agreement in substantially similar form, if
needed) to the extent that entering into such agreement is permitted by the laws
of the respective foreign jurisdiction; provided, however, that the amount of
additional stock that may be pledged pursuant to this Section 7.14 shall not
exceed the amount of such stock that, in the opinion of such counsel, can be
pledged without causing any such undistributed earnings of a Foreign Subsidiary
to be treated as a deemed dividend. All reasonable out-of-pocket expenses
incurred by Administrative Agent or the Required Lenders to obtain such an
opinion shall be paid by Company.

         7.15 Foreign Pension Plan Compliance. Company shall, and shall cause
each of its Subsidiaries and each member of the Controlled Group to, establish,
maintain and operate all Foreign Pension Plans to comply in all material
respects with all laws, regulations and rules applicable thereto and the
respective requirements of the governing documents for such Plans, except for
failures to comply which, in the aggregate, would not be reasonably likely to
subject Company or any of its Subsidiaries to liability, individually or in the
aggregate in excess of $20,000,000.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

                  Each Borrower hereby agrees, as to itself and its
Subsidiaries, that, so long as any of the Commitments remain in effect or any
Loan or LC Obligation remains outstanding and unpaid or any other amount is
owing to any Lender or Administrative Agent hereunder:

         8.1 Liens. No Borrower will nor will permit any of its Subsidiaries to
create, incur, assume or suffer to exist or become a party to any agreement,
note, indenture or other instrument pursuant to which such Person agrees to
create, incur or assume any Lien in, upon or with respect to any of its
properties or assets, whether now owned or hereafter acquired, except for the
following Liens (herein referred to as "Permitted Liens"):

                  (a) Liens created by the Loan Documents or otherwise securing
the Obligations;

                  (b) Customary Permitted Liens;

                  (c) Liens existing on the date hereof listed on Schedule 8.1
hereto;

                  (d) Liens on any property (including the interest of a lessee
under a Capitalized Lease) securing Indebtedness incurred or assumed for the
purpose of financing (or financing of the purchase price within 120 days after
the respective purchase of assets) all or any part of the acquisition,
construction, repair or improvement cost of such property (including Liens to
which any property is subject at the time of acquisition thereof by Company or
any of its Subsidiaries) provided that,

                           (i) any such Lien does not extend to any other
property,

                           (ii) such Lien either exists on the date hereof or is
created in connection with the acquisition, construction, repair or improvement
of such property as permitted by this Agreement,

                           (iii) the indebtedness secured by any such Lien, (or
the Capitalized Lease Obligation with respect to any Capitalized Lease) does not
exceed 100% of the fair market value of such assets and

                           (iv) the Indebtedness secured thereby is permitted to
be incurred pursuant to Section 8.2(f);

                  (e) Liens on any assets of any Person at the time such assets
are acquired or such Person becomes a Subsidiary or is merged, amalgamated or
consolidated with or into a Subsidiary and, in each case, not created in
contemplation of or in connection with such event, provided that, (x) no such
lien shall extend to or cover any other property or assets of any Borrower or of
such Subsidiary, as the case may be, (y) the aggregate principal amount of the
Indebtedness secured by all such Liens in respect of any such property or assets
shall not exceed 100% of the fair market value of such property or assets at the
time of such acquisition nor, in the case of a Lien in respect of property or
assets existing at the time of such Person becoming a Subsidiary or being so
consolidated or merged, the fair market value of the property or assets acquired
at such time, and (z) the Indebtedness secured thereby is permitted to be
incurred pursuant to Section 8.2(g);

                  (f) any Lien arising out of the replacement, refinancing,
extension, renewal or refunding of any Indebtedness secured by any Lien
permitted by clauses (c), (d), (e), (g) and (h) of this Section, provided that,
such Indebtedness is not increased and is not secured by any additional assets;

                  (g) Liens on Receivables Facility Assets transferred in
accordance with the terms of the Receivables Documents pursuant to a Permitted
Accounts Receivable Securitization;

                  (h) Liens incurred in connection with Sale-Leaseback
transactions permitted under Section 8.9;

                  (i) Liens securing Indebtedness of Foreign Subsidiaries
(including any refinancings of such Indebtedness), provided that, such Liens do
not at any time encumber any Collateral or other assets located in the United
States, the Dollar Equivalent amount of such indebtedness shall not exceed
$25,000,000 in the aggregate at any one time outstanding; and

                  (j) additional Liens incurred by Company and its Subsidiaries
so long as, without duplication, the Dollar Equivalent of the value of the
property subject to such Liens at the time such Lien is incurred and the Dollar
Equivalent of the Indebtedness (including any refinancings of such Indebtedness)
and other obligations secured thereby do not exceed $50,000,000 in the aggregate
at any time.

In addition, no Borrower will nor permit any of its Subsidiaries to become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of Collateral Agent for the benefit of the Secured
Creditors, as collateral for the Obligations (other than in connection with a
commitment to obtain Indebtedness which would be used to indefeasibly pay in
full all Obligations outstanding hereunder and result in the termination of all
Commitments hereunder), provided that, any agreement, note, indenture or other
instrument in connection with Indebtedness permitted under Sections 8.2(d), (f),
(g), (i), (j) and (n) may prohibit the creation of a Lien in favor of Collateral
Agent for the benefit of the Secured Creditors on the items of property obtained
with the proceeds of such Indebtedness.

         8.2 Indebtedness. No Borrower will nor will permit any of its
Subsidiaries to, incur, create, assume directly or indirectly, or suffer to
exist any Indebtedness except:

                  (a) Indebtedness incurred pursuant to this Agreement and the
other Loan Documents or otherwise evidencing any of the Obligations, including,
without limitation, Additional Term Loans made pursuant to Section 2.9;

                  (b) Receivables Facility Attributable Debt incurred in
connection with a Permitted Accounts Receivable Securitizations provided that
(i) such Indebtedness related to Permitted Accounts Receivable Securitizations
of Foreign Subsidiaries shall not exceed the Dollar Equivalent of $100,000,000
and (ii) such Indebtedness related to all Permitted Accounts Receivable
Securitizations shall not exceed the Dollar Equivalent of $300,000,000;

                  (c) Indebtedness evidenced by the 2012 Senior Notes, the 2006
Senior Notes and the 2008 Subordinated Notes;

                  (d) Indebtedness of Company provided, that (1) the covenants,
defaults and similar provisions applicable to such Indebtedness are no more
restrictive in any material respect than the provisions contained in this
Agreement and do not conflict in any material respect with this Agreement and
are, taken as a whole, otherwise on market terms and conditions and (2) after
giving effect to the incurrence of such Indebtedness on a Pro Forma Basis for
the period of four Fiscal Quarters ending with the Fiscal Quarter for which
financial statements have most recently been delivered (or were required to be
delivered) pursuant to Section 7.1, no Event of Default or Unmatured Event of
Default would exist hereunder and any refinancings of such Indebtedness that
satisfies the provisions of this Section 8.2(d) (such Indebtedness being
referred to herein as "Permitted Additional Indebtedness");

                  (e) Indebtedness under Interest Rate Agreements entered into
to protect Borrowers or any of their Subsidiaries against fluctuations in
interest rates in respect of the Obligations;

                  (f) Indebtedness of Borrowers and their Subsidiaries
(including any refinancings of such Indebtedness) secured by Liens permitted
under Section 8.1(d), provided that, the Dollar Equivalent of the aggregate
outstanding principal amount of such Indebtedness at any time together with the
Dollar Equivalent of Indebtedness permitted to be outstanding pursuant to
Sections 8.2(g) and (n) shall not exceed 5% of Company's Consolidated Tangible
Assets as set forth on the last financial statements delivered by Company
pursuant to Section 7.1;

                  (g) Indebtedness of a Subsidiary of Company issued and
outstanding on or prior to the date on which such Person becomes a Subsidiary or
is merged, amalgamated or consolidated with or into a Subsidiary (other than
Indebtedness issued as consideration in, or to provide all of any portion of the
funds utilized to consummate, the transaction or series of related transactions
pursuant to which such Subsidiary became a Subsidiary or was acquired by
Company) provided, that the Dollar Equivalent of the aggregate outstanding
principal amount of such Indebtedness at any time together with the Dollar
Equivalent of Indebtedness permitted to be outstanding pursuant to Sections
8.2(f) and (n) shall not exceed 5% of Company's Consolidated Tangible Assets as
set forth on the last financial statements delivered by Company pursuant to
Section 7.1;

                  (h) Indebtedness under Other Hedging Agreements providing
protection against fluctuations in currency or commodity values in connection
with any Borrowers' or any of their Subsidiaries' operations so long as
management of such Borrower or any such Subsidiary, as the case may be, has
determined that the entering into of such Other Hedging Agreements was for bona
fide hedging activities;

                  (i) Indebtedness of Borrowers or any of their Subsidiaries
consisting of take-or-pay obligations contained in supply agreements entered
into in the ordinary course of business;

                  (j) Indebtedness outstanding on the date hereof and listed on
Schedule 6.5(d) hereto;

                  (k) Intercompany Indebtedness to the extent permitted by
Section 8.7; provided, however, that in the event of any subsequent issuance or
transfer of any Capital Stock which results in the holder of such Indebtedness
ceasing to be a Subsidiary or Borrowers or any subsequent transfer of such
Indebtedness (other than to Company or any of its Subsidiaries) such
Indebtedness shall be required to be permitted under another clause of this
Section 8.2; provided, further, however, that in the case of Intercompany
Indebtedness consisting of a loan or advance to a Borrower, each such loan or
advance outstanding at any time after December 23, 2002 shall be subordinated to
the indefeasible payment in full of all of such Borrower's Obligations;

                  (l) Indebtedness constituting Permitted Guarantee Obligations;

                  (m) Permitted Refinancing Indebtedness with respect to
Indebtedness described in clauses (c), (g), (j) and (n) of this Section 8.2;

                  (n) Indebtedness in respect of Sale and Leaseback Transactions
permitted under Section 8.9;

                  (o) Indebtedness in respect of obligations secured by
Customary Permitted Liens;

                  (p) Guarantee Obligations incurred by Company or any
Subsidiary of obligations of any employee, officer or director of Company or any
such Subsidiary in respect of loans made to such employee, officer or director
in connection with such Person's acquisition of Capital Stock, phantom stock
rights, capital appreciation rights or similar equity-like interests in Company
or any such Subsidiary in an aggregate amount not to exceed $15,000,000
outstanding at any one time;

                  (q) Indebtedness (including any refinancings of such
Indebtedness) incurred by Domestic Subsidiaries of Company in addition to that
referred to elsewhere in this Section 8.2 in a principal amount not to exceed
$75,000,000 in the aggregate; and

                  (r) Indebtedness (including any refinancings of such
Indebtedness) incurred by European Holdco, Canadian Borrower or any of their
Subsidiaries in addition to that referred to elsewhere in this Section 8.2 in a
Dollar Equivalent principal amount not to exceed $50,000,000 in the aggregate.

         8.3 Fundamental Changes. No Borrower will nor will permit any of its
Subsidiaries to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto
no Event of Default shall have occurred and be continuing, any Subsidiary (other
than a Receivables Subsidiary) (i) may merge into Company in a transaction in
which Company is the surviving corporation, (ii) may merge into any Credit Party
in a transaction in which the surviving entity is a Credit Party, (iii) that is
not a Credit Party may merge into any Subsidiary that is not a Credit Party or
any Person that becomes a Credit Party simultaneously with such merger, (iv) may
merge into any other Person that becomes a Credit Party in connection with a
Permitted Acquisition, (v) may liquidate or dissolve if Company determines in
good faith that such liquidation or dissolution is in the best interests of
Company and is not materially disadvantageous to the Lenders, provided that, any
such merger involving a Person that is not a Controlled Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
8.7. Neither any Permitted Aerospace JV nor any member of the BAP Group shall
enter into any merger or consolidation into or with Company or any of its
Subsidiaries provided that a Permitted Aerospace JV may merge or consolidate
with Company or any Subsidiary in a transaction that is a Permitted Acquisition.

         8.4 Asset Sales. No Borrower will nor will permit any of its
Subsidiaries to, convey, sell, lease or otherwise dispose of (or become party to
any agreement, note, indenture or other instrument pursuant to which such Person
agrees to do any of the foregoing at any future time without Administrative
Agent's prior written consent) all or any part of their property or assets, or
enter into any Sale and Leaseback Transaction, except that:

                  (a) Company and its Subsidiaries may sell, contribute and make
other transfers of Receivables Facility Assets pursuant to the Receivables
Documents under a Permitted Accounts Receivable Securitization;

                  (b) Borrowers and their Subsidiaries may lease, including
subleases and assignments of leases and subleases, real or personal property in
the ordinary course of business;

                  (c) Borrowers and their Subsidiaries may sell Inventory in the
ordinary course of business;

                  (d) Borrowers and their Subsidiaries may sell or discount, in
each case without recourse and in the ordinary course of business, accounts
receivable arising in the ordinary course of business (x) which are overdue, or
(y) which such Borrower or Subsidiary may reasonably determine are difficult to
collect but only in connection with the compromise or collection thereof
consistent with prudent business practice (and not as part of any bulk sale or
financing of receivables);

                  (e) Company or any Subsidiary may make an Asset Disposition to
Company or any Subsidiary (other than a Receivables Subsidiary);

                  (f) Borrowers and their Subsidiaries may enter into
consignment arrangements (as consignor or as consignee) or similar arrangements
for the sale of goods in the ordinary course of business;

                  (g) Borrowers and their Subsidiaries may make Investments
permitted pursuant to Section 8.7 and sell Investments referred to in clauses
(a) and (i) of Section 8.7;

                  (h) Borrowers and their Subsidiaries may enter into licenses
or sublicenses of software, trademarks and other Intellectual Property and
general intangibles in the ordinary course of business and which do not
materially interfere with the business of such Person;

                  (i) Borrowers and their Subsidiaries may enter into Sale and
Leaseback Transactions permitted under Section 8.9;

                  (j) Borrowers and their Subsidiaries may make Restricted
Payments permitted pursuant to Section 8.5;

                  (k) Borrowers and their Subsidiaries may make dispositions in
the ordinary course of business of equipment and other tangible personal
property that is obsolete, uneconomical, worn-out, excess or no longer useful in
the Company's and its Subsidiaries' business;

                  (l) Borrowers and their Subsidiaries may make dispositions of
owned or leased vehicles in the ordinary course of business;

                  (m) Company may sell, transfer or otherwise dispose of all or
part of the Aerospace Business (including the Capital Stock of any Permitted
Aerospace JV) in one or more transactions; provided, that (1) each such
transaction (x) other than to a Permitted Aerospace JV, is for consideration
consisting of at least seventy-five percent (75%) of cash, (y) is for not less
than fair market value (as determined by the board of directors of Company in
good faith, whose determination shall be conclusive evidence thereof and shall
be evidenced by a resolution of such board of directors set forth in a
Responsible Officer of Company's certificate delivered to Administrative Agent),
and (z) is consummated when no Event of Default has occurred and is continuing
or would result therefrom, (2) Company's Leverage Ratio on a Pro Forma Basis is
less than the greater of (A) 3.0:1.0 and (B) the Leverage Ratio of Company and
its Subsidiaries as of the last day of Company's most recently completed fiscal
quarter as set forth on the Compliance Certificate delivered together with the
financial statements for such fiscal quarter pursuant to Section 7.2(a), and (3)
the Net Sale Proceeds of which therefrom shall be paid in accordance with
Section 4.4(e);

                  (n) Borrowers and their Subsidiaries may make other Asset
Dispositions for fair value, provided (A) 75% of the aggregate sales price from
such Asset Disposition shall be paid in cash; and (B) that the aggregate book
value (at the time of disposition thereof) of all assets then proposed to be
disposed of together with all other assets disposed of in such Fiscal Year
pursuant to this clause (n) does not exceed 10% of the Consolidated Assets of
Company at such time measured as of the date of the last such sale in any Fiscal
Year or together with all other assets disposed of since the Initial Borrowing
Date pursuant to this clause (n), does not exceed 15% of the Consolidated Assets
of Company at such time, in each case, measured as of the date of the last such
sale based on the last financial statements delivered by Company pursuant to
Section 7.1; provided, however, to the extent that the Net Sale Proceeds of any
Asset Disposition that are not required to be used to prepay the Loans pursuant
to Section 4.4(e) are used to purchase assets used or to be used in the
businesses referred to in Section 8.11 in the time period prescribed in Section
4.4(e), and if Company or such Subsidiary has complied with the provisions of
Section 7.12 with respect to any assets purchased with such reinvested proceeds,
such Asset Disposition shall be disregarded for purposes of calculations
pursuant to this Section 8.4(n) (and shall otherwise be deemed to be permitted
under this Section 8.4(n)) to the extent of the reinvested proceeds, from and
after the time of compliance with Section 7.12 with respect to the acquisition
of such other property.

In the event the Required Lenders waive the provisions of this Section 8.4 with
respect to the sale of any Collateral, or any Collateral is sold as permitted by
Section 8.4, such Collateral shall be sold free and clear of the Liens created
by the Security Documents, and Administrative Agent shall be authorized to take
any actions deemed appropriate in order to effect the foregoing.

         8.5 Dividends or Other Distributions. No Borrower will nor will permit
any of its Subsidiaries to, either: (i) declare or pay any dividend or make any
distribution on or in respect of its Capital Stock ("Dividend") or to the direct
or indirect holders of its Capital Stock (except (A) dividends or distributions
payable solely in such Capital Stock or in options, warrants or other rights to
purchase such Capital Stock and (B) dividends, distributions or redemptions
payable to (1) Company or a Wholly-Owned Subsidiary of Company and (2) any other
Subsidiary of Company in compliance with applicable corporation law; provided
that the amount of such dividends or distributions under this clause (2) which
are paid or made to any Person not a member of the Ball Corporate Group shall be
included for purposes of calculating compliance with (a) below, and shall be
permitted only to the extent they are permitted under clause (a) below) or (ii)
purchase, redeem or otherwise acquire or retire for value any Capital Stock of
Borrowers other than in exchange for, or out of proceeds of, the substantially
concurrent sale (other than to an Affiliate of any Borrower) of other Capital
Stock of such Borrower or as permitted in (i)(B) above or (iii) purchase,
defease, redeem, prepay, decrease or otherwise acquire or retire for value,
prior to any scheduled final or stated maturity, any Indebtedness that is either
subordinate or junior in right of payment to the Obligations (other than
Intercompany Indebtedness subordinated as a result of Section 8.2(k)) or any
Indebtedness issued in a public offering or pursuant to a 144A transaction with
a final maturity on or after the 2008 Subordinated Note Acceleration Date, in
each case, other than with the proceeds of Permitted Refinancing Indebtedness or
(iv) make any Restricted Investment; (any of the foregoing being hereinafter
referred to as a "Restricted Payment"); provided, however, Company may make
scheduled principal and interest payments on Indebtedness permitted pursuant to
Section 8.2 in accordance with the terms of the documents governing such
Indebtedness and make distributions to the extent necessary to enable Company or
a Subsidiary of Company to pay their taxes as they legally become due, and;
provided, further, that so long as no Event of Default or Unmatured Event of
Default has occurred and is continuing or would result therefrom:

                  (a) Company or any Wholly-Owned Subsidiary of Company may make
any Restricted Payment which, together with all other Restricted Payments made
pursuant to Section 8.5(b) since the date hereof would not exceed the sum of:

                           (i) 50% of the Consolidated Net Income accrued during
the period (treated as one accounting period) from December 31, 2002, to the end
of the most recent Fiscal Quarter ending at least 45 days prior to the date of
such Restricted Payment (or, in case such Consolidated Net Income shall be a
deficit, minus 100% of such deficit), minus 100% of the amount of any
write-downs, write-offs, other negative revaluations and other negative
extraordinary charges not otherwise reflected in Consolidated Net Income during
such period excluding, for all purposes of this clause (i), items treated as
balance sheet adjustments in respect of foreign currency translations;

                           (ii) the aggregate Net Offering Proceeds received by
Company from the issue or sale of its Capital Stock subsequent to the date
hereof (other than an issuance or sale to a Subsidiary or an employee stock
ownership plan);

                           (iii) to the extent that any Restricted Investment
permitted hereunder and made after the date hereof shall be sold for cash during
such period, the lesser of (x) the cash return of capital with respect to such
Restricted Investment (net of the cost of disposition) and (y) the initial
amount of such Restricted Investment; and

                           (iv) $100,000,000;

                  (b) Company may repurchase, redeem, acquire or retire for
value Capital Stock of Company or any options therefor pursuant to any
management equity subscription agreements, stock option plans or stock
appreciation rights programs or owned by or for the benefit of any employees,
former employees, directors or former directors, provided, that the aggregate
amount expended pursuant to this clause (b) shall not exceed $15,000,000 in the
aggregate in any Fiscal Year.

Notwithstanding the foregoing, Company may pay Dividends within 60 days after
the date of declaration thereof if at such date of declaration such Dividend
would have complied with this Section 8.5; provided, however, that such Dividend
shall be included (without duplication) in the calculation of the amount of
Restricted Payment for purpose of Section 8.5(a).

         8.6 Issuance of Stock.

                  (a) Company will not issue any Capital Stock, except for such
issuances of Capital Stock of Company consisting of Common Stock or Permitted
Preferred Stock.

                  (b) No Borrower will nor will permit any of its Subsidiaries
to, directly or indirectly, issue, sell, assign, pledge or otherwise encumber or
dispose of any shares of Capital Stock of any Subsidiary of Company, except (i)
to Company, (ii) to another Wholly-Owned Subsidiary of Company, (iii) to qualify
directors if required by applicable law or (iv) pursuant to employee stock
ownership or employee benefit plans in effect on the date hereof.
Notwithstanding the foregoing, Company and its Subsidiaries shall be permitted
to sell (x) all or part of the Capital Stock of any Permitted Aerospace JV in
one or more transactions in accordance with the terms of Section 8.4(m) and (y)
100% of the outstanding stock of any Subsidiary, but, except as set forth in
clause (x), not less than 100% of such stock, subject to Section 8.4.

         8.7 Loans, Investment and Acquisitions. No Borrower will nor will
permit any of its Subsidiaries to, make any Investments or make any Acquisitions
except:

                  (a) Borrowers and their Subsidiaries may acquire and hold Cash
and Cash Equivalents;

                  (b) Investments existing on the date hereof identified on
Schedule 8.7, without giving effect to any additions thereto or replacements
thereof;

                  (c) Investments required pursuant to the terms of the Domestic
Receivables Purchase Documents and the European Receivables Purchase Documents;

                  (d) Investments (including debt obligations) in trade
receivables or received in connection with the bankruptcy or reorganization of
suppliers and customers and in settlement (including settlements of litigation)
of delinquent obligations of, and other disputes with, customers and suppliers
arising in the ordinary course of business;

                  (e) Company may enter into Interest Rate Agreements in
compliance with Sections 7.10 and 8.2(e) and Other Hedging Agreements in
compliance with Section 8.2(h);

                  (f) pledges or deposits made in the ordinary course of
business;

                  (g) Investments by Borrowers or any Subsidiary in Company or a
Person that is a Subsidiary prior to such Investments, provided that, if
applicable, the requirements of Section 7.12 are satisfied;

                  (h) Borrowers or any Subsidiary may make Permitted
Acquisitions;

                  (i) Borrowers or any Subsidiary may acquire and hold debt
securities and other non-cash consideration as consideration for an asset
disposition permitted pursuant to Section 8.4;

                  (j) Borrowers or any Subsidiary may make Restricted
Investments permitted by Section 8.5, provided, that any Restricted Investment
that is an Acquisition complies with clauses (a) through (d) of the definition
of Permitted Acquisition; and

                  (k) Investments, if any, resulting from transactions under the
Manufacturing Supply Agreement;

                  (l) Investments, in addition to those Investments identified
on Schedule 8.7, in any member of the BAP Group; provided, however, such
additional Investments together with the Dollar Equivalent of the aggregate
Investments pursuant to Section 8.7(m)(ii) shall not exceed the Dollar
Equivalent of $75,000,000 in the aggregate after the Effective Date;

                  (m) Investments in any Permitted Aerospace JV (i) consisting
of all or part of the Aerospace Business; provided, that Company's Leverage
Ratio on a Pro Forma Basis is less than 3.0:1.0 and (ii) additional Investments
by Company and its Subsidiaries in any Permitted Aerospace JV provided however,
such additional Investments together with the Dollar Equivalent of the aggregate
Investments pursuant to Section 8.7(l) shall not exceed the Dollar Equivalent of
$75,000,000 in the aggregate after the Effective Date;

                  (n) extensions of trade credit, accounts receivable and
prepaid expenses in the ordinary course of business;

                  (o) Investments in joint ventures provided, that such
Investments shall not exceed $25,000,000 in the aggregate after the Effective
Date; and

                  (p) other Investments (other than in members of the BAP Group
or a Permitted Aerospace JV) not in excess of $75,000,000 outstanding at any one
time; provided, that any such Investment that is an Acquisition complies with
clauses (a) through (d) of the definition of Permitted Acquisition.

         8.8 Transactions with Affiliates. No Borrower will nor will permit any
of its Subsidiaries, any Permitted Aerospace JV or any member of the BAP Group
to, conduct any business or enter into any transaction or series of similar
transactions (including the purchase, sale, lease or exchange of any property or
the rendering of any service) with any Affiliate of any Borrower (other than a
Credit Party) unless the terms of such business, transaction or series of
transactions are as favorable to such Borrower, such Subsidiary, such Permitted
Aerospace JV or such member of the BAP Group as terms that would be obtainable
at the time for a comparable transaction or series of similar transactions in
arm's-length dealings with an unrelated third Person or, if such transaction is
not one which by its nature could be obtained from such Person, is on fair and
reasonable terms, provided that, the following shall be permitted: (v) the
payment of customary fees to members of the Board of Directors, (w) transactions
expressly permitted by Section 8.3 or Section 8.5, (x) transactions pursuant to
Tax Sharing Agreements, (y) transactions pursuant to the Manufacturing Supply
Agreement, and (z) Permitted Receivables Transfers and European Permitted
Receivables Transfers.

         8.9 Sale-Leasebacks. No Borrower will nor will permit any of its
Subsidiaries to, lease any property as lessee in connection with a Sale and
Leaseback Transaction entered into after the Initial Borrowing Date unless such
Sale and Leaseback Transaction is consummated within 120 days after the date
that such Person acquires the property subject to such transaction and if, at
the time of such entering into such Sale and Leaseback Transaction and after
giving effect thereto, the aggregate Dollar Equivalent amount of Attributable
Debt for such Sale and Leaseback Transaction and for all Sale and Leaseback
Transactions so entered into by Borrowers and their Subsidiaries, together with
the Dollar Equivalent of Indebtedness permitted to be outstanding pursuant to
Section 8.2(f) and (g) does not exceed 5% of Company's Consolidated Tangible
Assets.

         8.10 Restrictions on Credit Support to the BAP Group and any Permitted
Aerospace JV. Other than Investments permitted pursuant to Section 8.7(l) and
(m), neither Company nor any of its Subsidiaries shall provide any type of
credit support or credit enhancement to any member of the BAP Group or to any
Permitted Aerospace JV, whether directly through loans to or Investments in,
letters of credit issued for the benefit of any creditor of any member of the
BAP Group or any Permitted Aerospace JV or guarantees or any other Contractual
Obligation, contingent or otherwise, of Company or any of such Subsidiaries with
respect to any Indebtedness or other obligation or liability of any member of
the BAP Group or any Permitted Aerospace JV, including, without limitation, any
such Indebtedness, obligation or liability, directly or indirectly guaranteed,
supported by letter of credit, endorsed (other than for collection or deposit in
the ordinary course of business), co-made or discounted or sold with recourse,
or in respect of which Company or any of its Subsidiaries is otherwise directly
or indirectly liable, including contractual obligations (contingent or
otherwise) arising through any agreement to purchase, repurchase, or otherwise
acquire such Indebtedness, obligation or liability or any security therefor, or
to provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received.

         8.11 Lines of Business. No Borrower will nor will permit any of its
Subsidiaries to enter into or acquire any line of business which is not
reasonably related or incidental to the business engaged in as of the date
hereof.

         8.12 Fiscal Year. Neither Company nor European Holdco will change its
Fiscal Year.

         8.13 Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; Certain Derivative Transactions, Etc. No Borrower will nor
will permit any of its Subsidiaries to:

                  (a) make (or give any notice in respect of) any voluntary or
optional payment or prepayment on or redemption or acquisition for value of
(including, without limitation, by way of depositing with the trustee with
respect thereto or any other Person money or securities before due for the
purpose of paying when due) any Indebtedness (other than Intercompany
Indebtedness subordinated as a result of Section 8.2(k)) that is either
subordinate or junior in right of payment to the Obligations, other than
pursuant to the issuance of Permitted Refinancing Indebtedness;

                  (b) amend, terminate or modify, or permit the amendment,
termination or modification of, any provision of any documents governing
Indebtedness described in clause (a) above in a manner materially adverse to the
interests of the Lenders;

                  (c) enter into any Receivables Documents other than in
connection with a Permitted Accounts Receivable Securitization (unless such
Receivables Documents have been approved by Administrative Agent or are
non-material documentation entered into pursuant to such approved Receivables
Documents) or amend or modify in any material respect which is adverse to the
Lenders any of such Receivables Documents unless such amendment or modification
has been approved by Administrative Agent (which shall not be unreasonably
withheld); provided, however, that if the Receivables Documents, after giving
effect to such amendment or modification, would constitute a Permitted Accounts
Receivable Securitization, then such approval of Administrative Agent shall not
be required. Neither any Permitted Aerospace JV nor any member of the BAP Group
may be a Participating Subsidiary in a Permitted Accounts Receivable
Securitization; or

                  (d) amend, modify or change in any way adverse to the
interests of the Lenders, its Organizational Documents (including, without
limitation, by filing or modification of any certificate of designation) or
By-Laws, or any agreement entered into by it, with respect to its Capital Stock,
or enter into any new agreement with respect to its Capital Stock in any manner
materially adverse to the interests of the Lenders.

                  (e) enter into or maintain outstanding any derivative
transaction or similar transaction obligating any member of the Ball Corporate
Group to make any payment (other than a payment which may only be made in
Capital Stock) to any Person as a result of any change in value or market
price of Capital Stock of Company provided that in order to facilitate its
stock repurchase programs (i) Company may enter into and maintain forward
purchase contracts for shares of its Capital Stock to the extent that an
immediate purchase of such shares at such price would have been permitted
under Section 8.5 on the date Company becomes obligated to so purchase such
Capital Stock and on each day thereafter until so purchased and (ii) Company
may enter into and maintain outstanding put contracts with respect to its
Capital Stock to the extent that the aggregate maximum contingent obligation
(assuming cash settlement) of all such contracts is not at any time in excess
of the amount of Permitted Guarantee Obligations which could be incurred on
such day.

         8.14 Limitation on Certain Restrictions on Subsidiaries. No Borrower
will nor will permit any of its Material Subsidiaries, to create or otherwise
cause or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Borrower or any Material Subsidiary of any
Borrower to (i) pay dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other Obligation owed to Company or any of its
other Subsidiaries, (ii) make any loans or advances to Company or any of its
other Material Subsidiaries, or (iii) transfer any of its property to Company or
any of its other Material Subsidiaries, except:

                  (a) any encumbrance or restriction pursuant to the Loan
Documents, the 2006 Senior Notes, the 2008 Subordinated Notes, the 2012 Senior
Notes, any documents evidencing Permitted Refinancing Indebtedness with respect
to any of the foregoing, any Permitted Accounts Receivable Securitization or an
agreement in effect at or entered into on the Effective Date and reflected on
Schedule 8.14(a) hereto;

                  (b) any encumbrance or restriction with respect to a
Subsidiary of Company pursuant to an agreement relating to any Indebtedness
issued by such Subsidiary on or prior to the date on which such Subsidiary
became a Subsidiary of Company or was acquired by Company (other than
Indebtedness issued as consideration in, or to provide all or any portion of the
funds utilized to consummate, the transaction or series of related transactions
pursuant to which such Subsidiary became a Subsidiary or was acquired by
Company) and outstanding on such date;

                  (c) any such encumbrance or restriction consisting of
customary provisions restricting subletting or assignment of any leases
governing leasehold interests of Company or any of its Subsidiaries;

                  (d) any encumbrance or restriction existing solely as a result
of a Requirement of Law; and

                  (e) in the case of clause (iii) above, Permitted Liens or
other restrictions contained in security agreements or Capitalized Leases
securing or otherwise related to Indebtedness permitted hereby to the extent
such restrictions restrict the transfer of the property subject to such security
agreements.

         8.15 Accounting Changes. No Borrower will nor will permit any of its
Subsidiaries to, make any change in accounting policies affecting the
presentation of financial statements from those employed by it on the date
hereof, unless (i) such change is disclosed to the Lenders through
Administrative Agent or otherwise and (ii) relevant prior financial statements
that are affected by such change are restated (in form and detail satisfactory
to Administrative Agent) as may be required by GAAP to show comparative results
and (iii) Company delivers a report to Administrative Agent calculating all
financial statements and other relevant financial terms without giving effect to
such change. If any changes in GAAP or the application thereof from that used in
the preparation of the financial statements referred to in Section 6.5(a) hereof
occur after the Initial Borrowing Date and such changes result in, in the sole
judgment of Administrative Agent, a meaningful change in the calculation of any
financial covenants or restrictions set forth in this Agreement, then the
parties hereto agree to enter into and diligently pursue negotiations in order
to amend such financial covenants and restrictions so as to equitably reflect
such changes, with the desired result that the criteria for evaluating the
financial condition and results of operations of Company and its Subsidiaries
shall be the same after such changes as if such changes had not been made.

                                   ARTICLE IX

                               FINANCIAL COVENANTS

                  Company hereby agrees that, so long as any Commitments remain
in effect or any Loan or LC Obligation remains outstanding and unpaid or any
other amount is owing to any Lender or Administrative Agent hereunder, Company
shall not:

         9.1 Interest Coverage Ratio. Permit the Interest Coverage Ratio for the
applicable Test Period ending on or about a date set forth below to be less than
the ratio set forth opposite such date:

                  Date                                              Ratio
                  ----                                              -----
                  March 31, 2003                                  4.00:1.0
                  June 30, 2003                                   4.00:1.0
                  September 30, 2003                              4.00:1.0
                  December 31, 2003                               4.00:1.0
                  March 31, 2004                                  4.00:1.0
                  June 30, 2004                                   4.00:1.0
                  September 30, 2004                              4.00:1.0
                  December 31, 2004                               4.00:1.0
                  March 31, 2005                                  4.00:1.0
                  June 30, 2005                                   4.00:1.0
                  September 30, 2005                              4.00:1.0
                  December 31, 2005 and the last day              4.00:1.0
                  of each Fiscal Quarter thereafter

         9.2 Leverage Ratio. Permit the Leverage Ratio for the applicable Test
Period ending on or about a date set forth below to be greater than the ratio
set forth opposite such date:

                  Date                                              Ratio
                  ----                                              -----
                  March 31, 2003                                  4.00:1.0
                  June 30, 2003                                   4.00:1.0
                  September 30, 2003                              4.00:1.0
                  December 31, 2003                               4.00:1.0
                  March 31, 2004                                  4.00:1.0
                  June 30, 2004                                   4.00:1.0
                  September 30, 2004                              3.75:1.0
                  December 31, 2004                               3.75:1.0
                  March 31, 2005                                  3.50:1.0
                  June 30, 2005                                   3.50:1.0
                  September 30, 2005                              3.25:1.0
                  December 31, 2005 and the last day              3.00:1.0
                  of each Fiscal Quarter thereafter

         9.3 Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio
for the applicable Test Period ending on or about a date set forth below to be
less than the ratio set forth opposite such date:

                  Date                                              Ratio
                  ----                                              -----
                  March 31, 2003                                  1.10:1.0
                  June 30, 2003                                   1.10:1.0
                  September 30, 2003                              1.10:1.0
                  December 31, 2003                               1.15:1.0
                  March 31, 2004                                  1.15:1.0
                  June 30, 2004                                   1.15:1.0
                  September 30, 2004                              1.15:1.0
                  December 31, 2004                               1.20:1.0
                  March 31, 2005                                  1.20:1.0
                  June 30, 2005                                   1.20:1.0
                  September 30, 2005                              1.20:1.0
                  December 31, 2005 and the last day              1.25:1.0
                  of each Fiscal Quarter thereafter

                                   ARTICLE X

                                EVENTS OF DEFAULT

         10.1 Events of Default. Any of the following events, acts, occurrences
or state of facts shall constitute an "Event of Default" for purposes of this
Agreement:

                  (a) Failure to Make Payments When Due. Any Borrower (i) shall
default in the payment of principal on any of the Loans, the face amount of any
B/A Loan or any reimbursement obligation with respect to any Letter of Credit;
or (ii) shall default in the payment of interest on any of the Loans or default
in the payment of any fee or any other Obligation when due and such default in
payment shall continue for five (5) Business Days; or

                  (b) Representations and Warranties. Any representation or
warranty made by any Credit Party, as the case may be, to Administrative Agent
or any Lender contained in any Loan Document or certificate delivered to
Administrative Agent or any Lender pursuant hereto or thereto shall have been
incorrect in any material respect on the date as of when made or deemed made, or

                  (c) Covenants. Any Credit Party shall (i) default in the
performance or observance of any term, covenant, condition or agreement on its
part to be performed or observed under Article VIII and Article IX hereof or
Section 7.3(a) or (ii) default in the due performance or observance by it of any
other term, covenant or agreement contained in this Agreement and such default
shall continue unremedied for a period of thirty (30) days after written notice
to Company by Administrative Agent or any Lender;

                  (d) Default Under Other Loan Documents. Any Credit Party shall
default in the performance or observance of any term, covenant, condition or
agreement on its part to be performed or observed hereunder or under any Loan
Document (and not constituting an Event of Default under any other clause of
this Section 10.1) and such default shall continue unremedied for a period of
thirty (30) days after written notice thereof has been given to Company by
Administrative Agent; or

                  (e) Voluntary Insolvency, Etc. Company or any of its Material
Subsidiaries shall become insolvent or generally fail to pay, or admit in
writing its inability to pay, its debts as they become due, or shall voluntarily
commence any proceeding or file any petition under any bankruptcy, insolvency or
similar law in any jurisdiction or seeking dissolution or reorganization or the
appointment of a receiver, trustee, custodian, court appointed monitor,
administrator, administrative receiver, liquidator or other similar official for
it or a substantial portion of its property, assets or business or to effect a
plan or other arrangement with its creditors, or shall file any answer admitting
the jurisdiction of the court and the material allegations of an involuntary
petition filed against it in any bankruptcy, insolvency or similar proceeding in
any jurisdiction, or shall be adjudicated bankrupt, or shall make a general
assignment for the benefit of creditors, or shall consent to, or acquiesce in
the appointment of, a receiver, trustee, custodian, court appointed monitor,
administrator, administrative receiver, liquidator or other similar official for
a substantial portion of its property, assets or business, shall call a meeting
of its creditors with a view to arranging a composition or adjustment of its
debts or shall take any corporate action authorizing any of the foregoing; or

                  (f) Involuntary Insolvency, Etc. Involuntary proceedings or an
involuntary petition shall be commenced or filed against Company or any of its
Material Subsidiaries under any bankruptcy, insolvency or similar law in any
jurisdiction or seeking the dissolution or reorganization of it or the
appointment of a receiver, trustee, custodian, court appointed monitor,
administrator, administrative receiver, liquidator or other similar official for
it or of a substantial part of its property, assets or business, or to effect a
plan or other arrangement with its creditors or any writ, judgment, warrant of
attachment, execution or similar process shall be issued or levied against a
substantial part of its property, assets or business, and such proceedings or
petition shall not be dismissed, or such writ, judgment, warrant of attachment,
execution or similar process shall not be released, vacated or fully bonded,
within sixty (60) days after commencement, filing or levy, as the case may be,
or any order for relief shall be entered in any such proceeding; or

                  (g) Default Under Other Agreements. (i) Any Credit Party shall
default in the payment when due, whether at stated maturity or otherwise, of any
Indebtedness (other than Indebtedness owed to the Lenders under the Loan
Documents) in excess of $20,000,000 in the aggregate beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created, or (ii) a default shall occur in the performance or observance of
any agreement or condition to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice of acceleration or
similar notice is required), any such Indebtedness to become due or be repaid
prior to its stated maturity or (iii) any such Indebtedness of the Credit
Parties shall be declared to be due and payable, or required to be prepaid other
than by a regularly scheduled required payment or prepayment, prior to the
stated maturity thereof; or

                  (h) Invalidity of Subordination Provisions. The subordination
provisions of any agreement or instrument governing the 2008 Subordinated Notes,
any other documents evidencing, guaranteeing or otherwise governing subordinated
notes evidencing any Permitted Additional Indebtedness or any Permitted
Refinancing Indebtedness is for any reason revoked or invalidated, or otherwise
ceases to be in full force and effect, any Person contests in any manner the
validity or enforceability thereof or denies that it has any further liability
or obligation thereunder, or the Loans and the other Obligations hereunder
entitled to receive the benefits of any Loan Document is for any reason
subordinated or does not have the priority contemplated by this Agreement or
such subordination provisions; or

                  (i) Judgments. One or more judgments or decrees shall be
entered against a Credit Party involving, individually or in the aggregate, a
liability (to the extent not paid or covered by insurance) of $20,000,000 or
more and shall not have been vacated, discharged, satisfied, stayed or bonded
pending appeal within sixty (60) days from the entry thereof; or

                  (j) Security Documents. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect (other than due to the effect of applicable foreign law or action of
any foreign government) or shall cease to give Collateral Agent for the benefit
of the Secured Creditors the Liens, rights, powers and privileges purported to
be created thereby (including, without limitation, a first priority perfected
security interest in, and Lien on, all of the Collateral), in favor of
Collateral Agent for the benefit of the Secured Creditors superior to and prior
to the rights of all third Persons and subject to no other Liens (except to the
extent expressly permitted herein or therein); or

                  (k) Guaranties. Any Guaranty or any provision thereof shall
(other than as a result of the actions taken by Administrative Agent or the
Lenders to release such Guaranty) cease to be in full force and effect in
accordance with its terms, or any Guarantor or any Person acting by or on behalf
of such Guarantor shall deny or disaffirm such Guarantor's obligations under any
Guaranty; or

                  (l) ERISA. Either (i) any Termination Event shall have
occurred, (ii) a trustee shall be appointed by a United States District Court to
administer any Plan or Multiemployer Plan, (iii) the PBGC institutes proceedings
to terminate any Plan or Multiemployer Plan or to appoint a trustee to
administer any Plan, (iv) Company or any of its Subsidiaries shall become liable
to the PBGC or any other party under Section 4062, 4063 or 4064 of ERISA with
respect to any Plan or (v) any Borrower or any Subsidiary of any Borrower fails
to make a deficit reduction contribution required under Code Section 412(l) to
any Plan by the due date for such contribution; if as of the date thereof or any
subsequent date, the sum of each of Company's and its Subsidiaries' various
liabilities (such liabilities to include, without limitation, any liability to
the PBGC or to any other party under Section 4062, 4063 or 4064 of ERISA with
respect to any Plan, or to any Multiemployer Plan under Section 4201 et seq. of
ERISA) as a result of such events listed in subclauses (i) through (v) above
exceeds $20,000,000 in the aggregate; or

                  (m) Change of Control. A Change of Control shall occur; or

                  (n) Dissolution. Any order, judgment or decree shall be
entered against Company or any Material Subsidiary decreeing its involuntary
dissolution or split up and such order shall remain undischarged and unstayed
for a period in excess of sixty (60) days; or Company or any Material Subsidiary
shall otherwise dissolve or cease to exist except as specifically permitted by
this Agreement.

                  If any of the foregoing Events of Default shall have occurred
and be continuing, Administrative Agent, at the written direction of the
Required Lenders, shall take one or more of the following actions: (i) by
written notice to Borrowers declare the Total Commitments to be terminated
whereupon the Total Commitments shall forthwith terminate, (ii) by written
notice to Borrowers declare all sums then owing by Borrowers hereunder and under
the Loan Documents to be forthwith due and payable, whereupon all such sums
shall become and be immediately due and payable without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by
Borrowers or (iii) direct Borrowers to pay (and each Borrower agrees that upon
receipt of such notice, or immediately and automatically upon the occurrence and
during the continuance of any Event of Default specified in Section 10.1(e) or
Section 10.1(f) with respect to such Borrower it will pay) to Administrative
Agent at the Payment Office such additional amount of cash, to be held as
security by Administrative Agent for the benefit of the Secured Creditors, as is
equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit
issued for the account of Company and its Subsidiaries and then outstanding and
(b) the aggregate amount of all Unpaid Drawings, and (iv) enforce, as
Administrative Agent the Guaranties and all of the Liens and security interests
created pursuant to the Security Documents in accordance with their terms. In
cases of any occurrence of any Event of Default described in Section 10.1(e) or
Section 10.1(f) with respect to Company or European Holdco, the Loans, together
with accrued interest thereon and all of the other Obligations, shall become
immediately and automatically due and payable forthwith and the Total
Commitments immediately and automatically terminated without the requirement of
any such acceleration or request, and without presentment, demand, protest or
other notice of any kind, all of which are expressly waived by each Borrower,
any provision of this Agreement or any other Loan Document to the contrary
notwithstanding, and other amounts payable by Borrowers hereunder shall also
become immediately and automatically due and payable all without notice of any
kind.

                  Anything in this Section 10.1 to the contrary notwithstanding,
Administrative Agent shall, at the request of the Required Lenders, rescind and
annul any acceleration of the Loans by written instrument filed with Borrowers,
provided that, at the time such acceleration is so rescinded and annulled: (A)
all past due interest and principal, if any, on the Loans and all other sums
payable under this Agreement and the other Loan Documents shall have been duly
paid, and (B) no other Event of Default shall have occurred and be continuing
which shall not have been waived in accordance with the provision of Section
12.1 hereof.

         10.2 Rights Not Exclusive. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                   ARTICLE XI

                              ADMINISTRATIVE AGENT

                  In this Article XI, the Lenders agree among themselves as
follows:

         11.1 Appointment. The Lenders hereby appoint DB as Administrative Agent
(for purposes of this Agreement, the term "Administrative Agent" shall include
DB in its capacity as Collateral Agent pursuant to the Security Documents) and
as Collateral Agent for the Secured Creditors under all applicable Security
Documents and Guaranties and appoint TBNS as Canadian Administrative Agent
(Administrative Agent and Canadian Administrative Agent are sometimes referred
to in this Article XI as the "Agents", and individually as an "Agent") to act as
herein specified herein and in the other Loan Documents. Each Lender hereby
irrevocably authorizes and each holder of any Note by the acceptance of such
Note shall be deemed to irrevocably authorize Agents to take such action on its
behalf under the provisions hereof, the other Loan Documents (including, without
limitation, to give notices and take such actions on behalf of the Required
Lenders as are consented to in writing by the Required Lenders) and any other
instruments, documents and agreements referred to herein or therein and to
exercise such powers hereunder and thereunder as are specifically delegated to
Administrative Agent, Collateral Agent or Canadian Administrative Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. Agents may perform any of their respective duties hereunder and under
the other Loan Documents, by or through their officers, directors, agents,
employees or affiliates.

         11.2 Nature of Duties. Agents shall have no duties or responsibilities
except those expressly set forth in this Agreement. The duties of Agents shall
be mechanical and administrative in nature. EACH LENDER HEREBY ACKNOWLEDGES AND
AGREES THAT EACH AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER. Nothing
in any of the Loan Documents, expressed or implied, is intended to or shall be
so construed as to impose upon Agents any obligations in respect of any of the
Loan Documents except as expressly set forth herein or therein. Each Lender
shall make its own independent investigation of the financial condition and
affairs of Borrowers in connection with the making and the continuance of the
Loans hereunder and shall make its own appraisal of the credit worthiness of
each Borrower, and Agents shall have no duty or responsibility, either initially
or on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before
making of the Loans or at any time or times thereafter. Agents will promptly
notify each Lender at any time that the Required Lenders have instructed it to
act or refrain from acting pursuant to Article X.

         11.3 Exculpation, Rights Etc. Neither Agents nor any of their
respective officers, directors, agents employees or affiliates shall be liable
for any action taken or omitted by them hereunder or under any of the other Loan
Documents, or in connection herewith or therewith, unless caused by its or their
gross negligence or willful misconduct. Agents shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or for
the execution, effectiveness, genuineness, validity, enforceability,
collectibility, or sufficiency of any of the Loan Documents or any other
document or the financial condition of any Borrower. Agents shall not be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement or any of the Loan
Documents or any other Document or the financial condition of any Borrower, or
the existence or possible existence of any Unmatured Event of Default or Event
of Default unless requested to do so by the Required Lenders. Agents may at any
time request instructions from the Lenders with respect to any actions or
approvals (including the failure to act or approve) which by the terms of any of
the Loan Documents, Agents are permitted or required to take or to grant, and if
such instructions are requested, Agents shall be absolutely entitled to refrain
from taking any action or to withhold any approval and shall not be under any
liability whatsoever to any Person for refraining from any action or withholding
any approval under any of the Loan Documents until it shall have received such
instructions from the Required Lenders or all Lenders, as applicable. Without
limiting the foregoing, no Lender shall have any right of action whatsoever
against Agents as a result of Agents acting, approving or refraining from acting
or approving under any of the Loan Documents in accordance with the instructions
of the Required Lenders or, to the extent required by Section 12.1, all of the
Lenders.

         11.4 Reliance. Agents shall be entitled to rely, and shall be fully
protected in relying, upon any notice, writing, resolution notice, statement,
certificate, order or other document or any telephone, telex, teletype or
telecopier message believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person, and, with respect to all matters
pertaining herein or to any of the other Loan Documents and their duties
hereunder or thereunder, upon advice of counsel selected by Agents.

         11.5 Indemnification. To the extent Agents are not reimbursed and
indemnified by Borrowers as required herein, the Lenders will reimburse and
indemnify Agents for and against any and all liabilities, obligations, losses,
damages, claims, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against Agents, acting pursuant hereto in such capacity in any
way relating to or arising out of this Agreement or any of the other Loan
Documents or any action taken or omitted by Agents under this Agreement or any
of the other Loan Documents, in proportion to each Lender's Aggregate Pro Rata
Share of the Total Commitment; provided, however, that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, claims,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from Administrative Agent's gross negligence or willful misconduct. The
obligations of the Lenders under this Section 11.5 shall survive the payment in
full of the Notes and the termination of this Agreement.

         For purposes hereof, "Aggregate Pro Rata Share" means, when used with
reference to any Lender and any described aggregate or total amount, an amount
equal to the result obtained by multiplying such desired aggregate or total
amount by a fraction the numerator of which shall be the aggregate principal
amount of such Lender's Multicurrency Revolving Loan, Canadian Revolving Loan
and Term Loans and the denominator of which shall be the aggregate of all of the
Loans outstanding hereunder.

         11.6 Administrative Agent In Its Individual Capacity. With respect to
its Loans and Commitments (and its Multicurrency Revolver Pro Rata Share,
Canadian Revolver Pro Rata Share and Term Pro Rata Share, as applicable,
thereof), Agents shall have and may exercise the same rights and powers
hereunder and are subject to the same obligations and liabilities as and to the
extent set forth herein for any other Lender or holder of Obligations. The terms
"Lenders", "holder of Obligations" or "Required Lenders" or any similar terms
shall, unless the context clearly otherwise indicates, include Agents in their
individual capacity as a Lender, one of the Required Lenders or a holder of
Obligations. Agents may accept deposits from, lend money to, and generally
engage in any kind of banking, trust or other business with Company or any
Subsidiary or affiliate of Company as if it were not acting as Administrative
Agent or Canadian Administrative Agent hereunder or under any other Loan
Document, including, without limitation, the acceptance of fees or other
consideration for services without having to account for the same to any of the
Lenders.

         11.7 Notice of Default. Agents shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default or Unmatured Event of Default
hereunder unless such Agent has received written notice from a Lender or a
Borrower referring to this Agreement describing such Event of Default or
Unmatured Event of Default and stating that such notice is a "notice of
default". In the event that either Agent receives such a notice, such Agent
shall give prompt notice thereof to the Lenders.

         11.8 Holders of Obligations. Agents may deem and treat the payee of any
Obligation as reflected on the books and records of such Agent as the owner
thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been filed with Agents pursuant to
Section 12.8(c). Any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is the holder
of any Obligation shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Obligation or of any Obligation or Obligations
granted in exchange therefor.

         11.9 Resignation by Administrative Agent.

                  (a) Agents may resign from the performance of all its
functions and duties hereunder at any time by giving fifteen (15) Business Days'
prior written notice to Company and the Lenders. Such resignation shall take
effect upon the acceptance by a successor Administrative Agent or Canadian
Administrative Agent of appointment pursuant to clauses (b) and (c) below or as
otherwise provided below.

                  (b) Upon any such notice of resignation, the Required Lenders
shall appoint a successor Administrative Agent or Canadian Administrative Agent
who shall be satisfactory to Company and shall be an incorporated bank or trust
company.

                  (c) If a successor Administrative Agent or Canadian
Administrative Agent shall not have been so appointed within said fifteen (15)
Business Day period, Administrative Agent or Canadian Administrative Agent with
the consent of Company, shall then appoint a successor Administrative Agent or
Canadian Administrative Agent who shall serve as Administrative Agent or
Canadian Administrative Agent until such time, if any, as the Required Lenders,
with the consent of Company, appoint a successor Administrative Agent or
Canadian Administrative Agent as provided above.

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

         11.10 The Joint Lead Arrangers, Joint Mandated Arrangers, Joint Book
Managers, Syndication Agent and Co-Documentation Agents. Notwithstanding any
other provision of this Agreement or any provision of any other Loan Document,
each of the Joint Lead Arrangers, Joint Mandated Arrangers, Joint Book Managers,
Syndication Agent and Co-Documentation Agents are named as such for recognition
purposes only, and in their respective capacities as such shall have no powers,
duties, responsibilities or liabilities with respect to this Agreement or the
other Loan Documents or the transactions contemplated hereby and thereby; it
being understood and agreed that the Joint Lead Arrangers, Joint Mandated
Arrangers, Joint Book Managers, Syndication Agent and Co-Documentation Agents
shall be entitled to all indemnification and reimbursement rights in favor of
"Agents" as provided for under Section 11.5. Without limitation of the
foregoing, none of Joint Lead Arrangers, Joint Mandated Arrangers, Joint Book
Managers, Syndication Agent or Co-Documentation Agents shall, solely by reason
of this Agreement or any other Loan Documents, have any fiduciary relationship
in respect of any Lender or any other Person.

                                  ARTICLE XII

                                  MISCELLANEOUS

         12.1 No Waiver; Modifications in Writing.

                  (a) No failure or delay on the part of Administrative Agent,
Canadian Administrative Agent or any Lender in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to Administrative Agent, Canadian Administrative
Agent or any Lender at law or in equity or otherwise. Neither this Agreement nor
any terms hereof may be amended, modified, supplemented, waived, discharged,
terminated or otherwise changed unless such amendment, modification, supplement,
waiver, discharge, termination or other change is in writing signed by Company,
European Holdco and the Required Lenders, provided that, no such amendment,
modification, supplement, waiver, discharge, termination or other change shall,
without the consent of each Lender (other than a Defaulting Lender) (with
Obligations directly affected thereby in the case of the following clause (i)):

                           (i) extend the final scheduled maturity of any Loan
or Note (or extend the stated maturity of any Letter of Credit beyond the
Multicurrency Revolver Termination Date), or reduce the rate or extend the time
of payment of interest or fees thereon except for waivers of Default Rate
interest, or reduce the principal amount thereof or extend the time of payment
or reduce the amount of any other amounts payable hereunder or under any other
Loan Document,

                           (ii) release all or substantially all of the
Guarantors or all or substantially all of the Collateral (except as expressly
provided in the Security Documents),

                           (iii) amend, modify or waive any provision of this
Section 12.1 (except for technical amendments with respect to additional
extensions of credit pursuant to Section 2.9 which afford the protections to
such additional extensions of credit of the type provided to the Term Loans on
the date hereof) or reduce any percentage specified in the definition of
Required Lenders,

                           (iv) consent to the assignment or transfer by any
Borrower of any of its rights and obligations under this Agreement;

provided, further, that no such amendment, modification, supplement, waiver,
discharge, termination or other change shall:

                                    (A) increase the Commitments of any Lender
over the amount thereof then in effect without the consent of such Lender (it
being understood that waivers or modifications of the definition of
Multicurrency Revolver Sublimit, Schedule 1.1(c), conditions precedent,
representations, warranties, covenants, Events of Default or Unmatured Events of
Default shall not constitute an increase of the Commitment of any Lender, and
that an increase in the available portion of any Commitment of any Lender shall
not constitute an increase in the Commitment of such Lender),

                                    (B) without the consent of DB and each
Facing Agent that has issued an outstanding Letter of Credit, amend, modify or
waive any provision of Section 2.10 or alter its rights or obligations with
respect to Letters of Credit,

                                    (C) without the consent of Administrative
Agent or Canadian Administrative Agent amend, modify or waive any provision of
Article XI as same applies to Administrative Agent or Canadian Administrative
Agent or any other provisions as same relates to the rights or obligations of
Administrative Agent or Canadian Administrative Agent,

                                    (D) without the consent of Administrative
Agent or Canadian Administrative Agent, amend, modify or waive any provisions
relating to the rights or obligations of Administrative Agent or Canadian
Administrative Agent under the other Loan Documents,

                                    (E) without the consent of the Majority
Lenders of each Facility which is being allocated a lesser prepayment, repayment
or commitment reduction, alter the required application of any prepayments or
repayments (or commitment reduction), as between the various Facilities pursuant
to clause (i) of the first sentence of Section 4.5(a) and the second and third
sentence of Section 4.5(a) (although the Required Lenders may waive in whole or
in part, any such prepayment, repayment or commitment reduction so long as the
application, as amongst the various Facilities, of any such prepayment,
repayment or commitment reduction which is still required to be made is not
altered),

                                    (F) without the consent of the Majority
Lenders of each Facility amend the definition of Majority Lenders,

                                    (G) without the consent of the Majority
Lenders of the Term Facilities affected thereby, amend the definition of Term
Pro Rata Share;

                                    (H) without the consent of the Supermajority
Lenders of the Facilities affected thereby, amend the definition of
Supermajority Lenders;

                                    (I) without the consent of the Majority
Lenders of the Multicurrency Revolving Facility, amend the definition of
Multicurrency Revolver Pro Rata Share; without the consent of the Majority
Lenders of the Canadian Revolving Facility, amend the definition of Canadian
Revolver Pro Rata Share,

                                    (J) without the consent of the Majority
Lenders of the Multicurrency Revolving Facility, amend the definition of
Multicurrency Revolver Sublimits or, except as provided in Section 12.1(b),
Schedule 1.1(b); or

                                    (K) without the consent of the Supermajority
Lenders of the applicable Facility, amend the definition of Scheduled Term
Repayments for such Facility.

                  (b) In addition to the amendments effected pursuant to the
foregoing Section 12.1(a), Schedules 1.1(b), and 1.1(d) may be amended as
follows:

                           (i) Schedules 1.1(b) and (d) will be amended to add
Foreign Subsidiaries of Company as additional Subsidiary Borrowers upon (A)
execution and delivery by Company, any such Subsidiary Borrower and
Administrative Agent of a Joinder Agreement in the form of Exhibit 12.1(b),
providing for a Multicurrency Revolver Sublimit acceptable to Administrative
Agent, (B) delivery to Administrative Agent of (1) to the extent not previously
delivered, the pledge and guarantee agreements required pursuant to Sections
7.12 and 7.14, (2) an opinion of counsel which covers the matters set forth in
Exhibit 5.1(d)(ii) with such exceptions as are reasonably satisfactory to
Administrative Agent and (3) such other documents with respect thereto as
Administrative Agent shall reasonably request.

                           (ii) Schedules 1.1(b) and (d) will be amended to
remove any Subsidiary as a Subsidiary Borrower upon (A) execution and delivery
by Company of a written request providing for such amendment and (B) repayment
in full of all outstanding Loans and other Obligations of such Subsidiary
Borrower.

                  (c) If, in connection with any proposed change, waiver,
discharge or termination of any of the provisions of this Agreement as
contemplated by clauses (a)(i) through (iv), inclusive, of the first proviso to
the third sentence of Section 12.1(a), the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then the applicable Borrower shall have the right to
replace each such non-consenting Lender or Lenders (or, at the option of
Borrowers if the respective Lender's consent is required with respect to less
than all Loans and/or Commitments, to replace only the respective Loans and/or
Commitments of the respective non-consenting Lender which gave rise to the need
to obtain such Lender's individual consent) with one or more Replacement Lenders
pursuant to Section 3.7 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed amendment, modification, supplement.
waiver, discharge, termination or other change.

                  (d) Notwithstanding the foregoing, upon the execution and
delivery of all documentation required by Administrative Agent to be delivered
pursuant to Section 2.9 in connection with an Additional Term Loan, this
Agreement shall be deemed amended without further action by any Lender to
reflect, as applicable, the new Lenders and the terms of such Additional Term
Loan.


         12.2 Further Assurances. Each Borrower agrees to do such further acts
and things and to execute and deliver to Administrative Agent and Canadian
Administrative Agent such additional agreements, powers and instruments, as
Administrative Agent or Canadian Administrative Agent may reasonably require or
reasonably deem advisable to carry into effect the purposes of this Agreement or
any of the Loan Documents or to better assure and confirm unto Administrative
Agent or Canadian Administrative Agent its rights, powers and remedies
hereunder.

         12.3 Notices, Etc. Except where telephonic instructions or notices are
authorized herein to be given, all notices, demands, instructions and other
communications required or permitted to be given to or made upon any party
hereto or any other Person shall be in writing and shall be personally delivered
or sent by registered or certified mail, postage prepaid, return receipt
requested, or by a reputable overnight or courier delivery service, or by
prepaid telex or telecopier, and shall be deemed to be given for purposes of
this Agreement on the third day after deposit in registered or certified mail,
postage prepaid, and otherwise on the date that such writing is delivered or
sent to the intended recipient thereof, or in the case of notice delivered by
telecopy, upon completion of transmission with a copy of such notice also being
delivered under any of the methods provided above, all in accordance with the
provisions of this Section 12.3. Unless otherwise specified in a notice sent or
delivered in accordance with the foregoing provisions of this Section 12.3,
notices, demands, instructions and other communications in writing shall be
given to or made upon the respective parties hereto at their respective
addresses (or to their respective telex, TWX or telecopier numbers) indicated on
Schedule 12.3 hereto or, in the case of any Assignee, on its signature page to
its Assignment and Assumption Agreement and, in the case of telephonic
instructions or notices, by calling the telephone number or numbers indicated
for such party on Schedule 12.3 hereto or such Assignment and Assumption
Agreement, as the case may be.

         12.4 Costs, Expenses and Taxes; Indemnification.

                  (a) Generally. Company and European Holdco, if any, agree
jointly and severally to pay promptly upon request by Administrative Agent (or
any Lender, in connection with any enforcement or atonement as provided below)
all reasonable costs and expenses in connection with the negotiation,
preparation, printing, typing, reproduction, execution, delivery and syndication
of this Agreement and the other Loan Documents and the documents and instruments
referred to herein and therein and any amendment, waiver, consent relating
hereto or thereto or other modifications of (or supplements to) any of the
foregoing and any and all other documents and instruments furnished pursuant
hereto or thereto or in connection herewith or therewith, including without
limitation, the reasonable fees and out-of-pocket expenses of Winston & Strawn,
special counsel to Administrative Agent, and any local counsel retained by
Administrative Agent relative thereto, other Attorney Costs, independent public
accountants and other outside experts retained by Administrative Agent in
connection with the administration of this Agreement and the other Loan
Documents, and all reasonable search fees, appraisal fees and expenses, filing
and recording fees and all reasonable costs and expenses (including, without
limitation, Attorney Costs), if any, in connection with the enforcement of this
Agreement, any of the Loan Documents or any other agreement furnished pursuant
hereto or thereto or in connection herewith or therewith. In addition, Company
and European Holdco agree jointly and severally to pay any and all present and
future stamp, transfer, excise and other similar taxes payable or determined to
be payable in connection with the execution and delivery of this Agreement, any
Loan Document, or the making of any Loan, and each agrees to save and hold
Administrative Agent, Canadian Administrative Agent and each Lender harmless
from and against any and all liabilities with respect to or resulting from any
delay by any Borrower in paying, or omission by any Borrower to pay, such taxes.
Any portion of the foregoing fees, costs and expenses which remains unpaid more
than thirty (30) days following Administrative Agent's, Canadian Administrative
Agent's or any Lender's statement and the due date thereof shall bear interest
from the date of such due date at the Default Rate.

                  (b) Indemnification. Company and European Holdco agree jointly
and severally to indemnify and hold harmless DBSI, Syndication Agent,
Co-Documentation Agents, Administrative Agent, Canadian Administrative Agent and
each Lender and each director, officer, employee, agent, attorney and Affiliate
of DBSI, Syndication Agent, Co-Documentation Agents, Administrative Agent,
Canadian Administrative Agent and each Lender (each such Person an "Indemnified
Person" and collectively, the "Indemnified Persons") from and against all
losses, claims, damages, obligations (including removal or remedial actions),
reasonable expenses or liabilities (not including Excluded Taxes and Taxes as to
which Borrowers are not required to make any payment of additional amounts
pursuant to Section 4.7(c) hereof) to which such Indemnified Person may become
subject, insofar as such losses, claims, damages, penalties, obligations
(including removal or remedial actions), reasonable expenses or liabilities (or
actions, suits or proceedings including any investigation or claims in respect
thereof (whether or not Administrative Agent, Canadian Administrative Agent or
any Lender is a party thereto)) arise out of, in any way relate to, or result
from the transactions contemplated by this Agreement or any of the other Loan
Documents and to reimburse each Indemnified Person upon their demand, for any
Attorney Costs or other reasonable expenses incurred in connection with
investigating, preparing to defend or defending any such loss, claim, damage,
liability, action or claim; provided, however,

                           (i) that no Indemnified Person shall have the right
to be so indemnified hereunder for any loss, claim, damage, penalties,
obligations, expense or liability to the extent it arises or results from the
gross negligence or willful misconduct of such Indemnified Person or from such
Indemnified Person's breach of its obligations under this Agreement as finally
determined by a court of competent jurisdiction and

                           (ii) that nothing contained herein shall affect the
express contractual obligations of the Lenders to Borrowers contained herein.

If any action, suit or proceeding arising from any of the foregoing is brought
against Administrative Agent, Canadian Administrative Agent, any Lender or any
other Person indemnified or intended to be indemnified pursuant to this Section
12.4, Company and European Holdco will, if requested by Administrative Agent,
Canadian Administrative Agent, any Lender or any such Indemnified Person, resist
and defend such action, suit or proceeding or cause the same to be resisted and
defended by counsel reasonably satisfactory to the Person or Persons indemnified
or intended to be indemnified. The Indemnified Persons shall, unless
Administrative Agent, Canadian Administrative Agent, a Lender or other
Indemnified Person has made the request described in the preceding sentence and
such request has been complied with, have the right to employ their own counsel
(or (but not as well as) staff counsel) to investigate and control the defense
of any matter covered by such indemnity and the reasonable fees and expenses of
such counsel shall be at the expense of the indemnifying party; provided,
however, that in any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, Company and European Holdco shall not be liable for fees and
expenses of more than one counsel (in addition to any local counsel), which
counsel shall be designated by Administrative Agent provided, further, however,
each Indemnified Person shall have the right to employ separate counsel in any
such inquiry, action, claim or proceeding and to control the defense thereof,
and the reasonable fees and expenses of such counsel shall be at the expense of
Company and European Holdco if (i) Company and European Holdco shall have agreed
in writing to pay such fees and expenses or (ii) such Indemnified Person shall
have notified Company and European Holdco that it has been advised by counsel
that there may be one or more legal defenses available to such Indemnified
Person that are different from or additional to those available to the other
Indemnified Persons and that such common representation would adversely impact
the adequacy of the proposed representation. Excluding any loss, cost, liability
or damage arising out of the gross negligence or willful misconduct of any
Indemnified Person as determined by a court of competent jurisdiction in a final
non-appealable judgment, Company and European Holdco further agree jointly and
severally to indemnify and hold each Indemnified Person harmless from all loss,
reasonable cost (including Attorney Costs), liability and damage whatsoever
incurred by any Indemnified Person by reason of any violation of any
Environmental Laws or Environmental Permits or for the Release or Threatened
Release of any Contaminants into the environment for which Company or any of its
Subsidiaries has any liability or which is related to any property currently or
formerly owned, leased or operated by or on behalf of Company or any of its
Subsidiaries, or by reason of the imposition of any Environmental Lien or which
occurs by a breach of any of the representations, warranties or covenants
relating to environmental matters contained herein, provided that, with respect
to any liabilities arising from acts or failure to act for which Company or any
of its Subsidiaries is strictly liable under any Environmental Law or
Environmental Permit, Company's and European Holdco's obligation to each
Indemnified Person under this indemnity shall likewise be without regard to
fault on the part of Company or any such Subsidiary. To the extent that the
undertaking to indemnify, pay or hold harmless Administrative Agent, Canadian
Administrative Agent, any Lender or other Indemnified Person as set forth in
this Section 12.4 may be unenforceable because it is violative of any law or
public policy, Company shall make the maximum contribution to the payment and
satisfaction of each of the indemnified liabilities which is permissible under
applicable law. The obligations of Company and European Holdco under this
Section 12.4 shall survive the termination of this Agreement and the discharge
of Company's and European Holdco's other Obligations hereunder.

                  (c) Foreign Exchange Indemnity. If any sum due from any
Borrower under this Agreement or any order or judgment given or made in relation
hereto has to be converted from the currency (the "first currency") in which the
same is payable hereunder or under such order or judgment into another currency
(the "second currency") for the purpose of (i) making or filing a claim or proof
against any Borrower with any Governmental Authority or in any court or
tribunal, or (ii) enforcing any order or judgment given or made in relation
hereto, Company and European Holdco shall indemnify and hold harmless each of
the Persons to whom such sum is due from and against any loss actually suffered
as a result of any discrepancy between (a) the rate of exchange used to convert
the amount in question from the first currency into the second currency, and (b)
the rate or rates of exchange at which such Person, acting in good faith in a
commercially reasonable manner, purchased the first currency with the second
currency after receipt of a sum paid to it in the second currency in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.
The foregoing indemnity shall constitute a separate obligation of Company and
European Holdco distinct from its other obligations hereunder and shall survive
the giving or making of any judgment or order in relation to all or any of such
other obligations.

         12.5 Confirmations. Each Borrower and each holder of any portion of the
Obligations agrees from time to time, upon written request received by it from
the other, to confirm to the other in writing (with a copy of each such
confirmation to Administrative Agent) the aggregate unpaid principal amount of
the Loan or Loans and other Obligations then outstanding.

         12.6 Adjustment; Setoff.

                  (a) If any lender (a "Benefited Lender") shall at any time
receive any payment of all or part of its Loans, or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
setoff, pursuant to events or proceedings of the nature referred to in Section
10.1(e) or Section 10.1(f) hereof, or otherwise) in a greater proportion than
any such payment to and collateral received by any other Lender in respect of
such other Lender's Loans or interest thereon, such Benefited Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Loans, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
Benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each Lender; provided, however, that if all or any portion
of such excess payment or benefits is thereafter recovered from such Benefited
Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest. Each Borrower
agrees that each Lender so purchasing a portion of another Lender's Loans may
exercise all rights of payment (including, without limitation, rights of setoff)
with respect to such portion as fully as if such Lender were the direct holder
of such portion.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to
Borrowers, any such notice being expressly waived by Borrowers, upon the
occurrence and during the continuance of an Event of Default, to setoff and
apply against any Obligations, whether matured or unmatured, of any Borrower or
any Credit Party to such Lender, any amount owing from such Lender to such
Borrower or Credit Party, at or at any time after, the happening of any of the
above-mentioned events, and the aforesaid right of setoff may be exercised by
such Lender against any Borrower or Credit Party or against any trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receivers, administrator, administrative receiver, court appointed monitor or
other similar official, or execution, judgment or attachment creditor of such
Borrower or Credit Party, or against anyone else claiming through or against,
such Borrower or Credit Party or such trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receivers, administrator,
administrative receiver, court appointed monitor or other similar official, or
execution, judgment or attachment creditor, notwithstanding the fact that such
right of setoff shall not have been exercised by such Lender prior to the
making, filing or issuance, or service upon such Lender of, or of notice of, any
such petition, assignment for the benefit of creditors, appointment or
application for the appointment of a receiver, administrator, administrative
receiver, court appointed monitor or other similar official, or issuance of
execution, subpoena, order or warrant. Each Lender agrees promptly to notify
Company and Administrative Agent after any such setoff and application made by
such Lender, provided that, the failure to give such notice shall not affect the
validity of such setoff and application.

                  (c) Each Borrower expressly agrees that to the extent such
Borrower makes a payment or payments and such payment or payments, or any part
thereof, are subsequently invalidated, declared to be fraudulent or
preferential, set aside or are required to be repaid to a trustee, receiver,
administrator, administrative receiver, court appointed monitor or other similar
official, or any other party under any bankruptcy act, state or federal law,
common law, rule, regulation or equitable cause in any jurisdiction, then to the
extent of such payment or repayment, the Indebtedness to the Lenders or part
thereof intended to be satisfied shall be revived and continued in full force
and effect as if said payment or payments had not been made.

         12.7 Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
but one and the same Agreement.

         12.8 Binding Effect; Assignment; Addition and Substitution of Lenders.

                  (a) This Agreement shall be binding upon, and inure to the
benefit of, Borrowers, Administrative Agent, the Lenders, all future holders of
the Notes and their respective successors and assigns; provided, however, that
no Borrower may assign its rights or obligations hereunder or in connection
herewith or any interest herein (voluntarily, by operation of law or otherwise)
without the prior written consent of the Lenders.

                  (b) Each Lender may at any time sell to one or more banks or
other entities ("Participants") participating interests in all or any portion of
its Commitment and Loans or participation in Letters of Credit or any other
interest of such Lender hereunder (in respect of any Lender, its "Credit
Exposure"). In the event of any such sale by a Lender of participating interests
to a Participant, such Lender's obligations under this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, and Borrowers, Canadian Administrative Agent and Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. At the time of the
sale of a participating interest, the Lender transferring the interest (i) shall
cause the Participant to provide the forms required under Section 4.7(d) as if
such Participant became a Lender on the date of the sale and (ii) shall, if
required under applicable law, deliver revised forms in accordance Section
4.7(d) reflecting the portion of the interest sold and the portion of the
interest retained. Further, the Participant shall be subject to the obligations
of Section 3.6 and Section 4.7 as if such Participant was a Lender. Each
Borrower agrees that if amounts outstanding under this Agreement or any of the
Loan Documents are due or unpaid, or shall have been declared or shall have
become due and payable upon the occurrence and during the continuance of an
Event of Default, each Participant shall be deemed to have the right of setoff
in respect of its participating interest in amounts owing under this Agreement
and the Loan Documents to the same extent as if the amount of its participating
interest were owing directly to it as a Lender under this Agreement or any other
Loan Document; provided, however, that such right of setoff shall be subject to
the obligation of such Participant to share with the Lenders, and the Lenders
agree to share with such Participant, as provided in Section 12.6. Each Borrower
also agrees that each Participant shall be entitled to the benefits of Section
3.6 and Section 4.7 with respect to its participation in the Loans outstanding
from time to time, as if such Participant becomes a Lender on the date it
acquired an interest pursuant to this Section 12.8(b); provided that, no
participation shall be made to any Person under this section if, at the time of
such participation, the Participant's benefits under Section 3.6 or Section 4.7
would be greater than the benefits that the participating Lender was entitled to
under Section 3.6 or Section 4.7 (and if any participation is made in violation
of the foregoing, the Participant will not be entitled to the incremental
amounts). Each Lender agrees that any agreement between such Lender and any such
Participant in respect of such participating interest shall not restrict such
Lender's right to approve or agree to any amendment, restatement, supplement or
other modification to, waiver of, or consent under, this Agreement or any of the
Loan Documents except to the extent that any of the forgoing would (i) extend
the final scheduled maturity of any Loan or Note in which such Participant is
participating (it being understood that amending the definition of any Scheduled
Term Repayment (other than any Term Maturity Date), shall not constitute an
extension of the final scheduled maturity of any Loan or Note) or extend the
stated maturity of any Letter of Credit in which such Participant is
participating beyond the Multicurrency Revolver Termination Date, or reduce the
rate or extend the time of payment of interest or fees on any such Loan, Note or
Letter of Credit (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the Participant's participation over the amount
thereof then in effect (it being understood that waivers or modifications of
conditions precedent, covenants, representations, warranties, Events of Default
or Unmatured Events of Default or of a mandatory reduction in Commitments shall
not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any
Participant if the Participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by any Borrower of any of
its rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Loan Documents) supporting the Loans and/or Letters
of Credit hereunder in which such Participant is participating. Notwithstanding
the foregoing, prior to any CAM Exchange, no Lender shall sell participations of
Canadian Revolving Loans or Canadian Revolving Commitments to any Person that is
not a resident of Canada for purpose of the ITA or is not deemed to be resident
in Canada for the purposes of Part XIII of the ITA.

                  (c) Any Lender may at any time assign to one or more Eligible
Assignees, including an Affiliate thereof (each an "Assignee"), all or any part
of its Credit Exposure pursuant to an Assignment and Assumption Agreement,
provided that no assignment shall be made to any Person under this Section
12.8(c) if, at the time of such assignment, the Assignee's benefits under
Section 3.6 or Section 4.7 would be greater than the benefits that the assigning
Lender was entitled to under Section 3.6 or Section 4.7 (and if any assignment
is made in violation of the foregoing, the Assignee will not be entitled to the
incremental amounts) and provided, further, that, any assignment of all or any
portion of any Lender's Credit Exposure to an Assignee other than an Affiliate
of such Lender or another Lender, or in the case of a Lender that is a Fund, any
Related Fund of any Lender (i) shall be an assignment of its Credit Exposure in
an amount not less than the Dollar Equivalent of $5,000,000 for the
Multicurrency Revolving Loan Facility or Canadian Revolving Facility and
$1,000,000 for the Term Facilities (treating any Fund and its Related Funds as a
single Eligible Assignee) (or if less the entire amount of Lender's Credit
Exposure with respect to such Facility, provided, that, if such Lender and its
Affiliates (or in the case of a Fund and its Related Funds) collectively hold
Credit Exposure at least equal to such minimum amounts, such Affiliates and/or
Related Funds must simultaneously assign Credit Exposure such that the aggregate
Credit Exposure assigned satisfies such minimum amount) and (ii) shall require
the prior written consent of Administrative Agent (not to be unreasonably
withheld) and, provided no Event of Default then exists and is continuing,
Company (the consent of Company not to be unreasonably withheld or delayed;
provided, however, that prior to the Syndication Date, assignments by
Administrative Agents shall not require the consent of Company), and; provided,
further, that notwithstanding the foregoing limitations, any Lender may at any
time assign all or any part of its Credit Exposure to any Affiliate of such
Lender or to any other Lender (or in the case of a Lender which is a Fund, to
any Related Fund of such Lender). Upon execution of an Assignment and Assumption
Agreement and the payment of a nonrefundable assignment fee of $3,500 (provided
that no such fee shall be payable upon assignments by any Lender which is a Fund
to one or more Related Funds) in immediately available funds to Administrative
Agent at its Payment Office in connection with each such assignment, written
notice thereof by such transferor Lender to Administrative Agent and the
recording by Administrative Agent or Canadian Administrative Agent of such
assignment and the resulting effect upon the Loans and Multicurrency Revolving
Commitment and Canadian Revolving Commitment of the assigning Lender and the
Assignee, the Assignee shall have, to the extent of such assignment, the same
rights, benefits and obligations as it would have if it were a Lender hereunder
and the holder of the Obligations (provided that Company, Canadian
Administrative Agent and Administrative Agent shall be entitled to continue to
deal solely and directly with the assignor Lender in connection with the
interests so assigned to the Assignee until written notice of such assignment,
together with payment instructions, addresses and related information with
respect to the Assignee, shall have been given to Company, Canadian
Administrative Agent and Administrative Agent by the assignor Lender and the
Assignee) and, if the Assignee has expressly assumed, for the benefit of
Borrowers, some or all of the transferor Lender's obligations hereunder, such
transferor Lender shall be relieved of its obligations hereunder to the extent
of such assignment and assumption, and except as described above, no further
consent or action by Company, the Lenders, Canadian Administrative Agent or
Administrative Agent shall be required. At the time of each assignment pursuant
to this Section 12.8(c) to a Person which is not already a Lender hereunder, the
respective Assignee shall provide to Company and Administrative Agent the
appropriate forms and certificates as provided in Section 4.7(d), if applicable.
Each Assignee shall take such Credit Exposure subject to the provisions of this
Agreement and to any request made, waiver or consent given or other action taken
hereunder, prior to the receipt by Administrative Agent and Company of written
notice of such transfer, by each previous holder of such Credit Exposure. Such
Assignment and Assumption Agreement shall be deemed to amend this Agreement and
Schedule 1.1(a) hereto, to the extent, and only to the extent, necessary to
reflect the addition of such Assignee as a Lender and the resulting adjustment
of all or a portion of the rights and obligations of such transferor Lender
under this Agreement, the Maximum Commitment, the determination of its Term Pro
Rata Share, Canadian Revolver Pro Rata Share or Multicurrency Revolver Pro Rata
Share, as the case may be (in each case, rounded to twelve decimal places), the
Loans, any outstanding Letters of Credit and any new Notes, if requested, to be
issued, at Borrowers' expense, to such Assignee, and no further consent or
action by Company or the Lenders shall be required to effect such amendments.

                  (d) Each Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning Company
and any Subsidiary of Company which has been delivered to such Lender by any
Borrower pursuant to this Agreement or which has been delivered to such Lender
by any Borrower in connection with such Lender's credit evaluation of such
Borrower prior to entering into this Agreement, provided that, such Transferee
or prospective Transferee agrees to treat any such information which is not
public as confidential in accordance with the terms of Section 12.18 hereof.

                  (e) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time pledge or assign all or any portion of its
rights under this Agreement and the other Loan Documents (including, without
limitation, the Notes held by it, but excluding prior to any CAM Exchange, all
or any portion of its rights related to Canadian Revolving Loans, including
without limitation, the Canadian Revolving Note held by it, if any) to any
Federal Reserve Bank in accordance with Regulation A of the Federal Reserve
Board without notice to, or the consent of, any Borrower, provided that, no such
pledge or assignment of a security interest under this Section 12.8(e) shall
release a Lender from any obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto. Any Lender which is a fund may
pledge all or any portion of its Notes or Loans to its trustee in support of its
obligations to its trustee. No such pledge or assignment shall release the
transferor Lender from its obligations hereunder.

         12.9 CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL.

                  (a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK, NEW YORK OR COURTS OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH CREDIT PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS. EACH CREDIT PARTY HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND
EMPOWERS CT CORPORATION SYSTEM WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH
AVENUE, NEW YORK, NEW YORK 10011 AS ITS DESIGNEE, APPOINTEE AND ADMINISTRATIVE
AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT
OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND
DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY
REASON SUCH DESIGNEE, APPOINTEE AND ADMINISTRATIVE AGENT SHALL CEASE TO BE
AVAILABLE TO ACT AS SUCH, EACH CREDIT PARTY AGREES TO DESIGNATE A NEW DESIGNEE,
APPOINTEE AND ADMINISTRATIVE AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE
PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT UNDER
THIS AGREEMENT. EACH CREDIT PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO SUCH CREDIT PARTY, AT ITS ADDRESS SET FORTH IN SECTION 12.3, SUCH
SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY LENDER
OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH CREDIT PARTY
IN ANY OTHER JURISDICTION.

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

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION,
INCLUDING WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (A) ABOVE, IN RESPECT
OF ANY MATTER ARISING OUT OF OR DIRECTLY RELATING TO THIS AGREEMENT.

         12.10 Release of Collateral. The Collateral and any other collateral
security for the Obligation shall be released from any security interest or Lien
created by the Loan Documents at such time as no Commitment by any Lender
remains outstanding to any Borrower hereunder and after no Borrower shall have
any Obligations or Loans of any kind then outstanding to Administrative Agent,
Canadian Administrative Agent and the Lenders under this Agreement or any of the
Loan Documents; and Administrative Agent and the Lenders shall then deliver to
Borrowers all collateral held under the Loan Documents and related documents in
the custody or possession of Administrative Agent and, if requested by any
Borrower, shall execute and deliver to such Borrower for filing in each office
in which any financing statement relative to such collateral, or any part
thereof, shall have been filed, a termination statement under the Uniform
Commercial Code or like statute in any other jurisdiction releasing
Administrative Agent's interest therein, and such other documents and
instruments as such Borrower may reasonably request, all without recourse upon,
or warranty whatsoever by, Administrative Agent, and at the cost and expense of
the applicable Borrower.

         12.11 GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID
STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

         12.12 Severability of Provisions. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

         12.13 Transfers of Notes. In the event that the holder of any Note
(including any Lender) shall transfer such Note, it shall immediately advise
Administrative Agent and Company of such transfer, and Administrative Agent and
Company shall be entitled conclusively to assume that no transfer of any Note
has been made by any holder (including any Lender) unless and until
Administrative Agent and Company shall have received written notice to the
contrary. Except as otherwise provided in this Agreement or as otherwise
expressly agreed in writing by all of the other parties hereto, no Lender shall,
by reason of the transfer of a Note or otherwise, be relieved of any of its
obligations hereunder. Each transferee of any Note shall take such Note subject
to the provisions of this Agreement and to any request made, waiver or consent
given or other action taken hereunder, prior to the receipt by Administrative
Agent and Company of written notice of such transfer, by each previous holder of
such Note, and, except as expressly otherwise provided in such transfer,
Administrative Agent and Company shall be entitled conclusively to assume that
the transferee named in such notice shall hereafter be vested with all rights
and powers under this Agreement with respect to the Pro Rata Share of the Loans
of the Lender named as the payee of the Note which is the subject of such
transfer.

         12.14 Registry. Each Borrower hereby designates Administrative Agent to
serve as Borrowers' agent, solely for purposes of this Section 12.14 to maintain
a register (the "Register") on which it will record the Commitment from time to
time of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation shall not
affect Borrowers' obligations in respect of such Loans. With respect to any
Lender, the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Loan made pursuant to such Commitment shall
not be effective until such transfer is recorded on the Register maintained by
Administrative Agent with respect to ownership of such Commitment and Loans and
prior to such recordation all amounts owing to the transferor with respect to
such Commitments and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitment and
Loans shall be recorded by Administrative Agent on the Register only upon the
acceptance by Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with
the delivery of such an Assignment and Assumption Agreement to Administrative
Agent for acceptance and registration of assignment or transfer of all or part
of a Loan, or as soon thereafter as practicable, the assigning or transferor
Lender shall surrender the Note evidencing such Loan, and thereupon, if
requested by the assigning or transferor Lender or new Lender, one or more new
Notes in the same aggregate principal amount then owing to such assignor or
transferor Lender shall be issued to the assigning or transferor Lender and/or
the new Lender.

         12.15 Euro Currency.

                  (a) The following provisions of this Section 12.15 shall come
into effect on and from the date on which the United Kingdom becomes a
Participating Member State. Each obligation under this Agreement which has been
denominated in Sterling shall be redenominated into Euros in accordance with the
relevant EMU Legislation. However if and to the extent that the relevant EMU
Legislation provides that an amount which is denominated in Sterling can be paid
by the debtor either in Euros or in that national currency unit, each party to
this Agreement shall be entitled to pay or repay any amount denominated or owing
in Sterling hereunder either in Euros or in Sterling. Without prejudice and in
addition to any method of conversion or rounding prescribed by any relevant EMU
Legislation, (i) each reference in this Agreement to a minimum amount (or an
integral multiple thereof) in Sterling shall be replaced by a reference to such
reasonably comparable and convenient amount (or an integral multiple thereof) in
Euros as Administrative Agent may from time to time specify and (ii) except as
expressly provided in this Section 12.15, this Agreement shall be subject to
such reasonable changes of construction as Administrative Agent may from time to
time specify to be necessary or appropriate to reflect the introduction of or
changeover to Euros in the United Kingdom.

                  (b) Company, European Holdco and Subsidiary Borrowers agree,
at the request to any Lender or any Facing Agent, to compensate such Lender or
the respective Facing Agent for any loss, cost, expense or reduction in return
that such Lender or such Facing Agent shall reasonably determine shall be
incurred or sustained by such Lender or such Facing Agent as a result of the
implementation of Section 12.15(a) that would not have been incurred or
sustained by such Lender or such Facing Agent but for the transactions provided
for herein. A certificate of any such Lender or the respective Facing Agent
setting forth such Lender's or such Facing Agent's determination of the amount
or amounts necessary to compensate such Lender or such Facing Agent shall be
delivered to Administrative Agent for delivery to the applicable Borrower and
shall be conclusive absent manifest error so long as such determination is made
by such Lender or such Facing Agent on a reasonable basis. The applicable
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

         12.16 Headings. The Table of Contents and Article and Section headings
used in this Agreement are for convenience of reference only and shall not
affect the construction of this Agreement.

         12.17 Termination of Agreement. This Agreement shall terminate when the
Commitment of each Lender has terminated and all outstanding Obligations and
Loans have been paid in full and all Letters of Credit have expired or been
terminated; provided, however, that the rights and remedies of Administrative
Agent, Canadian Administrative Agent and each Lender with respect to any
representation and warranty made by any Credit Party pursuant to this Agreement
or any other Loan Document, and the indemnification and expense reimbursement
provisions contained in this Agreement and any other Loan Document, shall be
continuing and shall survive any termination of this Agreement or any other Loan
Document.

         12.18 Confidentiality. Each of the Lenders severally agrees to keep
confidential all non-public information pertaining to Company and its
Subsidiaries which is provided to it by any such parties in accordance with such
Lender's customary procedures for handling confidential information of this
nature and in a prudent fashion, and shall not disclose such information to any
Person except:

                  (a) to the extent such information is public when received by
such Lender or becomes public thereafter due to the act or omission of any party
other than a Lender,

                  (b) to an Affiliate of such Lender, counsel or auditors of
such Lender, accountants and other consultants, in connection with the Loan
Documents, retained by Administrative Agent, Canadian Administrative Agent or
any Lender,

                  (c) in connection with any litigation or the enforcement of
the rights of any Lender, Administrative Agent or Canadian Administrative Agent
under this Agreement or any other Loan Document,

                  (d) to the extent required by any applicable statute, rule or
regulation or court order (including, without limitation, by way of subpoena) or
pursuant to the request of any Governmental Authority having or asserting
jurisdiction over any Lender, Canadian Administrative Agent or Administrative
Agent; provided, however, that in such event, if the Lender(s) are able to do
so, the Lender shall provide Company with prompt notice of such requested
disclosure so that Borrowers may seek a protective order or other appropriate
remedy, and, in any event, the Lenders will endeavor in good faith to provide
only that portion of such information which, in the reasonable judgment of the
Lender(s), is relevant and legally required to be provided, or to any nationally
recognized rating agency that requires access to information about a Lender's
investment portfolio in connection with rating issued with respect to such
Lender.

                  (e) to the extent disclosure to other entities is appropriate
in connection with any proposed or actual assignment, grant of a participation
or swap agreement entered into by any of the Lenders with respect to interests
in this Agreement and/or any of the other Loan Documents to such other entities
(who will in turn be required to maintain confidentiality as if they were
Lenders parties to this Agreement). In no event shall Administrative Agent,
Canadian Administrative Agent or any Lender be obligated or required to return
any such information or other materials furnished by Borrowers.

         12.19 Concerning the Collateral and the Loan Documents.

                  (a) Authority. Each Lender authorizes and directs DB to act as
collateral agent and to enter into the Loan Documents relating to the Collateral
for the benefit of the Lenders and the other secured parties. Each Lender agrees
that any action taken by Administrative Agent, Canadian Administrative Agent or
the Required Lenders (or, where required by the express terms, hereof, a
different proportion of the Lenders) in accordance with the provisions hereof or
of the other Loan Documents, and the exercise by Administrative Agent, Canadian
Administrative Agent or the Required Lenders (or, where so required, such
different proportion) of the powers set forth herein or therein, together with
such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of the Lenders. Without limiting the generality of the
foregoing, Administrative Agent and Canadian Administrative Agent shall have the
sole and exclusive right and authority to (i) act as the disbursing and
collecting agent for the Lenders with respect to all payments and collections
arising in connection herewith and with the Loan Documents relating to the
Collateral; (ii) execute and deliver each Loan Document relating to the
Collateral and accept delivery of each such agreement delivered by Company or
any of its Subsidiaries, (iii) act as collateral trustee for the Lenders for
purposes stated therein to the extent such action is provided for under the Loan
Documents; (iv) manage, supervise and otherwise deal with the Collateral; (v)
take such action as is necessary or desirable to maintain the perfection and
priority of the security interests and liens created or purported to be created
by the Loan Documents, and (vi) except as may be otherwise specifically
restricted by the terms hereof or of any other Loan Document, exercise all
remedies given to Administrative Agent, Canadian Administrative Agent or the
Lenders with respect to the Collateral under the Loan Documents relating
thereto, applicable law or otherwise.

                  (b) Release of Collateral.

                           (i) Administrative Agent, Canadian Administrative
Agent and the Lenders hereby direct Administrative Agent to release, in
accordance with the terms hereof, any Lien held by Administrative Agent under
the Security Documents:

                                    (A) against all of the Collateral, upon
payment in full of the Loans and Obligations and termination hereof;

                                    (B) against any part of the Collateral sold
or disposed of by Company or any of its Subsidiaries to the extent such sale or
disposition is permitted hereby (or permitted pursuant to a waiver or consent of
a transaction otherwise prohibited hereby);

                                    (C) so long as no Event of Default or
Unmatured Event of Default has occurred and is continuing, in the sole
discretion of Administrative Agent upon the request of any Borrower, against any
part of the Collateral with a fair market value of less than $10,000,000 in the
aggregate during the term of this Agreement as such fair market value may be
certified to Administrative Agent by such Borrower in an officer's certificate
acceptable in form and substance to Administrative Agent; and

                                    (D) against a part of the Collateral which
release does not require the consent of all of the Lenders as set forth in
Section 12.1(a)(ii), if such release is consented to by the Required Lenders;

provided, however, that (y) Administrative Agent shall not be required to
execute any such document on terms which, in its opinion, would expose it to
liability or create any obligation or entail any consequence other than the
release of such Liens without recourse or warranty, and (z) such release shall
not in any manner discharge, affect or impair the Obligations or any Liens upon
(or obligations of Company or any of its Subsidiaries in respect of) all
interests retained by Company and/or any of its Subsidiaries, including (without
limitation) the proceeds of any sale, all of which shall continue to constitute
part of the Collateral.

                           (ii) Each of the Lenders hereby directs
Administrative Agent to execute and deliver or file such termination and partial
release statements and comparable release documents under foreign law and such
other things as are necessary to release Liens to be released pursuant to this
Section 12.19 promptly upon the effectiveness of any such release or enter into
intercreditor agreements contemplated or permitted herein.

                  (c) No Obligation. Administrative Agent shall have no
obligation whatsoever to any Lender or to any other Person to assure that the
Collateral exists or is owned by Company or any of its Subsidiaries or is cared
for, protected or insured or has been encumbered or that the Liens granted to
Administrative Agent herein or pursuant to the Loan Documents have been properly
or sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise at all or in any particular
manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to
Administrative Agent in any of the Loan Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission or event related
thereto, Administrative Agent may act in any manner it may deem appropriate, in
its sole discretion, given Administrative Agent's own interests in the
Collateral as one of the Lenders and that Administrative Agent shall not have
any duty or liability whatsoever to any Lender, provided that, notwithstanding
the foregoing, Administrative Agent shall be responsible for its grossly
negligent actions or actions constituting intentional misconduct.

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

         12.21 Intentionally Omitted.

         12.22 Restrictions on Guarantees and Pledges. Notwithstanding any
provision to the contrary in any Loan Document (except for Section 7.12(a)(iv),
Section 7.12(a)(v), and Section 7.14 of this Agreement), (A) neither Company nor
any Domestic Subsidiary of Company (individually or in combination) shall pledge
more than 65% of the stock of any Foreign Subsidiary (or more than 65% of the
total combined voting power of all classes of stock of such Foreign Subsidiary
entitled to vote); (ii) no Foreign Subsidiary of Company shall pledge the stock
of any Subsidiary; and (iii) no Foreign Subsidiary shall provide any guarantees,
in each case, to secure any obligations of any Borrower that is a United States
person within the meaning of Code Section 7701(a)(30). For purposes of this
Section 12.22, Subsidiary shall include members of the BAP Group and any
Permitted Aerospace JV.

                                  ARTICLE XIII

                           COLLECTION ACTION MECHANISM

         13.1 Implementation of CAM.

                  (a) (i) On the CAM Exchange Date, to the extent not otherwise
prohibited by a Requirement of Law or otherwise, each Multicurrency Revolving
Lender shall immediately be deemed to have acquired (and shall promptly make
payment therefor to Swing Line Lender in accordance with Section 2.1(c)(iii))
participations in the Swing Line Loans in an amount equal to such Multicurrency
Revolving Lender's Multicurrency Revolver Pro Rata Share of each Swing Line Loan
outstanding on such date and (ii) except as provided in clause (iii) below, all
Loans outstanding in any currency other than Dollars ("Loans to be Converted")
shall be converted into Dollars (calculated on the basis of the relevant
Exchange Rates as of the Business Day immediately preceding the CAM Exchange
Date) ("Converted Loans"), (iii) on each date on or after the CAM Exchange Date
on which any B/As or B/A Equivalent Loans shall mature such B/As or B/A
Equivalent Loans ("Acceptances to be Converted") shall be converted into
Canadian Revolving Loans denominated in Dollars (calculated on the basis of the
Exchange Rate as of the Business Day immediately preceding such maturity date)
("Converted Acceptances") and (iv) on the CAM Exchange Date (with respect to
Loans described in the foregoing clause (ii)), and on the respective maturity
date (with respect to B/As and B/A Equivalent Loans described in the foregoing
clause (iii)) each Lender severally, unconditionally and irrevocably agrees that
it shall purchase or sell in U.S. Dollars a participating interest in the Loans
and Converted Acceptances in an amount equal to its CAM Percentage of (x) the
outstanding principal amount of the Loans and (y) the face amount of matured
B/As and B/A Equivalent Loans, as applicable, such that in lieu of the interest
of each Lender in each Facility in which it shall participate prior to the CAM
Exchange Date, such Lender shall hold an interest in every one of the Facilities
whether or not such Lender shall have previously participated therein, equal to
such Lender's CAM Percentage thereof on the CAM Exchange Date. All Converted
Loans and Converted Acceptances (which shall have been converted into Canadian
Revolving Loans denominated in U.S. Dollars) shall bear interest at the rate
which would otherwise be applicable to Base Rate Loans. Each Lender and each
Borrower hereby consents and agrees to the CAM Exchange, and each Lender agrees
that the CAM Exchange shall be binding upon its successors and assigns and any
person that acquires a participation in its interests in any Facility. Each
Borrower agrees from time to time to execute and deliver to Administrative Agent
all instruments and documents as Administrative Agent shall reasonably request
to evidence and confirm the respective interests of the Lenders after giving
effect to the CAM Exchange.

                  (b) If, for any reason, the Loans to be Converted or
Acceptances to be Converted, as the case may be, may not be converted into
Dollars in the manner contemplated by paragraph (a) of this Section 13.1, (i)
Administrative Agent shall determine the Dollar Equivalent of the Loans to be
Converted or Acceptances to be Converted, as the case may be (calculated on the
basis of the Exchange Rate as of the Business Day immediately preceding the date
on which such conversion would otherwise occur pursuant to paragraph (a) of this
Section 13.1) and such determination shall be utilized to determine the CAM
Percentage of each Lender and the participations to be exchanged.

                  (c) As a result of the CAM Exchange, upon and after the CAM
Exchange Date, each payment received by Administrative Agent, Canadian
Administrative Agent or Collateral Agent pursuant to any Loan Document in
respect of the Designated Obligations, and each distribution made by Collateral
Agent pursuant to any Security Document in respect of the Designated
Obligations, shall be distributed to the Lenders pro rata in accordance with
their respective CAM Percentages. Any direct payment received by a Lender upon
or after the CAM Exchange Date, including by way of setoff, in respect of a
Designated Obligation shall be paid over to Administrative Agent for
distribution to the Lenders in accordance herewith.

         13.2 Letters of Credit.

                  (a) In the event that on the CAM Exchange Date any Letter of
Credit shall be outstanding and undrawn in whole or in part, or any amount drawn
under a Letter of Credit shall not have been reimbursed either by Borrowers or
with the proceeds of a Multicurrency Revolving Loan, each Multicurrency
Revolving Lender shall promptly pay over to Administrative Agent, in immediately
available funds in the same currency as such Letter of Credit, in the case of
any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an
amount equal to such Multicurrency Revolving Lender's Multicurrency Revolver Pro
Rata Share of such undrawn face amount or (to the extent it has not already done
so) such unreimbursed drawing, as the case may be, together with interest
thereon from the CAM Exchange Date to the date on which such amount shall be
paid to Administrative Agent at the rate that would be applicable at the time to
a Base Rate Multicurrency Revolving Loan, in a principal amount equal to such
amount. Administrative Agent shall establish a separate interest bearing account
or accounts for each Lender (each, an "LC Reserve Account") for the amounts
received with respect to each such Letter of Credit pursuant to the preceding
sentence. Administrative Agent shall deposit in each Lender's LC Reserve Account
such Lender's CAM Percentage of the amounts received from the Multicurrency
Revolving Lenders as provided above. Administrative Agent shall have sole
dominion and control over each LC Reserve Account, and the amounts deposited in
each LC Reserve Account shall be held in such LC Reserve Account until withdrawn
as provided in paragraph (b), (c), (d) or (e) below. Administrative Agent shall
maintain records enabling it to determine the amounts paid over to it and
deposited in the LC Reserve Accounts in respect of each Letter of Credit and the
amounts on deposit in respect of each Letter of Credit attributable to each
Lender's CAM Percentage. The amounts held in each Lender's LC Reserve Account
shall be held as a reserve against the outstanding LC Obligations, shall be the
property of such Lender, shall not constitute Loans to or give rise to any claim
of or against any Credit Party and shall not give rise to any obligation on the
part of any Borrower to pay interest to such Lender, it being agreed that the
reimbursement obligations in respect of Letters of Credit shall arise only at
such times as drawings are made thereunder, as provided in Section 2.10.

                  (b) In the event that after the CAM Exchange Date any drawing
shall be made in respect of a Letter of Credit, Administrative Agent shall, at
the request of the respective Facing Agent, withdraw from the LC Reserve Account
of each Lender any amounts, up to the amount of such Lender's CAM Percentage of
such drawing, deposited in respect of such Letter of Credit and remaining on
deposit and deliver such amounts to such Facing Agent in satisfaction of the
reimbursement obligations of the Multicurrency Revolving Lenders under
subsection (f) of Section 2.10. In the event any Multicurrency Revolving Lender
shall default on its obligation to pay over any amount to Administrative Agent
in respect of any Letter of Credit as provided in this Section 13.2, the
respective Facing Agent shall, in the event of a drawing thereunder, have a
claim against such Multicurrency Revolving Lender to the same extent as if such
Lender had defaulted on its obligations under subsection (f) of Section 2.10,
but shall have no claim against any other Lender in respect of such defaulted
amount, notwithstanding the exchange of interests in Borrowers' reimbursement
obligations pursuant Section 13.1. Each other Lender shall have a claim against
such defaulting Multicurrency Revolving Lender for any damages sustained by it
as a result of such default, including, in the event such Letter of Credit shall
expire undrawn, its CAM Percentage of the defaulted amount.

                  (c) In the event that after the CAM Exchange Date any Letter
of Credit shall expire undrawn, Administrative Agent shall withdraw from the LC
Reserve Account of each Lender the amount remaining on deposit therein in
respect of such Letter of Credit and distribute such amount to such Lender.

                  (d) With the prior written approval of Administrative Agent
and the respective Facing Agent (not to be unreasonably withheld), any Lender
may withdraw the amount held in its LC Reserve Account in respect of the undrawn
amount of any Letter of Credit. Any Lender making such a withdrawal shall be
unconditionally obligated, in the event there shall subsequently be a drawing
under such Letter of Credit, to pay over to Administrative Agent, for the
account of such Facing Agent, on demand, its CAM Percentage of such drawing.

                  (e) Pending the withdrawal by any Lender of any amounts from
its LC Reserve Account as contemplated by the above paragraphs, Administrative
Agent will, at the direction of such Lender and subject to such rules as
Administrative Agent may prescribe for the avoidance of inconvenience, invest
such amounts in Cash and Cash Equivalents. Each Lender which has not withdrawn
its CAM Percentage of amounts in its LC Reserve Account as provided in paragraph
(d) above shall have the right, at intervals reasonably specified by
Administrative Agent, to withdraw the earnings on investments so made by
Administrative Agent with amounts in its LC Reserve Account and to retain such
earnings for its own account.

                                  ARTICLE XIV

                                COMPANY GUARANTY

         14.1 The Company Guaranty. In order to induce the Lenders to enter into
this Agreement and to extend credit hereunder and in recognition of the direct
and indirect benefits to be received by Company from the proceeds of the Loans
and the issuance of the Letters of Credit, Company hereby agrees with the
Lenders as follows: Company hereby unconditionally and irrevocably guarantees as
primary obligor and not merely as surety the full and prompt payment when due,
whether upon maturity, acceleration or otherwise, of any and all of the
Guaranteed Obligations of each Borrower (other than Company) to the Guaranteed
Creditors. If any or all of the Guaranteed Obligations of any Borrower (other
than Company) to the Guaranteed Creditors becomes due and payable hereunder,
Company unconditionally promises to pay such Guaranteed Obligations to the
Guaranteed Creditors, or order, on demand, together with any and all reasonable
expenses which may be incurred by Administrative Agent or the Lenders in
collecting any of the Guaranteed Obligations. If claim is ever made upon any
Guaranteed Creditor for repayment or recovery of any amount or amounts received
in payment or on account of any of the Guaranteed Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including any Borrower), then and in such event Company agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon Company,
notwithstanding any revocation of this guaranty or other instrument evidencing
any liability of any Borrower, and Company shall be and remain liable to the
aforesaid payees hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by any such payee.

         14.2 Insolvency. Additionally, Company unconditionally and irrevocably
guarantees the payment of any and all of the Guaranteed Obligations of each
Borrower to the Guaranteed Creditors whether or not due or payable by such
Borrower upon the occurrence of any of the events specified in Sections 10.1(e)
or (f) with respect to such Borrower, and unconditionally promises to pay such
Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, in
lawful money of the United States or the applicable Alternative Currency, as the
case may be.

         14.3 Nature of Liability. The liability of Company hereunder is
exclusive and independent of any security for or other guaranty of the
Guaranteed Obligations of any Borrower whether executed by Company, any other
guarantor or by any other party, and the liability of Company hereunder is not
affected or impaired by (a) any direction as to application of payment by any
Borrower or by any other party; or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the
Guaranteed Obligations of any Borrower; or (c) any payment on or reduction in
any such other guaranty or undertaking; or (d) any dissolution, termination or
increase, decrease or change in personnel by any Borrower; or (e) any payment
made to any Guaranteed Creditor on the Guaranteed Obligations which any such
Guaranteed Creditor repays to any Borrower pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding in any jurisdiction.

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

         14.5 Authorization. Any Guaranteed Creditor may (to the fullest extent
permitted by applicable law) at any time and from time to time in accordance
with the applicable provisions of the Credit Agreement without the consent of,
or notice to, Company, without incurring responsibility to Company and without
impairing or releasing the obligations of Company under this Article XIV, upon
or without any terms or conditions and in whole or in part:

                  (a) change the manner, place or terms of payment of, and/or
change or extend the time of payment of, renew, increase, accelerate or alter,
any of the Guaranteed Obligations (including any increase or decrease in the
rate of interest thereon), any security therefor, or any liability incurred
directly or indirectly in respect thereof (other than any agreement between any
Guaranteed Creditor and Company specifically modifying or amending the terms of
this Article XIV), and the guaranty herein made shall apply to the Guaranteed
Obligations as so changed, extended, renewed or altered;

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

                  (c) exercise or refrain from exercising any rights against any
Borrower or others or otherwise act or refrain from acting;

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

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

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

                  (g) consent to or waive any breach of, or any act, omission or
default under, this Agreement or any of the instruments or agreements referred
to herein; and/or

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

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

         14.7 Subordination. Any of the indebtedness of any Borrower (other than
Company) now or hereafter owing to Company is hereby subordinated to the
Guaranteed Obligations of any such Borrower owing to the Guaranteed Creditors;
and if Administrative Agent so requests at a time when an Event of Default shall
have occurred and is continuing, all such indebtedness relating to the
Guaranteed Obligations of Borrowers to Company shall be collected, enforced and
received by Company for the benefit of the Guaranteed Creditors and be paid over
to Administrative Agent on behalf of the Guaranteed Creditors on account of the
Guaranteed Obligations of Borrowers to the Guaranteed Creditors, but without
affecting or impairing in any manner the liability of Company under the other
provisions of this Article XIV. Without limiting the generality of the
foregoing, Company hereby agrees with the Guaranteed Creditors that it will not
exercise any right of subrogation which it may at any time otherwise have as a
result of this guaranty (whether contractual, under Section 509 of the
Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
irrevocably paid in full in cash and all Commitments terminated.

         14.8 Waiver.

                  (a) Company waives any right (to the fullest extent permitted
by applicable law) to require any Guaranteed Creditor to (i) proceed against any
Borrower, any other guarantor or any other party, (ii) proceed against or
exhaust any security held from any Borrower, any other guarantor or any other
party or (iii) pursue any other remedy in any Guaranteed Creditor's power
whatsoever. Company waives (to the fullest extent permitted by applicable law)
any defense based on or arising out of any defense of any Borrower, any other
guarantor or any other party, other than payment in full of the Guaranteed
Obligations, based on or arising out of the disability of any Borrower, any
other guarantor or any other party, or the validity, legality or
unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of any Borrower other
than payment in full of the Guaranteed Obligations. The Guaranteed Creditors
may, at their election, foreclose on any security held by Administrative Agent,
the Collateral Agent or any other Guaranteed Creditor by one or more judicial or
nonjudicial sales (to the extent such sale is permitted by applicable law), or
exercise any other right or remedy the Guaranteed Creditors may have against any
Borrower or any other party, or any security, without affecting or impairing in
any way the liability of Company hereunder except to the extent the Guaranteed
Obligations have been paid. Company waives any defense arising out of any such
election by the Guaranteed Creditors, even though such election operates to
impair or extinguish any right of reimbursement or subrogation or other right or
remedy of Company against Borrower or any other party or any security.

                  (b) Company waives all presentments, demands for performance,
protests and notices, including without limitation notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this guaranty,
and notices of the existence, creation or incurring of new or additional
Guaranteed Obligations. Company assumes all responsibility for being and keeping
itself informed of each Borrower's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which Company assumes
and incurs hereunder, and agrees that Administrative Agent and the Lenders shall
have no duty to advise Company of information known to them regarding such
circumstances or risks.

         14.9 Nature of Liability. It is the desire and intent of Company and
the Lenders that this Article XIV shall be enforced against Company to the
fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. If, however, and to the extent
that, the obligations of Company under this Article XIV shall be adjudicated to
be invalid or unenforceable for any reason (including, without limitation,
because of any applicable state or federal law relating to fraudulent
conveyances or transfers), then the amount of the Guaranteed Obligations of
Company shall be deemed to be reduced and Company shall pay the maximum amount
of the Guaranteed Obligations which would be permissible under applicable law.


                            [signature pages follow]
<PAGE>




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

                                           BALL CORPORATION


                                           By:  /s/ Scott C. Morrison
                                                ------------------------------

                                           Name: Scott C. Morrison

                                           Title: Vice President and Treasurer



                                           BALL PACKAGING PRODUCTS CANADA CORP.


                                           By: /s/ Scott C. Morrison
                                                ------------------------------
                                           Name: Scott C. Morrison

                                           Title: Vice President and Treasurer





<PAGE>


                                           BALL EUROPEAN HOLDINGS, SARL


                                           By: /s/ Charles E. Baker
                                               -------------------------------
                                           Name: Charles E. Baker

                                           Title: Manager



                                           BALL (LUXEMBOURG) FINANCE, SARL


                                           By: /s/ Charles E. Baker
                                               -------------------------------

                                           Name: Charles E. Baker

                                           Title: Manager









<PAGE>


                                           SCHMALBACH-LUBECA GMBH


                                           By: /s/ Dr. Ingo Scholz
                                              --------------------------------

                                           Name:    Dr. Ingo Scholz
                                                ------------------------------

                                           Title:
                                                 -----------------------------

                                           Acting as representative
                                           without power of attorney
                                           without assuming any
                                           liability in the event
                                           Schmalbach-Lubeca GmbH
                                           should not approve the
                                           declarations made by it as
                                           representative without
                                           power of attorney on behalf
                                           of Schmalbach-Lubeca GmbH.








<PAGE>



                                           CONTINENTAL CAN COMPANY, LTD.



                                           By: /s/ Jan Driessens
                                              --------------------------------

                                           Name: Jan Driessens
                                                ------------------------------
                                           Title: Director
                                                 -----------------------------


                                           By: /s/ T P Voce
                                              --------------------------------

                                           Name: Terry P. Voce
                                                ------------------------------

                                           Title: Director
                                                 -----------------------------






<PAGE>


                                           DEUTSCHE BANK AG, NEW YORK BRANCH,
                                           in its individual capacity and as
                                           Administrative Agent


                                           By:/s/ Mary Kay Coyle
                                              ---------------------------------

                                           Name: Mary Kay Coyle
                                                -------------------------------

                                           Title: Managing Director
                                                 ------------------------------

                                           By: /s/ Alexander Bici
                                              ---------------------------------

                                           Name: Alexander Bici
                                                -------------------------------

                                           Title: Vice President
                                                 ------------------------------






<PAGE>


                                           DEUTSCHE BANK AG, CANADA BRANCH


                                           By: /s/ Karyn Curran
                                               --------------------------------

                                           Name: Karyn Curran
                                                -------------------------------

                                           Title: Credit Product Manager
                                                 ------------------------------



                                           By: /s/ Marla Gorzen
                                              ---------------------------------

                                           Name: Marla Gorzen
                                                 ------------------------------

                                           Title: Vice President
                                                 ------------------------------









<PAGE>


                                           THE BANK OF NOVA SCOTIA,
                                           in its individual capacity and as
                                           Canadian Administrative Agent


                                           By: /s/ Phil Armstrong
                                              --------------------------------

                                           Name: Phil Armstrong
                                                ------------------------------

                                           Title: Vice President
                                                 -----------------------------









<PAGE>


                                           Lender: LEHMAN COMMERCIAL PAPER INC.

                                           By: /s/ G. Andrew Keith
                                              ---------------------------------

                                           Name: G. Andrew Keith
                                                -------------------------------

                                           Title: Authorized Signatory
                                                 ------------------------------








<PAGE>


                                           Lender: BANK ONE, N.A.

                                           By: /s/ Kandis A. Jaffrey
                                              ---------------------------------

                                           Name: Kandis A. Jaffrey

                                           Title: Director








<PAGE>


                                           Lender: Bank of America, N.A.

                                           By: /s/ Brian D. Corum
                                              --------------------------------

                                           Name: Brian D. Corum

                                           Title: Managing Director








<PAGE>


                                           Lender:

                                           Bank of America, National Association
                                           Canada Branch

                                           By: /s/ Medina Sales de Andrade
                                              ----------------------------------

                                           Name: Medina Sales de Andrade
                                                --------------------------------

                                           Title: Assistant Vice-President
                                                 -------------------------------










<PAGE>


                                           Lender: Bank of America N.A.
                                                (Loan Trading)

                                           By: /s/ Alison Jenkins
                                              ---------------------------------

                                           Name: Alison Jenkins

                                           Title: Principal, Syndicated Finance








<PAGE>


                                           Lender: KEYBANK NATIONAL ASSOCIATION

                                           By: /s/ Michael J. Vegh
                                              ---------------------------------

                                           Name: Michael J. Vegh

                                           Title: Portfolio Manager









<PAGE>


                                           Lender: WELLS FARGO BANK,
                                           NATIONAL ASSOCIATION

                                           By: /s/ Randall Schmidt
                                              ---------------------------------

                                           Name: Randall Schmidt
                                                -------------------------------

                                           Title: Vice President
                                                 ------------------------------








<PAGE>


                                           Lender: PB Capital Corporation,
                                           as a Lender

                                           By: /s/ Andrew L. Shipman
                                              --------------------------------

                                           Name: Andrew L. Shipman

                                           Title: Assistant Vice President


                                           By: /s/ Tyler J. McCarthy
                                              --------------------------------

                                           Name: Tyler J. McCarthy

                                           Title: Assistant Vice President









<PAGE>


                                         Lender: THE BANK OF NEW YORK

                                         By: /s/ Robert Besser
                                            ---------------------------------

                                         Name: Robert Besser

                                         Title: Vice President



<PAGE>


                                         Lender: NATEXIS BANQUES POPULAIRES

                                         By: /s/ Frank H. Madden, Jr.
                                             --------------------------------

                                         Name: Frank H. Madden, Jr.
                                              -------------------------------
                                         Title: Vice President and Group Manager
                                               ------------------------------

                                         By: /s/ Joseph A. Miller

                                         Name: Joseph A. Miller

                                         Title: Associate











<PAGE>


                           Lender: Sumitomo Mitsui Banking Corporation

                           By: /s/ Suresh Tata
                              ----------------------------------------

                           Name: Suresh Tata
                                --------------------------------------

                           Title: Senior Vice President
                                 -------------------------------------








<PAGE>


                           Lender:      First Commercial Bank (New York Agency)

                           By: /s/ Bruce M.J. Ju
                              -------------------------------------------------

                           Name: Bruce M.J. Ju
                                -----------------------------------------------

                           Title: VP & GM
                                 ----------------------------------------------









<PAGE>


                           LENDER: BNP Paribas
                                   -------------------------------

                           By: /s/ Sean T. Conlon
                              ------------------------------------

                           Name: Sean T. Conlon
                                ----------------------------------

                           Title: Managing Director
                                 ---------------------------------


                           By: /s/ Tjalling Terpstra
                              ------------------------------------

                           Name: Tjalling Terpstra
                                 ---------------------------------

                           Title: Director
                                  --------------------------------










<PAGE>


                             Lender: Bank Leumi USA

                             By: /s/ Joung Hee Hong
                                ----------------------------------

                             Name: Joung Hee Hong
                                  --------------------------------

                             Title: Vice President










<PAGE>


                                    Lender:     The Northern Trust Company
                                                -------------------------------

                                    By: /s/ Edmund H. Lester
                                       ----------------------------------------

                                    Name: Edmund H. Lester
                                         --------------------------------------

                                    Title: Vice President
                                          -------------------------------------







<PAGE>


                                             CoBank, ACB

                                             By: /s/ S. Richard Dill
                                                -------------------------

                                             Name: S. Richard Dill
                                             Title: Vice President
                                             Phone: 303-740-4197
                                             Fax: 303-224-2747 (Zeta)
                                             e-mail rdill@cobank.com










<PAGE>


                                  Lender: Banca Monte dei Paschi di Siena S p A
                                          Frankfurt am Main Branch

                                  By: /s/ Don Gennaro Miccoli
                                     ------------------------------------------

                                  Name: Don Gennaro Miccoli
                                       ----------------------------------------

                                  Title: Manager of the Branch
                                        ---------------------------------------


                                  By: /s/ Berthold Biehler
                                     ------------------------------------------

                                  Name: Berthold Biehler
                                       ----------------------------------------

                                  Title: Head of Credit Department
                                        ---------------------------------------







<PAGE>


                                    Lender:  IKB Capital Corporation
                                             ---------------------------------

                                    By:   /s/ David Snyder
                                          ------------------------------------

                                    Name:  David Snyder
                                          ------------------------------------

                                    Title: President
                                          ------------------------------------









<PAGE>


                                         Lender: SunTrust Bank
                                                 -------------------

                                         By: /s/ Molly J. Drennan
                                            ------------------------

                                         Name: Molly J. Drennan

                                         Title: Director












<PAGE>


                           Lender:     ERSTE BANK

                           By: /s/ Brandon A. Meyerson
                              ----------------------------------------------

                           Name: Brandon A. Meyerson
                                --------------------------------------------

                           Title: Vice President, Erste Bank New York Branch
                                 -------------------------------------------


                           By: /s/ Robert Suehnholz
                               ---------------------------------------------

                           Name: Robert Suehnholz
                                 -------------------------------------------

                           Title:  First Vice President
                                  ------------------------------------------








<PAGE>


                                   THE GOVERNOR & COMPANY OF THE BANK OF IRELAND

                                   By: /s/ John S. Holt
                                      ------------------------------------------

                                   Name: John S. Holt

                                   Title: Authorized Signatory


                                   By: /s/ David Walsh
                                       -----------------------------------------

                                   Name: David Walsh

                                   Title: Authorized Signatory








<PAGE>


                                    Lender: Dresdner Bank AG, New York And
                                    Grand Cayman Branches

                                    By: /s/ D Carlson
                                       -----------------------------------

                                    Name: Deborah Carlson
                                         ---------------------------------

                                    Title: Director
                                          --------------------------------


                                    By: /s/ Stephen Kovach
                                       -----------------------------------

                                    Name: Stephen Kovach
                                         ---------------------------------

                                    Title: Vice President
                                          --------------------------------









<PAGE>


                                         Lender:

                                         The Bank of Tokyo-Mitsubishi, Ltd.
                                         Chicago Branch

                                         By: /s/ Shinichiro Munechika
                                            --------------------------------

                                         Name: Shinichiro Munechika
                                              ------------------------------

                                         Title: Deputy General Manager
                                               -----------------------------










<PAGE>


                                    Lender:     U.S. Bank National Association

                                    By: /s/ Thomas McCarthy
                                       ----------------------------------------

                                    Name: Thomas McCarthy

                                    Title: Vice President








<PAGE>


                                         Lender: Scotiabank Europe plc
                                                 ------------------------------

                                         By: /s/ J.A. Freker
                                            -----------------------------------

                                         Name: J.A. Freker
                                              ---------------------------------

                                         Title: Director
                                               --------------------------------







<PAGE>


                                         Lender: RABOBANK NEDERLAND
                                         CANADIAN BRANCH

                                         By: /s/ Peter Greenberg
                                            -----------------------------------

                                         Name: Peter Greenberg
                                              ---------------------------------

                                         Title: Corporate Banking Head
                                               --------------------------------


                                         By: /s/ Gabriella Evinich
                                            -----------------------------------

                                         Name: Gabriella Evinich
                                              ---------------------------------

                                         Title: Vice President
                                               --------------------------------








<PAGE>


                  Lender: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
                  "RABOBANK INTERNATIONAL", NEW YORK BRANCH

                  By: /s/ Robert M. Mandula
                     ---------------------------------------------------------

                  Name: Robert M. Mandula
                       -------------------------------------------------------

                  Title: Executive Director
                        ------------------------------------------------------


                  By: /s/ Edward J. Peyser
                     ---------------------------------------------------------

                  Name: Edward J. Peyser
                       -------------------------------------------------------

                  Title: Managing Director
                        ------------------------------------------------------








<PAGE>


                                    Lender: Credit Lyonnais New York Branch

                                    By: /s/ Rod Hurst
                                       ------------------------------------

                                    Name: Rod Hurst

                                    Title: Vice President












</TEXT>
</DOCUMENT>
